Exhibit 10.1
PEAPACK-GLADSTONE FINANCIAL CORPORATION
1998 Stock Option Plan for Outside Directors
(As Amended and Restated by Directors on January 1, 2001)
(As Amended and Restated by Directors on December 8, 2005)
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1. Purpose
The
purpose of the
Peapack-Gladstone
Corporation (the
"Company")
1998
Stock Option Plan for Outside Directors (the "Directors' Option Plan" or the
"Plan") is to promote the growth and
profitability
of the Company by
providing
Outside Directors of the Company with an incentive to achieve long-term
objectives of the Company and to attract and
retain non-employee
directors of
outstanding competence by providing such
Outside Directors with
an opportunity
to acquire an equity interest in the
Company.
2. Grant of Options
(a) The
Plan will be
administered by the
Compensation
Committee of the
Board of Directors (the "Committee").
The Committee shall
consist solely of two
or more Non-Employee Directors, as such term is defined in Rule
16b-3(b)(3) of
the Exchange Act. The Committee
may, from time to
time, recommend the
grant of
options to the Outside Directors (for purposes of this
Directors' Option
Plan,
the term "Outside Director" shall mean a
member of the Board of Directors of the
Company not also serving as an employee of
the Company) under
this Plan in such
numbers and upon such terms as it deems
appropriate,
but all grants must be
approved by the Company's Board of
Directors.
(b)
Option Price. The purchase price per share of the Common Stock
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deliverable upon exercise of such option
shall equal the Fair
Market Value of
the Common Stock on the date of the grant of
this option as
determined
under
paragraph (d) of this Section 2 and in no event below the par value of the
Common Stock on the Date of Grant.
(c)
Ineligibility. An option under the Directors' Option Plan shall not
be
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granted to any Outside Director who at any previous time
was an employee of the
Company and in such capacity was eligible to receive any options to
purchase
Common Stock.
(d) Fair
Market Value. For
purposes of the Directors' Option Plan, when
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used in connection with Common Stock on a certain
date, Fair Market Value means
the average of the high and low prices
of known trades of the
Common Stock on
the relevant date, or if the Common Stock was not
traded on such date,
on the
next preceding day on which the Common
Stock was traded thereon.
3. Terms and
Conditions
(a) Option
Agreement.
Each option shall be
evidenced by a written option
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agreement between the Company and the
recipient specifying
the number of shares
of Common Stock that may be acquired
through
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its exercise and containing such other terms and conditions which are not
inconsistent with the terms of this
grant.
(b)
Vesting. Each option granted pursuant to Section 2(a) hereof
shall
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become exercisable in five annual
installments
of twenty percent (20%). The
first installment of options granted pursuant to Section 2(a) shall
vest one
year from the date of grant and the
remaining four annual installments will vest
on successive anniversary dates, but only if the
optionee continues to serve as
an Outside Director at such applicable
vesting date, unless
otherwise provided
in this Plan. Notwithstanding the foregoing, the Committee may accelerate
the
vesting and exercisability of any option or
portion thereof at any time.
(c) Manner
of Exercise. The
option when exercisable may be exercised from
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time to time in whole or in part, by
delivering a written
notice of exercise to
the President of the Company signed by the
recipient. Such notice is irrevocable
and must be accompanied by full payment of the
exercise price (as determined in
Section 2(b) hereof) in cash or shares of
previously
acquired common stock of
the Company at the Fair Market Value of
such shares determined
on the exercise
date by the manner described in Section
2(d) above.
(d)
Transferability.
Each option granted
hereby may be exercised only by
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the recipient to whom it is issued,
or in the event of the
Outside Director's
death, his or her legal representative or successor(s) in interest
pursuant to
the terms of section 3(e) hereof.
(e)
Termination of Service. Upon the termination of a
recipient's service
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for any reason other than disability, Change in Control, death or removal for
cause, the participant's stock options shall be exercisable
only as to those
shares which were immediately purchasable by the recipient at the date of
termination. In the event of death or
disability of any
recipient,
all stock
options held by such recipient,
whether or not
exercisable at such time, shall
become immediately exercisable by the recipient or the recipient's legal
representatives or beneficiaries. Upon termination of the
recipient's
service
due to a Change in Control, all stock
options held by such recipient, whether or
not exercisable at such time, shall become immediately ex
