Exhibit 10.2
PEAPACK-GLADSTONE FINANCIAL CORPORATION
2002 Stock Option Plan for Outside Directors
(Adopted by Directors January 10, 2002)
(Adopted by Shareholders April 23, 2002)
(Amended and Restated by Directors December 8, 2005)
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1. Purpose
The
purpose of the
Peapack-Gladstone
Corporation (the
"Company")
2002
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
<PAGE>
through
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 or within 12 months after a Change in
Cont
