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PARKE BANK
1999 NON-QUALIFIED STOCK OPTION PLAN
1. Objectives
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The objectives of this Plan are to assist Parke Bank (the
"Company") in
attracting and retaining qualified employees and to promote the
identification
of such employees' interests with those of the Company's
shareholders.
2. Definitions
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"Board" shall mean the Board of Directors of the Company.
"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.
"Date of Grant" in relation to any option granted under this
Plan shall
mean the date on which the Board or the Committee grants that
option.
"Eligible Employee" shall mean an officer (who may also be a
director)
or an employee regularly employed on a salaried basis by the
Company.
"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 such shares.
"Option" shall mean a right to purchase Stock, granted pursuant
to the
Plan.
"Optionee" shall mean a person holding an Option granted under
this
Plan which has not been exercised or surrendered and has not
expired.
"Plan" means this 1999 Non-Qualified Stock Option Plan.
"Shares" shall mean shares of Common stock, par value $5.00 per
share,
of the Company.
3. Maximum Number of Shares to be Optioned and Adjustments
in
Optioned Shares
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The maximum number of Shares for which Options may be granted
hereunder
is 30,000. This number shall be adjusted if the number of
outstanding Shares of
the Company 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
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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 a committee of the Board
(the
"Committee"). 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 Committee shall be
final and binding
upon all persons in interest.
5. Granting of Options
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The Board is 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, subject to the limitation that no Options shall be
granted later than ten
years after the date this Plan is adopted by the Board, or the
date this Plan is
approved by the shareholders of the Company, whichever is
earlier.
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 clauses
(a) through (g)
below. The Board may 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 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.
(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 Company, except to the
extent provided
in Section 7 hereof.
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(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 such 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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(a) If an Optionee becomes disabled, he or she may exercise his
or her
Options within one year after the date of disability, 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 the date of
disability. To the extent
the Options are not so exercised, the Options shall expire at
the end of such
period. For purposes of
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