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EXHIBIT 4.4
ALLAIRE COMMUNITY BANK
1999
DIRECTOR STOCK OPTION PLAN
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ALLAIRE COMMUNITY BANK
1999 Director Stock Option Plan
Table of Contents
Page
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SECTION 1. Definitions
..................................................... 1
SECTION 2. Purpose of Plan
................................................. 3
SECTION 3. Administration
.................................................. 3
SECTION 4. Shares Subject to the Plan
...................................... 4
SECTION 5. Stock Option Agreements and Exercise Thereof
.................... 4
SECTION 6. Stock Option Price
.............................................. 5
SECTION 7. Grants
.......................................................... 5
SECTION 8. Vesting of Stock Options
........................................ 5
SECTION 9. Duration and Time For Exercise of Stock Options
................. 5
SECTION 10. Expiration of Stock Options
.................................... 6
SECTION 11. Stock Option Adjustments
....................................... 6
SECTION 12. Amendment to the Plan
.......................................... 6
SECTION 13. General Provisions
............................................ 6
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ALLAIRE COMMUNITY BANK
1999 DIRECTOR STOCK OPTION PLAN
SECTION 1. Definitions
Wherever used in this Plan, the following capitalized terms
shall have the
meaning set forth below:
(a) "Board" shall mean the Company's Board of Directors.
(b) "Chairman" shall mean the Chairman of the Company's Banks
Board of
Directors.
(c) "Vice Chairman" shall mean the Vice Chairman of the
Company's Board
of Directors.
(d) "Change of Control" shall mean any of the following:
(i) The acquisition of the beneficial ownership of at least 25%
of
the Stock or all or substantially all of the assets of the
Bank by a single person or entity or a group of persons or
entities acting in concert;
(ii) The merger, consolidation or combination of the Company
with
an unaffiliated corporation in which the Directors
immediately
prior to such transaction constitute less than a majority of
the board of directors of the surviving new or combined
entity
in such transaction;
(iii) The transfer of all or substantially all of the
Company's
assets to an unaffiliated corporation;
(iv) The election to the Board during any consecutive
three-year
period of a group of individuals constituting a majority of
the Board who were not serving as directors of either of
such
boards immediately prior to such consecutive three-year
period.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(f) "Committee" shall mean a committee of two or more members of
the
Board, to which the Board has delegated the authority to
administer
the Plan under Section 3.
(g) "Company" shall mean Allaire Community Bank, a banking
corporation
chartered under the laws of the State of New Jersey.
(h) "Director" shall mean an individual duly elected to serve as
a
member of the Board or the board of directors of a
Subsidiary.
(i) "Disability" shall mean the permanent disability of a
Participant or
the failure of a Participant to perform substantially all of
the
services to the Company or a
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Subsidiary performed by the Participant prior to such failure
for a
period of six months commencing with the first date of such
failure
for reasons other than Voluntary or Involuntary Termination,
Termination for Misconduct, death or approved Retirement.
(j) "Effective Date" shall mean April 28, 1999.
(k) "Employee" shall mean a person in the employ, under common
law, of
the Company or any of its Subsidiaries.
(l) "Grant" shall mean the award of a Stock Option to a
Participant.
(m) "Grant Date" shall mean the date on which the Committee acts
to
award the Stock Option in question in the case of a Grant to
an
Employee and the date on which an option is awarded to an
Outside
Director under the Plan (notwithstanding any initial 6-month
prohibition against exercise).
(n) "Incentive Stock Option" shall mean a Stock Option which
qualifies
under section 422A of the Code.
(o) "Involuntary Termination" shall mean separation from
services as an
Employee or Director at the request or demand of the Company or
the
Subsidiary to whom such services were rendered for any reason
other
than Misconduct, death or Disability.
