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Exhibit 10.32
THE TOWN BANK
OF
WESTFIELD
2001 DIRECTOR STOCK OPTION PLAN
1. Purpose of the 2001 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 2001
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 shall be an amount equal to a maximum
of five percent
(5%) of the then outstanding shares of Common Stock; provided,
however, that the
number of shares issuable hereunder together with the number of
shares issuable
under any other stock option plan maintained by the Bank, except
such stock
option plan which qualifies as an incentive stock option plan
pursuant to
Section 422 of the Internal Revenue Code of 1986, as from time
to time amended
or the comparable provision in any future tax statute (the
"Code"), does not
exceed ten percent (10%) of the then outstanding shares of
Common Stock. Shares
of Common Stock underlying Options granted hereunder 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, 2011,
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.
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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 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 one
hundred percent
(100%) of the fair market value of the Common Stock on the date
the Option is
granted. 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
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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.
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 D
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