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PARKE BANCORP, INC.
2002 STOCK OPTION PLAN FOR VITO S. PANTILIONE
1. Purpose
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The purpose of this Plan is to further the growth, development
and
financial success of Parke Bancorp, Inc. (the "Company") by
enhancing the
ability of the Company to retain Vito S. Pantilione to
compensate him for his
services to the Company and Parke Bank (the "Bank"), and, in so
doing, to
strengthen the alignment of the interests of Mr. Pantilione with
the interests
of the Company's shareholders through ongoing ownership of the
Company's Common
Stock. The options granted under this Plan are not intended to
qualify as
"incentive stock options" within the meaning of ss. 422 of the
Internal Revenue
Code of 1986, as amended.
2. Definitions
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2.1 "Board" shall mean the Board of Directors of the
Company.
2.2 "Corporate Event" shall mean an occurrence in which the
Company is
succeeded by another corporation in a reorganization, merger,
consolidation,
acquisition of property or stock, separation or liquidation.
2.3 "Date of Grant" in relation to any Option shall mean the
date on
which the Board or the Committee grants that Option.
2.4 "Eligible Employee" shall mean Vito S. Pantilione.
2.5 "Exercise" in respect of any Option shall mean the delivery
by the
Optionee to the Company of (a) written notice of exercise of
Options as to a
specified number of Shares; and (b) payment of the option price
for those
Shares.
2.6 "Option" shall mean a right to purchase Shares, granted
pursuant
to the Plan.
2.7 "Optionee" shall mean a person holding an Option which has
not been
exercised or surrendered and has not expired.
2.8 "Plan" means this 2002 Stock Option for Vito S. Pantilione,
as it
may be amended from time to time.
2.9 "Shares" shall mean shares of Common Stock, par value $0.10
per
share, of the Company.
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3. Maximum Number of Shares to be Optioned and Adjustments in
Number of
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Optioned Shares
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The maximum number of Shares for which Options may be granted
hereunder
is 7,874. This number shall be adjusted if the number of
outstanding Shares is
increased or reduced by split-up, reclassification, stock
dividend or the like.
The number of Shares previously optioned and not theretofore
delivered and the
option price per Share shall likewise be adjusted whenever the
number of
outstanding Shares is increased or reduced by any such
procedure. Shares for
which Options have expired or have been surrendered may again be
optioned
pursuant to the Plan.
4. Administration and Interpretation
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This Plan shall be administered by the Board or a committee of
the
Board (the "Committee"). The Board and the Committee may each
make such rules
and establish such procedures as each deems appropriate for the
administration
of this Plan. In the event of any disagreement as to the
interpretation of the
Plan or any rule or procedure thereunder, the decision of the
Board shall be
final and binding upon all persons in interest.
5. Granting of Options
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The Board and the Committee are each authorized to grant Options
to
selected Eligible Employees pursuant to this Plan. The number of
Shares, if any,
optioned in each year, the Eligible Employees to whom Options
are granted, and
the number of Shares optioned to each Eligible Employee shall be
wholly within
the discretion of the Board or the Committee, subject to the
limitation that no
Options shall be granted after April 23, 2012.
6. Terms of Options
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Subject to the limitation prescribed in Section 5 above, the
Options
granted under this Plan shall be on the terms stated in
paragraphs (a) through
(g) below. The Board and the Committee may each specify
additional terms not
inconsistent with this Plan by rules of general application or
by specific
direction in connection with a particular group of Options.
(a) The option price shall be fixed by the Board or the
Committee but shall not be less than 100% of the fair market
value of
the underlying Shares on the date of grant.
(b) The option price shall be payable in cash, property,
services rendered or, under certain circumstances, in shares of
stock
of the Company having a fair market value equal to the option
price on
the date of exercise, or any combination thereof.
(c) The Options shall not be transferable otherwise than by
will or the laws of descent and distribution and shall be
exercisable,
during the Optionee's lifetime, only by him.
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(d) The Options shall expire ten years after the date of
grant, unless an earlier date is fixed by the Board.
(e) The Options shall terminate and may not be exercised if
the Optionee ceases to be an employee of the Bank or the
Company,
except to the extent provided in Section 7 below.
(f) If the Company is succeeded by another company because
of
a Corporate Event, the successor company shall assume the
outstanding
Options granted under this Plan or shall substitute new options
for the
outstanding Options. In determining the substitution of Options,
the
Optionee shall be regarded as if the Optionee had been the
holder of
record of the number of Shares which were subject to Options
immediately prior to the Corporate Event. The Optionee shall
be
entitled upon the exercise of such Options to receive such
securities
of the surviving or resulting corporation as the board of
directors of
that corporation shall determine to be equivalent, as nearly
as
practicable, to the nearest whole number and class of shares of
stock
or other securities to which the Optionee would have been
entitled
under the terms of the agreement governing the Corporate
Event.
(g) The granting of any Options shall impose no obligation
upon the Optionee to exercise such Options.
7. Exercise Rights upon Termination of Employment
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7.1 If an Optionee becomes disabled, he may exercise his Options
during
the one year period commencing on his disability commencement
date, but in no
event later than the date on which the Options would have
expired if the
Optionee had not become disabled. During such period the Options
may be
exercised only to the extent that the Optionee was entitled to
do so at his
disabil
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