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Exhibit 10.31
THE TOWN BANK
OF
WESTFIELD
2000 DIRECTOR STOCK OPTION PLAN
1. Purpose of the 2000 Director Stock Option Plan.
The Town Bank of Westfield (the "Corporation") desires to
attract
and retain the best available persons to serve as Directors of
the Corporation
(the "Directors") and to encourage their regular attendance at
Board and
committee meetings and to obtain their highest level of
performance. The 2000
Director Stock Option Plan (the "Director Stock Option Plan") is
intended to
contribute significantly to the attainment of these objectives
by (i) providing
long-term incentives and rewards to all Directors; and (ii)
assisting the
Corporation and any subsidiary of the Corporation in attracting
and retaining
Directors with experience and ability.
The term "Directors" as used in this Director Stock Option
Plan
means the Directors and the members of any advisory committee to
the Board of
Directors of (i) the Corporation, (ii) any parent of the
Corporation, or (iii)
any subsidiary of the Corporation.
2. Scope and Duration of the Director Stock Option Plan.
Under the Director Stock Option Plan, options (singularly,
an
"Option", collectively, the "Options") to purchase voting common
stock, $5.00
par value ("Common Stock") of the Corporation, may be granted.
The aggregate
number of shares of Common Stock reserved for grant from time to
time under the
Director Stock Option Plan is 31,169 shares of Common Stock,
which shares may be
authorized but unissued shares of Common Stock or shares of
Common Stock which
shall have been or which may be reacquired by the Corporation,
as the Board of
Directors of the Corporation shall from time to time determine.
The aggregate
number of shares of Common Stock reserved for grant under the
Director Stock
Option Plan shall be subject to adjustment as provided in
Paragraph 11. In no
event shall the number of shares reserved for grant under the
Director Stock
Option Plan exceed five percent of the issued and outstanding
shares of capital
stock of the Corporation. If an Option shall expire or terminate
for any reason
without having been exercised in full, the shares represented by
the portion
thereof not so exercised shall (unless the Director Stock Option
Plan shall have
been terminated) become available for other Options under the
Director Stock
Option Plan. The Director Stock Option Plan shall become
effective upon approval
by the Board of Directors and stockholders of the Corporation as
provided in
Paragraph 12. Subject to Paragraph 13, no Option shall be
granted under the
Director Stock Option Plan after the tenth (10th) anniversary of
the approval of
the Director Stock Option Plan by the stockholders of the
Corporation, or
December 31, 2010, whichever occurs first.
3. Administration of the Director Stock Option Plan.
The Board of Directors of the Corporation shall appoint a
committee
(the "Committee") to administer the Director Stock Option Plan.
The Committee
shall consist of either the entire Board of Directors or a
Committee appointed
by the Board of Directors consisting of one or more persons, who
are Directors
of the Corporation, and who shall serve at the pleasure of the
Board of
Directors.
The Committee shall have authority in its discretion, subject
to,
and not inconsistent with, the express provisions of the
Director Stock Option
Plan, to direct the grant of Options; to determine the purchase
price of the
Common Stock covered by each Option, the Directors to whom, and
the time or
times at which, Options shall be granted and the number of
shares to be covered
by each Option; to interpret the Director Stock Option Plan; to
determine the
time or times at which Options may be exercised; to prescribe,
amend and rescind
rules and regulations relating to the Director Stock Option
Plan, including,
without limitation, such rules and regulations as it shall deem
advisable to
insure that transactions involving Options may qualify for
exemption under such
rules and
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regulations as the Securities and Exchange Commission may
promulgate or propose
from time to time exempting transactions from Section 16(b) of
the Securities
Exchange Act of 1934; to determine the terms and provisions of,
and to cause the
Corporation to enter into, agreements with Directors as a
prerequisite to, and
in connection with, a grant of Options under the Director Stock
Option Plan (the
"Agreements"), which Agreements may vary from one another as the
Committee shall
deem appropriate; and to make all other determinations it may
deem necessary or
advisable for the administration of the Director Stock Option
Plan. The
Committee may delegate to one or more of its members, or to one
or more agents,
those administrative duties as the Committee may deem advisable
and may employ
(or authorize any person to whom it has delegated duties, as
aforesaid) to
employ one or more persons to render advice with respect to any
responsibility
it (or that person) may have under the Director Stock Option
Plan.
