EXHIBIT
10.2
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Name of Employee:
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No. of Shares:
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VALLEY NATIONAL BANCORP
NONQUALIFIED STOCK OPTION
AGREEMENT
VALLEY NATIONAL BANCORP, a New
Jersey corporation (the “Company”), this
day of
, 200 , (the “Option
Date”) hereby grants to
(the “Employee”), an employee of the Company or a
subsidiary thereof, pursuant to the Company’s 2009 Long-Term
Stock Incentive Plan (the “Plan”), an option to
purchase shares of the Common Stock, no par value, of the Company
(“Common Stock”) in the amount and on the terms and
conditions hereinafter set forth.
1. Incorporation by Reference of
Plan . The provisions of the Plan, a copy of which is being
furnished herewith to the Employee, are incorporated by reference
herein and shall govern as to all matters not expressly provided
for in this Agreement. Terms not defined herein have the meanings
set forth in the Plan. In the event of any conflict between the
terms of this agreement and the Plan, the terms of the Plan shall
govern.
2. Grant of Option . The
Company hereby grants to the Employee the option (the
“Option”) to purchase all or any part of an aggregate
of
shares of Common Stock (“Shares”) on the terms and
conditions herein set forth.
3. Purchase Price . The
purchase price of the shares of Common Stock subject to the Option
shall be $
per share subject to adjustment as provided in Section 10
below.
4. Terms of Option .
(a) Vesting . This Option shall not be exercisable
until the dates shown below:
Notwithstanding the foregoing
vesting schedule, upon the death or Retirement (as such term is
defined in the Plan) of the Employee, all options shall become
immediately exercisable.
(b) Final Termination .
Notwithstanding anything to the contrary set forth herein, the
Option shall no longer be exercisable 10 years and one day from the
date hereof or such shorter as is prescribed in the Plan or in this
Agreement.
5. Restrictions . This Option
is subject to all the terms and conditions set forth in the Plan
including, but not limited to, the following:
(a) This Option is not transferable,
as provided in Section 6(c) of the Plan;
(b) This Option may be exercised for
a period of up to two years, and in no event for a period of less
than one year, after the Employee dies, as provided in
Section 6(g)(1) of the Plan;
(c) This Option lapses upon the
termination of employment if the termination is by the Company or
by a subsidiary for Cause or is by the Employee (other than due to
the Employee’s Retirement), as provided in
Section 6(g)(2) of the Plan;
(d) This Option lapses at the
conclusion of the remaining term of the Option and no event
including the death of the Employee shall extend the exercise
period beyond such date (as defined in the Plan);
(e) This Option lapses 90 days after
the termination of Employee’s employment if the termination
is for any reason other than Cause, Retirement, death or
termination by the Employee (other than for Retirement), as
provided in Section 6(g)(4) of the Plan; and
(f) This Option may be exercised by
the designated beneficiaries of the Employee, as provided in
Section 17(c) of the Plan.
6. Exercise . This Option
shall be exercised by notice to the Company, accompanied by full
payment, as set forth in Section 6(e) of the Plan. A sample
form to be used in exercising this Option is attached.
7. Accelerated Stock Options
. With respect to an Employee who was at any time a named executive
officer (as determined under Item 402 of Regulation S-K of the
Exchange Act), this Option is subject to all the terms and
conditions set forth in the Plan regarding Accelerated Stock
Options including, but not limited to, the following:
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a.
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The retention
requirements as provided in Section 6(g) of the Plan;
and
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b.
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The inclusion
on any certificate issued by the Company for Shares obtained upon
the exercise of the Option of a legend restricting transfer of
Shares subject to the retention requirements as provided in
Section 6(g) of the Plan.
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8. Tax Treatment Upon
Exercise . The Option is a “Nonqualified” Option
and is not intended to be an incentive option within the meaning of
Section 422 of the Internal Revenue Code of 198