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Exhibit 10.29
THE TOWN BANK
OF
WESTFIELD
2002 EMPLOYEE STOCK OPTION PLAN
1. Purpose of the 2002 Employee Stock Option Plan.
The Town Bank of Westfield (the "Corporation") desires to
attract
and retain the best available employees ("Eligible Employees",
as hereinafter
defined) and to encourage their highest level of performance.
The 2002 Employee
Stock Option Plan (the "Employee Stock Option Plan") is intended
to contribute
significantly to the attainment of these objectives by (i)
providing long-term
incentives and rewards to all Eligible Employees who are in a
position to
contribute to the long-term success and growth of the
Corporation, (ii)
assisting the Corporation and any subsidiary of the Corporation
in attracting
and retaining Eligible Employees with experience and ability,
and (iii)
associating more closely the interests of the Eligible Employees
with those of
the Corporation's stockholders.
The term "Eligible Employees" as used in this Employee Stock
Option
Plan means the employees and Officers of (i) the Corporation,
(ii) any parent of
the Corporation, or (iii) any subsidiary of the Corporation.
2. Scope and Duration of the Employee Stock Option Plan.
Under the Employee 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,
which options, if
granted to Eligible Employees who are also employees (including
Officers who are
employees) of the Corporation, a parent corporation or a
subsidiary corporation
of the Corporation, will, at the time of grant, be designated as
incentive stock
options ("ISOs"), with the attendant tax benefits, as provided
for under
Sections 421 and 422 of the Internal Revenue Code of 1986, as
amended, and any
successor statute and regulations promulgated or proposed
thereunder (the
"Code"). The aggregate number of shares of Common Stock reserved
for grant from
time to time under the Employee Stock Option Plan is 75,000
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. In no event may there be dedicated under the
Employee Stock
Option Plan a number of shares of Common Stock of the
Corporation greater than
five percent of the outstanding shares of Capital Stock of the
Corporation. The
aggregate number of shares of Common Stock reserved for grant
under the Employee
Stock Option Plan shall be subject to adjustment as provided in
Section 11. 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 Employee Stock Option Plan shall have been
terminated) become
available for other Options under the Employee Stock Option
Plan. The Employee
Stock Option Plan shall become effective upon approval by the
Board of Directors
and stockholders of the Corporation as provided in Section 12.
Subject to
Section 13, no Option shall be granted under the Employee Stock
Option Plan
after the tenth (10th) anniversary of the approval of the
Employee Stock Option
Plan by the stockholders of the Corporation, or December 31,
2012, whichever
occurs first.
3. Administration of the Employee Stock Option Plan.
The Board of Directors of the Corporation shall appoint a
committee
(the "Committee") to administer the Employee Stock Option Plan.
The Committee
shall consist of either the entire Board of Directors (provided
that a majority
of the Board of Directors and a majority of the Directors acting
as the
Committee are disinterested persons) or a Committee appointed by
the Board of
Directors consisting of one or more disinterested 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
Employee Stock Option
Plan, to direct the grant of Options; to determine the purchase
price of the
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Common Stock covered by each Option, the Eligible Employees 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 Employee 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 Employee
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 Eligible Employees as a prerequisite to, and in connection
with, a grant of
Options under the Employee 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 Employee 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 Employee 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 Employee Stock Option Plan or any Option granted
under it.
4. Eligibility: Factors to be Considered in Granting Options and
Designating
ISOs.
(a) Options may be granted only to employees, including Officers
who
are employees of the Corporation, or a parent corporation or a
subsidiary
corporation thereof on the date of grant (Options so granted may
be designated
as ISOs). 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 nature of the duties of the
respective persons,
their present and potential contributions to the Corporation's
successful
operation or to successful operation of a parent corporation or
a subsidiary
corporation thereof, as the case may be, and such other factors
as the Committee
in its sole and absolute discretion shall deem relevant. Subject
to the
provisions of Section 2 above, an Eligible Employee may receive
Options on more
than one occasion under the Employee Stock Option Plan.
(b) In the case of each ISO granted to an employee, the
aggregate
fair market value (determined at the time the ISO is granted) of
the Common
Stock with respect to which the ISO is exercisable for the first
time by such
employee during any calendar year (under all plans of the
Corporation and any
parent corporation or any subsidiary corporation thereof) may
not exceed
$100,000.
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 fair market value of a share of the Common Stock on the
date the ISO is
granted or one hundred and ten percent (110%) of the fair market
value of a
share of the Common Stock on the date the ISO is granted if the
Holder owns
stock possessing more than ten percent (10%) of the total
combined voting power
of all classes of stock of the Corporation or of a parent or
subsidiary
corporation thereof (a "Ten Percent Holder"). For all purposes
under the
Employee Stock Option Plan, if at the time of grant the Common
Stock is publicly
traded, its 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 that 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
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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 ISO is
granted, the
Common Stock is not publicly traded, the Committee shall make a
good faith
attempt
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