Exhibit 99
GREATER COMMUNITY
BANCORP
2006 LONG-TERM STOCK
COMPENSATION PLAN
(Adopted by the Board of
Directors on February 21, 2006)
1.
Purpose
. The purpose of the Plan is to
provide additional incentive to those officers and key employees of
the Company and its Subsidiaries whose substantial contributions
are essential to the continued growth and success of the Company's
business in order to strengthen their commitment to the Company and
its Subsidiaries, to motivate such officers and employees to
perform their assigned responsibilities faithfully and diligently
and to attract and retain competent and dedicated individuals whose
efforts will result in the long-term growth and profitability of
the Company. To accomplish such purposes, the Plan provides that
the Company may grant Nonqualified Stock Options and Restricted
Stock Awards.
2.
Definitions
. For purposes of this
Plan:
(a)
"Agreement" means the written
agreement between the Company and an Optionee or Grantee evidencing
the grant of an Option or Award and setting forth the terms and
conditions thereof.
(b)
"Award" means a grant of Restricted
Stock.
(c)
"Bank" means Greater Community
Bank, a Subsidiary.
(d)
"Board" means the Board of
Directors of the Company.
(e)
"Cause" means the willful failure
by an Optionee or Grantee to perform his duties with the Company or
with any Subsidiary or the willful engaging in conduct that is
injurious to the Company or any Subsidiary, monetarily or
otherwise.
(f)
"Change in Capitalization" means
any increase, reduction, change or exchange of Shares for a
different number or kind of shares or other securities of the
Company by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, issuance of warrants or rights,
stock dividend, stock split or reverse stock split, combination or
exchange of shares, repurchase of shares, change in corporate
structure or otherwise.
(g)
"Change in Control" means any of
the following events: (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.
(h)
"Code" means the Internal Revenue
Code of 1986, as amended.
(i)
"Committee" means a committee
consisting solely of two (2) or more directors appointed by the
Board to administer the Plan and to perform the functions set forth
herein. All of such directors shall be independent of management,
as such concept may be determined from time to time by the Board.
Unless otherwise determined by the Board, members of the Committee
shall be (1) Non-Employee Directors (as defined in Rule 16b-3 of
the Exchange Act as it may be amended from time to time) of the
Company, (2) outside directors as defined pursuant to Section
162(m) of the Code (as it may be amended from time to time), and
(3) for so long as the Company’s Shares are listed on the
Nasdaq Stock Market, Inc. (“Nasdaq”),
“independent directors” as defined by Nasdaq’s
Corporate Governance Rules. Directors appointed by the Board to the
Committee shall have the authority to act notwithstanding the
failure to be so qualified.
(j)
"Company" means Greater Community
Bancorp, a New Jersey corporation.
(k)
"Disability" with respect to an
Eligible Employee means any of the following:
(i)
the condition that results when an
individual has become permanently and totally disabled within the
meaning of Section 105(d)(4) of the Code (prior to the repeal of
such Section);
(ii)
permanent and total disability as
defined in an employee welfare plan maintained by the Company that
is applicable to such Eligible Employee and that offers a long-term
disability benefit; or
(iii)
a condition documented by a signed
written opinion of a currently licensed medical doctor satisfactory
to the Committee, which writing expresses a medical opinion that
the Eligible Employee is permanently disabled, describes the
reasons for such opinion of disability and the date of commencement
of such disability.
(l)
"Eligible Employee" means any
officer or other key employee of the Company or a Subsidiary
designated by the Committee as eligible to receive Options or
Awards subject to the conditions set forth herein.
(m) "Escrow
Agent" means the escrow agent under the Escrow Agreement,
designated by the Committee.
(n) "Escrow
Agreement" means an agreement between the Company, the Escrow Agent
and a Grantee, in the form specified by the Committee, under which
shares of Restricted Stock awarded pursuant hereto shall be held by
the Escrow Agent until either (a) the restrictions relating to such
shares expire and the shares are delivered to the Grantee or (b)
the Company reacquires the shares pursuant hereto and the shares
are delivered to the Company.
(o) "Exchange
Act" means the Securities Exchange Act of 1934, as
amended.
(p) "Fair Market
Value" means the fair market value of the Shares as determined by
the Committee in its sole discretion; provided, however, that (A)
if the Shares are admitted to quotation on the Nasdaq National
Market (“Nasdaq”) or other comparable quotation system
and have been designated as a National Market System ("NMS")
security, Fair Market Value on any date shall be the last sale
price reported for the Shares on such system on such date or on the
last day preceding such date on which a sale was reported, (B) if
the Shares are admitted to quotation on Nasdaq and have not been
designated a NMS security, Fair Market Value on any date shall be
the average of the highest bid and lowest asked prices of the
Shares on such system on such date, or (C) if the Shares are
admitted to trading on a national securities exchange, Fair Market
Value on any date shall be the last sale price reported for the
Shares on such exchange on such date or on the last date preceding
such date on which a sale was reported.
(q) "Grantee"
means a person to whom an Award has been granted under the
Plan.
(r)
"Nonqualified Stock Option" means an Option.
(s) "Option"
means a Nonqualified Stock Option. The Plan does not contemplate or
permit the grant of Incentive Stock Options.
(t) "Optionee"
means a person to whom an Option has been granted under the
Plan.
(u) "Parent"
means any corporation in an unbroken chain of corporations ending
with the Company, if each of the corporations other than the
Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock of one of the other
corporations in such chain.
