Exhibit 10.1
VALLEY NATIONAL BANCORP
LONG-TERM STOCK INCENTIVE PLAN
(Adopted by Directors January 10,
1989
Adopted by Shareholders March 28,
1989)
(As Amended by Directors March 16, 1993
and
January 18, 1994 and Adopted by Shareholders
March 22, 1994)
(As Amended by Directors April 6,
2000)
(As Amended by Directors May 1, 2001)
(As Clarified by Directors through June 19,
2001)
(As Amended by Directors August 20,
2002)
(As Amended by Directors March 16,
2004)
(As Amended by Directors December 14,
2004)
(As Amended by Directors July 20,
2005)
1. Purpose . The purpose of the Plan is
to provide additional incentive to those officers and key employees
of the Company and its Subsidiaries and retain competent and
dedicated individuals whose efforts will result in the long-term
growth 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 faithfully
and diligently perform their assigned responsibilities and to
attract and profitability of the Company. To accomplish such
purposes, the Plan provides that the Company may grant Incentive
Stock Options, Nonqualified Stock Options, Restricted Stock Awards
and Stock Appreciation Rights.
2. Definitions . For purposes of this
Plan:
(a) “Adjusted Fair Market
Value” means, in the event of a Change of Control, the
greater of (i) the highest Fair Market Value of the Shares during
the sixty (60) day period ending on the date of such Change in
Control or (ii) in the case of a Change in Control described in
Section 2(h)(ii) or 2(h)(iii), the highest price per Share paid to
holders of the Shares in any transaction constituting or resulting
from such Change in Control.
(b) “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.
(c) “Award” means a
grant of Restricted Stock or Stock Appreciation Rights, or any or
all of them.
(d) “Bank” means Valley
National Bank, a Subsidiary.
(e) “Board” means the
Board of Directors of the Company.
(f) “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 which is injurious to the Company or any Subsidiary,
monetarily or otherwise.
(g) “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.
(h) “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) the
consummation of (A) a transaction, other than a Non-Control
Transaction, pursuant to which the Company is merged with or into,
or is consolidated with, or becomes the subsidiary of another
corporation, (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 (the “Continuing
Directors”) who at the beginning of such period constitute
the Board cease for any reason to constitute at least 60% thereof
or, following a Non-Control Transaction, 60% of the board of
directors of the Surviving 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 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.
For purposes of this paragraph: (I) the Company will be deemed to
have become a subsidiary of another corporation if any other
corporation (which term shall include, in addition to a
corporation, a limited liability company, partnership, trust, or
other organization) owns, directly or indirectly, 50 percent or
more of the total combined outstanding voting power of all classes
of stock of the Company or any successor to the Company; (II)
“Non-Control Transaction” means a transaction in which
the Company is merged with or into, or is consolidated with, or
becomes the subsidiary of another corporation pursuant to a
definitive agreement providing that
at least 60% of the directors of the
Surviving Corporation immediately after the transaction are persons
who were directors of the Company on the day before the first
public announcement relating to the transaction; (III) the
“Surviving Corporation” in a transaction in which the
Company becomes the subsidiary of another corporation is the
ultimate parent entity of the Company or the Company’s
successor; and (IV) the “Surviving Corporation” in any
other transaction pursuant to which the Company is merged with or
into another corporation is the surviving or resulting corporation
in the merger or consolidation.
(i) “Code” means the
Internal Revenue Code of 1986, as amended.
(j) “Committee” means a
committee consisting of at least three (3) Disinterested Persons
appointed by the Board to administer the Plan and to perform the
functions set forth herein.
(k) “Company” means
Valley National Bancorp, a New Jersey corporation.
(l) This Subsection (l)
intentionally left blank.
(m) “Disinterested
Person” means a person (within the meaning of Rule 16b-3
under the Exchange Act) who at the time he exercises discretion as
a member of the Committee is not and at any time within one (1)
year prior thereto has not been eligible for selection (within the
meaning of Rule 16b-3 of the Exchange Act) as a person to whom
Shares may be allocated or to whom stock options or stock
appreciation rights may be granted pursuant to this Plan or any
other plan of the Company or any Subsidiary entitling participants
therein to acquire stock, stock options or stock appreciation
rights of the Company or any Subsidiary.
(n) “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.
(o) “Escrow Agent” means
the escrow agent under the Escrow Agreement, designated by the
Committee.
(p) “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.
(q) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.
(r) “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 National
Association of Securities Dealers Automated Quotation System
(“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.
(s) “Grantee” means a
person to whom an Award has been granted under the Plan.
(t) “Incentive Stock
Option” means an Option within the meaning of Section 422A of
the Code.
(u) “Nonqualified Stock
Option” means an Option which is not an Incentive Stock
Option.
(v) “Option” means an
Incentive Stock Option, a Nonqualified Stock Option, or either or
both of them.
(w) “Optionee” means a
person to whom an Option has been granted under the
Plan.
(x) “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.
(y) “Plan” means the
Valley National Bancorp Long-term Stock Incentive Plan as set forth
in this instrument and as it may be amended from time to
time.
(z) “Restricted Stock”
means Shares issued or transferred to an Eligible Employee which
are subject to restrictions as provided in Section 8
hereof.
(aa) “Retirement” means
the retirement from active employment with the Company of an
employee or officer but only if such person meets all of the
requirements contained in clause (i) or contained in clause (ii)
below:
(i) he has a minimum combined total
of years of service and age equal to eighty (80); he is age
sixty-two (62) or older; and he provides six (6) months’
prior written notice to the Company of the retirement;
or
(ii) he has a minimum of five (5)
years of service; he is age sixty-five (65) or older and he
provides six (6) months’ prior written notice to the Company
of the retirement.”