(p) "Misconduct" shall mean willful and continued failure by
the
Participant to perform the Participants duties for the Company
or a
Subsidiary after a warning in writing from the Committee
specifically identifying any such failure; the willful engaging
by
the Participant in an act which causes material injury to
the
Company or a Subsidiary as specified in a written notice from
the
Committee; conviction of a crime (other than a traffic
violation);
habitual drunkenness, drug abuse or excessive absenteeism
(other
than for illness), after a warning in writing from the
Committee. No
act or failure to act on the part of a Participant shall be
considered willful unless done, or omitted to be done, not in
good
faith and without reasonable belief that the action or omission
was
in the best interest or the Company.
(q) "Non-qualified Stock Option" shall mean a Stock Option which
is not
an Incentive Stock Option.
(r) "Outside Director" shall mean a Director who is not also an
Employee
but who is a member of the board of directors of the Bank.
(s) "Inside Director" shall mean a Director who is also an
employee and
is also a member of the board of directors of the Bank.
(t) "Retirement" means separation from services as an Employee
or
Director by reason of ceasing to perform any services to the
Bank as
an Employee or Director which shall be approved by the
Company.
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(u) "Participant" shall mean an Employee or Director who has
received a
Grant.
(v) "Plan" shall mean this Allaire Community Bank 1999 Employee
Stock
Option Plan.
(w) "Stated Expiration Date" shall mean the date set forth in a
Stock
Option agreement on which the related Stock Option expires
absent
the Participants termination of service to the Company or a
Subsidiary.
(x) "Stock" shall mean the Common Stock of the Company par value
$5.00.
(y) "Stock Option" shall mean a right to purchase Stock.
(z) "Stock Option Price" shall mean the purchase price for a
share of
Stock subject to a Stock Option.
(aa) "Subsidiary" shall mean a subsidiary corporation of the
Company, as
defined in Sections 424 (f) and 424 (g) of the Code.
(bb) "Qualified Person" means a Participant's legal guardian or
legal
representative or a deceased Participant's heir or legatee who
has a
legal right to or in respect of an Incentive of that
Participant.
(cc) "Voluntary Termination" shall mean a termination of service
as an
Employee or Director which is not an Involuntary Termination,
a
Termination for Misconduct, a termination by reason of death,
a
termination by reason of Retirement approved by the Company or
a
termination by reason of Disability.
SECTION 2. Purpose of Plan
The purpose of the Plan is to make a provision for the Grant of
Stock
Options to acquire up to 35,546 shares of Stock to Outside
Directors and Inside
Directors and as a means of compensating them for service
provided to the
Company and its Subsidiaries in addition to any other
compensation provided to
them. Of the number of Stock Options available for Grant, 28,800
shall be
granted to Outside Directors, the Chairman of the Board and the
Vice Chairman as
set forth in Section 4 as Non-Qualified Stock Options. The
remaining balance of
options may be granted from time to time by the Committee.
SECTION 3. Administration
3.01. The Committee. The Plan shall be administered by the
Committee
consisting of not less than two persons appointed by the Board
from among its
members. Committee members shall serve at the pleasure of the
Board.
3.02. Committee Authority. Except as otherwise provided in the
Plan, the
Committee shall have full and final authority in its sole
discretion to grant to
eligible Participants pursuant to the terms of the Plan, Stock
Options. The
Committee shall also have the authority, which shall be not
limited to:
(i) interpret provisions of the Plan and decide all questions
of
fact arising in
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its application; and
(ii) make all other determinations necessary or advisable for
the
administration of the Plan; and
(iii) authorize any of its members to execute and deliver
documents
on behalf of the Committee.
(iv) have discretion to determine the Outside Directors and
Inside
Directors who shall receive Grants, the times at which
Grants
shall be made, the number of shares of Stock to make
available
to each Outside Director or Inside Director in the form of a
Grant, whether Grants to Inside Directors shall be Incentive
Stock Options or Non-Qualified Stock Options and the terms
of
Grants to such Inside Directors.
However, the Committee shall not have authority to take
action
inconsistent with other provisions of the Plan.
No member of the Com
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