(v) "Plan" means
the Greater Community Bancorp 2006 Long-Term Stock Compensation
Plan as set forth in this instrument and as it may be amended from
time to time.
(w) "Restricted
Stock" means Shares awarded, issued or transferred to an Eligible
Employee that are subject to restrictions as provided in Section 7
hereof.
(x) "Retirement"
means the retirement from active employment by the Company of an
employee or officer but only if such person meets all of the
following requirements: (i) the person has a minimum combined total
of years of service and age equal to seventy-two (72), (ii) the
person is age sixty-two (62) or older, and (iii) the person
provides six (6) months prior written notice to the Company of the
retirement. An employee or officer who retires but fails to meet
any of such conditions shall not be deemed to be within the
definition of "Retirement" for any purpose under this Plan or any
Award or Option granted hereunder.
(y) "Shares"
means the Company’s common stock, $0.50 par value per share
(including any new, additional or different stock or securities
resulting from a Change in Capitalization).
(z) "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 one of the other corporations in such chain.
(aa) "Successor
Corporation" means a corporation, or a parent or subsidiary
thereof, which issues or assumes a stock option in a transaction to
which Section 425(a) of the Code applies.
(a)
The Committee shall administer the
Plan. The Committee shall hold meetings at such times as may be
necessary for the proper administration of the Plan. The Committee
shall keep minutes of its meetings. A majority of the Committee
shall constitute a quorum and a majority of a quorum may authorize
any action. Each member of the Committee shall meet the
requirements for independence from management described under the
definition of “Committee” in Section 2 of the Plan.
Notwithstanding the foregoing, no failure to be so qualified shall
invalidate any Option or Award or any action or inaction under the
Plan. No member of the Committee shall be
personally
liable for any action, determination or interpretation made in good
faith with respect to the Plan, the Options or the Awards, and the
Company shall fully indemnify and hold harmless all members of the
Committee with respect to any such action, determination or
interpretation.
(b)
Subject to the express terms and
conditions set forth herein, the Committee shall have the power
from time to time:
(i)
to determine those Eligible
Employees to whom Options shall be granted under the Plan and the
number of Options to be granted to each eligible Employee and to
prescribe the terms and conditions (which need not be identical) of
each Option, including the restrictions or performance criteria
relating to the vesting and/or exercisability of each Option and
further including the purchase price per share of each
Option;
(ii)
to select those Eligible Employees
to whom Awards shall be granted under the Plan and to determine the
number of shares of Restricted Stock to be granted pursuant to each
Award, the terms and conditions of each Award, including the
restrictions or performance criteria relating to such the vesting
and/or lapse of restrictions of such shares, and further including
the purchase price per share, if any, of Restricted
Stock;
(iii)
to construe and interpret the Plan
and the Options and Awards granted thereunder and to establish,
amend and revoke rules and regulations for the administration of
the Plan, including, but not limited to, correcting any defect or
supplying any omission, or reconciling any inconsistency in the
Plan or in any agreement, in the manner and to the extent it shall
deem necessary or advisable to make the Plan fully effective, and
all decisions and determinations by the Committee in the exercise
of this power shall be final and binding upon the Company or a
Subsidiary, the Optionees and the Grantees, as the case may
be;
(iv)
to determine the duration and
purposes for leaves of absence that may be granted to an Optionee
or Grantee without constituting a termination of employment or
service for purposes of the Plan; and
(v)
generally to exercise such powers and to perform such acts as are
deemed necessary or advisable to promote the best interests of the
Company with respect to the Plan.
4.
Stock Subject to
Plan .
(a)
The maximum number of Shares that
may be issued or transferred pursuant to all Options and Awards
under this Plan is Four Hundred Thousand (400,000). Subject to the
foregoing aggregate limitation, the maximum number of Shares (i)
that may be issued or transferred pursuant to Options shall be Four
Hundred Thousand (400,000), and (ii) that may be issued or
transferred pursuant to Awards of Restricted Stock shall be One
Hundred Thousand (100,000). In each case, upon a Change in
Capitalization after the adoption of this Plan by the Board on
February 21, 2006, the Shares shall be adjusted to the number and
kind of Shares of stock or other securities existing after such
Change in Capitalization.
(b) Whenever any
outstanding Option or portion thereof expires, is cancelled or is
otherwise terminated (other than by exercise of the Option), the
shares of Common Stock allocable to the unexercised portion of such
Option may again be the subject of Options and Awards
hereunder.
(c) Whenever any
Shares subject to an Award or Option are resold to the Company, or
are forfeited for any reason pursuant to the terms of the Plan,
such Shares may again be the subject of Options and Awards
hereunder.
5.
Eligibility
. Subject to the provisions of the
Plan, the Committee shall have full and final authority to select
those Eligible Employees who will receive Options and/or Awards but
no person shall receive any Options or Awards unless he is an
employee of the Company or a Subsidiary at the time the Option or
Award is granted.
6.
Stock
Options . The
Committee may grant Options in accordance with the Plan, the terms
and conditions of which shall be set forth in an Agreement. Each
Option and Option Agreement shall be subject to the following
conditions:
(a)
Purchase
Price . The
purchase price or the manner in which the purchase price is to be
determined for Shares under each Option shall be set forth in the
Agreement, provided that the purchase price per Share under each
Option shall not be less than 100% of the Fair Market Value of a
Share at the time the Option is granted.
(b)
Duration
. O
