Exhibit 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE
2007 NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (this “ Agreement ”) is made between
BANCORP OF NEW JERSEY, INC., a New Jersey corporation (the “
Company ”) and [
] (the “ Optionee ”).
WHEREAS, the Company, by assumption
from Bank of New Jersey, maintains the 2007 Non-Qualified Stock
Option Plan for Directors (the “ Plan ”) for the
benefit of Non-Employee Directors of the Company and its
Affiliates; and
WHEREAS, the Plan permits the award
of Non-Qualified Stock Options to purchase Shares, subject to the
terms of the Plan; and
WHEREAS, the Company desires to grant
the Optionee Non-Qualified Stock Options under the Plan to further
align the Optionee’s personal financial interests with those
of the Company’s stockholders.
NOW, THEREFORE, in consideration of
these premises and the agreements set forth herein and intending to
be legally bound hereby, the parties agree as follows:
1. Award of Option .
This Agreement evidences the grant to the Optionee of an option
(the “ Option ”) to purchase [
] ( [
] ) Shares (the “ Option Shares ”). The
Option is subject to the terms set forth herein, and in all
respects is subject to the terms and provisions of the Plan
applicable to Non-Qualified Stock Options, which terms and
provisions are incorporated herein by this reference. Except as
otherwise specified herein or unless the context herein requires
otherwise, the terms defined in the Plan will have the same
meanings herein.
2. Nature of the Option
. The Option is intended to be a nonstatutory stock option and is
not intended to be an Incentive Stock Option within the
meaning of Section 422 of the Internal Revenue Code (the
“ Code ”), or to otherwise qualify for any
special tax benefits to the Optionee.
3. Date of Grant; Term of
Option . The Option was granted on [
, 20___] (the “ Effective Date ”) and may not be
exercised later than the date that is ten (10) years after
that date, subject to earlier termination in accordance with the
Plan.
4. Option Exercise Price
. The per share exercise price of the Option is $[
] (the “Exercise Price”), which is the Fair Market
Value per Share on the Effective Date.
5. Exercise of Option .
The Option will become exercisable only in accordance with the
terms and provisions of the Plan and this Agreement, as
follows:
(a) Right to Exercise . Option shares will become
exercisable if the Optionee remains in continuous service to the
Company through the applicable vesting date as follows:
(1) the Option shall become exercisable with respect to 33% of
the Option Shares on the first anniversary of the Effective Date,
(2) an additional 33% of the Option Shares will become
exercisable on the second anniversary of the Effective Date, and
(3) the remaining 34% of the Option Shares will become
exercisable on the third anniversary of the Effective Date.
Upon a
termination of the Optionee’s service with the Company, the
Option will be exercisable only to the extent specified in
Section 6 of the Plan. Solely for purposes of this Option,
service with the Company will be deemed to include service with an
Affiliate of the Company for so long as that entity remains an
Affiliate of the Company.
(b) Method of Exercise . The Optionee may exercise the
Option by providing written notice to the Company stating the
election to exercise the Option. Such written notice shall be
signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company or such other person
as may be designated by the Company, and shall be accompanied by
payment of the Exercise Price and an amount equal to any required
tax withholding. Payment of the Exercise Price will be made in cash
or such other form as may be accepted by the Board in accordance
with the Plan.
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(c) Share Legends . Any certificate evidencing an
Option Share will contain such legends as may be required or
appropriate under any applicable stockholder agreement or stock
purchase agreement, in addition to any other legend that may be
required or appropriate under applicable law, the Plan or
otherwise.
(d) Partial Exercise . The Option may be exercised in
whole or in part; provided, however , that any exercise may
apply only with respect to a whole number of Option Shares.
(e) Restrictions on Exercise . The Option may not be
exercised, and any purported exercise will be void, if the issuance
of the Option Shares upon such exercise would constitute a
violation of any applicable federal or state securities laws or
other laws or regulations.
6. Investment
Representations . The Optionee represents and warrants to the
Company that:
(a) he or she is acquiring the Option (and upon exercise of
the Option, will be acquiring the Option Shares) for investment for
his or her own account, not as a nominee or agent, and not with a
view to, or for resale in connection with, any distribution
thereof; and
(b) he or she has a preexisting personal or business
relationship with the Company or one of its directors, officers or
controlling persons and by reason of his or her business or
financial experience, has, and could be reasonably assumed to have,
the capacity to protect his or her interests in connection with the
acquisition of this Option and the Option Shares.
In
addition, as a further condition to the exercise of the Option, the
Company may require the Optionee to make any representation or
warranty to the Company as may be required by or advisable under
any applicable law or regulation
7. Non-Transferability of
Option . Th