The Board of Directors of the Corporation may from time to
time
appoint members of the Committee in substitution for, or in
addition to, members
previously appointed and may fill vacancies, however caused, in
the Committee.
The Committee shall hold its meetings at such times and places
as it shall deem
advisable. Members may participate in meetings through
conference telephone
calls or similar arrangements. A majority of the members of the
Committee shall
constitute a quorum. All determinations of the Committee shall
be made by a
majority of its members. Any decision or determination reduced
to writing and
signed by all of the members shall be fully effective as if it
had been made by
a majority vote at a meeting duly called and held. The Committee
may appoint a
secretary, shall keep minutes of its meetings, and shall make
such rules and
regulations for the conduct of its business as it shall deem
necessary or
advisable. No member of the Committee shall be liable for any
action or
determination taken or made, or not taken or not made, in good
faith with
respect to the Director Stock Option Plan or any Option granted
under it.
4. Eligibility: Factors to be Considered in Granting
Options.
An option may be granted only to a person who is a Director of,
or,
if the Board of Directors in its sole and absolute discretion
shall elect, a
member of an advisory committee to the Board of Directors of the
Corporation, or
a parent corporation or a subsidiary corporation thereof on the
date of grant.
In determining the persons to whom Options shall be granted and
the number of
shares of Common Stock to be covered by each Option, the
Committee shall take
into account the number of Board and Committee meetings the
person attends, the
performance of the Corporation and such other factors as the
Committee in its
sole and absolute discretion shall deem relevant. Subject to the
provisions of
Paragraph 2, above, a person may receive Options on more than
one occasion under
the Director Stock Option Plan.
5. Option Price.
The purchase price per share of the Common Stock covered by
each
Option shall be established by the Committee, but in no event
shall it be less
than the greater of the par value of the Common Stock or
eighty-five percent of
the fair market value of the Common Stock on the date the Option
is issued. If,
at the time an Option is granted the Common Stock is publicly
traded, fair
market value shall be the last reported sale price, regular way,
on the last
preceding trading day, or, in case no such reported sale takes
place on such
day, the average of the last reported bid and asked prices,
regular, in either
case on the principal national securities exchange, if any, on
which the Common
Stock is admitted to trading or listed, or if not so admitted to
trading or
listed on any national securities exchange, the average of the
closing reported
bid and asked prices on the last preceding trading day as
reported by the
National Association of Securities Dealers Automated Quotation
System ("NASDAQ")
or any comparable system, or if not listed for quotation through
NASDAQ or any
comparable system, the average of the closing bid and asked
prices on the last
preceding trading day as recorded by two members of the National
Association of
Securities Dealers, Inc. selected from time to time by the
Committee for that
purpose. If the Committee shall determine that no stock
quotation is available
or that the stock price quotation is not representative of fair
market value by
reason of the lack of a significant number of recent
transactions or otherwise,
the Committee may determine fair market value in such a manner
as it shall deem
appropriate under the circumstances. If, at the time an Option
is granted, the
Common Stock is not publicly traded, the Committee shall make a
good faith
attempt to determine its fair market value. The determination of
the fair market
value of the Common Stock shall be made by the Committee without
regard to any
restrictions, other than a restriction which, by its terms, will
never lapse.
The date on which the Committee adopts a resolution expressly
granting an Option
shall be considered the date on which that Option is
granted.
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6. Term of Options.
The term of each option shall be fixed by the Committee, but in
no
event shall it be more than 10 years from the date of grant,
subject to earlier
termination as provided in Paragraphs 9 and 10.
7. Exercise of Options.
(a) The vested portion of an Option granted as a Director's
annual
fee for service may be exercised, in whole or in part, through
and until the
termination of the Director Stock Option Plan. All Options
issued for attendance
at meetings shall be fully exercisable, in whole or in part, at
any time through
and until the termination of the Director Stock Option Plan.
Notwithstanding the
foregoing, (i) the Committee may in its discretion issue Options
from time to
time which are immediately exercisable in full or which are
exercisable at such
other time or times as the Committ
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