“Years of service” shall
be defined the same way as it is under the Company’s pension
plan, provided that for this purpose years of service will mean
only employment by the Company, and will not include employment by
any company or entity acquired by the Company for the period prior
to its acquisition by the Company. An employee or officer who
retires but fails to meet such requirements shall not be deemed to
be within the definition of “Retirement” for any
purpose under this Plan or any Award or Option granted thereunder;
provided, however , after a Change in Control transaction,
no prior notice of a Retirement shall be required for purposes of
this Plan only and any Optionee (as defined in the Plan) who meets
all of the other conditions contained in clause (i) or contained in
clause (ii), but is terminated without Cause, shall be
deemed to meet all the conditions
for Retirement for purposes of the Plan only and shall be deemed to
have terminated employment due to Retirement for purposes of this
Plan only.
(ab) “Shares” means the
common stock, no par value, of the Company (including any new,
additional or different stock or securities resulting from a Change
in Capitalization).
(ac) “Stock Appreciation
Right” means a right to receive all or some portion of the
increase in the value of shares of Common Stock as provided in
Section 7 hereof.
(ad) “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.
(ae) “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.
(af) “Ten-Percent
Stockholder” means an eligible Employee, who, at the time an
Incentive Stock Option is to be granted to him, owns (within the
meaning of Section 422A(b)(6) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, a Parent or a Subsidiary within
the meaning of Section 422A(b)(6) of the Code.
3. Administration
.
(a) The Plan shall be administered
by the Committee which 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 be a Disinterested
Person. 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 all members of
the Committee shall be fully indemnified by the Company with
respect to any such action, determination or interpretation.
Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time:
(1) to determine those Eligible
Employees to whom Options shall be granted under the Plan and the
number of Incentive Stock Options and/or Nonqualified 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 purchase price per share of each Option;
(2) to select those Eligible
Employees to whom Awards shall be granted under the Plan and to
determine the number of shares of Restricted Stock and/or Stock
Appreciation Rights to be granted pursuant to each Award, the terms
and conditions of each Award, including the restrictions or
performance criteria relating to such shares or rights, the
purchase price per share, if any, of Restricted Stock and whether
Stock Appreciation Rights will be granted alone or in conjunction
with an Option;
(3) 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;
(4) to determine the duration and
purposes for leaves of absence which may be granted to an Optionee
or Grantee without constituting a termination of employment or
service for purposes of the Plan; and
(5) 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 4,205,982 of which not more than 533,266
Shares may be issued or transferred pursuant to Options and/or
Awards to any one Eligible Employee. Subject to the foregoing
aggregate limitations, the maximum number of Shares (i) that may be
issued or transferred pursuant to Options or Awards for Incentive
Stock Options, Non-Qualified Stock Options and Stock Appreciation
Rights shall be 3,618,742 and (ii) that may be issued or
transferred pursuant to Awards of Restricted Stock shall be
587,240. In each case, upon a Change in Capitalization after
January 18, 1994, the Shares shall be adjusted to the number and
kind of Shares of stock or other securities existing after such
Change in Capitalization. The number of Shares set forth herein
includes Shares awarded pursuant to all Options and Awards issued
or transferred under this Plan prior to the date of the amendment
to this section and the number of Shares takes into account all
Changes in Capitalization prior to January 18, 1994.
(b) Whenever any outstanding Option
or portion thereof expires, is cancelled or is otherwise terminated
(other than by exercise of the Option or any related Stock
Appreciation Right), 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
Incentive Stock Option shall not be less than 100% of the Fair
Market Value of a Share at the time the Option is granted (110% in
the case of an Incentive Stock Option granted to a Ten-Percent
Stockholder) and under each Nonqualified Stock Option shall not be
less than 80% of the Fair Market Value of a Share at the time the
Option is granted.
(b) Duration . Options
granted hereunder shall be for such term as the Committee shall
determine, provided that (i) no Incentive Stock Option shall be
exercisable after the expiration of ten (10) years from the date it
is granted (five (5) years in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder) and (ii) no Nonqualified
Stock Option shall be exercisable after the expiration of ten (10)
years and one (1) day from the date it is granted. The Committee
may, subsequent to the granting of any Option, extend the term
thereof but in no event shall the term as so extended exceed the
maximum term provided for in the preceding sentence.
(c) Non-transferability . No
Option granted hereunder shall be transferable by the Optionee to
whom granted otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of
such Optionee only by the Optionee or his guardian or legal
representative. The terms of such Option shall be binding upon the
beneficiaries, executors, administrators, heirs and successors of
the Optionee.
(d) Stock Options; Vesting .
Subject to Section 6(h) hereof, each Option shall be exercisable in
such installments (which need not be equal) and at such times as
may be designated by the Committee and set forth in the Option
Agreement. Unless otherwise provided in the Agreement, to the
extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the Option expires. Upon
the death or Retirement of an Optionee, all Options shall become
immediately exercisable. Notwithstanding the foregoing, the
Committee may accelerate the exercisability of any Option or
portion thereof at any time.
(e) Method of Exercise . The
exercise of an Option shall be made only by a written notice
delivered in person or by mail to the Secretary of the Company at
the Company’s principal executive office, specifying the
number of Shares to be purchased and accompanied by payment
therefor and otherwise in accordance with the Agreement pursuant to
which the Option was granted. The pur
