EXHIBIT (10)
VALLEY NATIONAL
BANCORP
2004 DIRECTOR RESTRICTED STOCK
PLAN
(Adopted by the Board of
Directors on August 17, 2004)
(Approved by Shareholders on
April 6, 2005)
(As Amended by the Board of
Directors on February 10, 2009)
The purpose of this 2004 Director
Restricted Stock Plan (the “Plan”) of Valley National
Bancorp (the “Company”) is to increase ownership
interest in the Company of Nonemployee Directors whose services are
considered essential to the Company’s continued progress and
to provide a further incentive for attracting and retaining
directors of the Company. This Plan provides for the payment of
shares of restricted Common Stock to Nonemployee Directors who
elect to receive restricted Common Stock in lieu of cash retainer
and meeting fees. The effectiveness of this Plan is conditioned
upon shareholder approval of the Plan, and no shares shall be
issued hereunder prior to the date on which the shareholders of the
Company approve the Board’s adoption.
In addition to the terms defined in
Section 1 above, the following terms used in the Plan shall
have the meanings set forth below:
“Administrator” shall
mean the Compensation and Human Resources Committee of the
Board.
“Annual Retainer Fee”
means the annual retainer fee payable to a Nonemployee Director
under the Company’s compensation policies for directors in
effect from time to time.
“Award Date” means the
date of an annual stockholders meeting or such other date as
determined by the Board.
“Bank” means Valley
National Bank, a Subsidiary.
“Board” means the Board
of Directors of the Company.
“Change in Control”
means any of the following events, as determined by the Board:
(i) when the Company or a Subsidiary acquires actual knowledge
that any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than an affiliate of the
Company or a Subsidiary or an employee benefit plan established or
maintained by the Company, a Subsidiary or any of their respective
affiliates, is or becomes the beneficial owner (as defined in Rule
13d-3 of the Exchange Act) directly or indirectly, of securities of
the Company representing more than twenty-five percent
(25%) of the combined voting power of the Company’s then
outstanding securities (a “Control Person”),
(ii) upon the first purchase of the Company’s common
stock pursuant to a tender or exchange offer (other than a tender
or exchange offer made by the Company, a Subsidiary or an employee
benefit plan established or maintained by the Company, a
Subsidiary
or any of their respective affiliates),
(iii) upon the approval by the Company’s shareholders of
(A) a merger or consolidation of the Company with or into
another corporation (other than a merger or consolidation which is
approved by at least two-thirds of the Continuing Directors (as
hereinafter defined) or the definitive agreement for which provides
that at least two-thirds of the directors of the surviving or
resulting corporation immediately after the transaction are
Continuing Directors (in either case, a “Non-Control
Transaction”)), (B) a sale or disposition of all or
substantially all of the Company’s assets or (C) a plan
of liquidation or dissolution of the Company, (iv) if during
any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board (the
“Continuing Directors”) cease for any reason to
constitute at least two-thirds thereof or, following a Non-Control
Transaction, two-thirds of the board of directors of the surviving
or resulting corporation; provided that any individual whose
election or nomination for election as a member of the Board (or,
following a Non-Control Transaction, the board of directors of the
surviving or resulting corporation) was approved by a vote of at
least two-thirds of the Continuing Directors then in office shall
be considered a Continuing Director, or (v) upon a sale of
(A) common stock of the Bank if after such sale any person (as
such term is used in Section 13(d) and 14(d)(2) of the
Exchange Act) other than the Company, an employee benefit plan
established or maintained by the Company or a Subsidiary, or an
affiliate of the Company or a Subsidiary, owns a majority of the
Bank’s common stock or (B) all or substantially all of
the Bank’s assets (other than in the ordinary course of
business). No person shall be considered a Control Person for
purposes of clause (i) above if (A) such person is or
becomes the beneficial owner, directly or indirectly, of more than
ten percent (10%) but less than twenty-five percent
(25%) of the combined voting power of the Company’s then
outstanding securities if the acquisition of all voting securities
in excess of ten percent (10%) was approved in advance by a
majority of the Continuing Directors then in office or
(B) such person acquires in excess of ten percent
(10%) of the combined voting power of the Company’s then
outstanding voting securities in violation of law and by order of a
court of competent jurisdiction, settlement or otherwise, disposes
or is required to dispose of all securities acquired in violation
of law.
“Common Stock” means the
common stock of the Company.
“Disability” means that
a Participant is determined to be unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months, as determined in the sole
discretion of the Administrator.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Fees” shall mean
Meeting Fees and/or Annual Retainer fees.
“Meeting Fees” means the
fees payable to a Nonemployee Director for attendance at regular
meetings of the Board.
“Nonemployee Director”
means an individual who is a member of the Board, but who is not an
employee of the Company or any of its subsidiaries.
“Participant” means a
Nonemployee Director who has elected to receive Restricted Stock in
lieu of cash Fees.
2
“Restricted Stock” means the Common
Stock awarded to a Participant pursuant to Sections 5(a) and 5(b)
of the Plan that is subject to the vesting restrictions set forth
in Section 5(d).
“Subsidiary” means any
corporation in an unbroken chain of corporations, beginning with
the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock
in
