Exhibit 10.1
PEAPACK-GLADSTONE FINANCIAL
CORPORATION
1998 Stock Option
Plan
(As amended through December 31,
2005)
The purpose of the Peapack-Gladstone
Financial Corporation’s (the “Corporation”) 1998
Stock Option Plan (the “Plan”) is to advance the
interests of the Company and its shareholders by providing those
key employees of the Corporation, upon whose judgment, initiative
and efforts the successful conduct of the business of the
Corporation largely depends, with additional incentive to perform
in superior manner. A purpose of the Plan is also to attract people
of experience and ability to the service of the
Corporation.
|
|
A.
|
Board of Directors or Board: means
the board of directors of the Corporation.
|
|
|
B.
|
Change in Control: for purposes of
this Plan, a Change in Control of the Company shall mean an event
of a nature that; (1) any “person” (as the term is used
in Sections 13(d) and 14(d) of the Exchange Act) who is not now
presently but becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more
of the Company’s outstanding securities except for any
securities purchased by any tax-qualified employee benefit plan of
the Company; or (2) individuals who constitute the Board on the
date hereof (the “Incumbent Board”) cease for any
reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for
election by the Company’s stockholders was approved by the
same Nominating Committee serving under an Incumbent Board, shall
be, for purposes of this clause (2), considered as though he were a
member of the Incumbent Board; or (3) filing is made for regulatory
approval to implement a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the
Company or similar transaction in which the Company is not the
resulting entity or such plan, merger consolidation, sale or
similar transaction occurs; or (4) a proxy statement soliciting
proxies from shareholders of the Company, by someone other than the
current management of the Company, seeking stockholder approval of
a plan of reorganization, merger or consolidation of the Company or
similar transaction with one or more corporations as a result of
which the outstanding shares of the class of securities then
subject to the plan or transaction are exchanged for or converted
into cash or property or securities not issued by the Company shall
be distributed; or (5) a tender offer is made for 25% or more of
the voting securities of the Company.
|
|
|
C.
|
Committee: means a committee
consisting of those members of the Compensation Committee of the
Board of Directors who are non-employee members of the
|
Board of Directors, all of whom are
(i) “disinterested directors” as such term is defined
under Rule 16b-3 (“Rule 16b-3”) under the Securities
and Exchange Act of 1934, as amended (the “Exchange
Act”), as promulgated by the Securities and Exchange
Commission and (ii) “outside directors” within the
meaning of Section 162(m) of the Internal Revenue Code, subject to
any transition rules applicable to the definition of outside
director.
|
|
D.
|
Date of Grant: means the date an
Option is granted by the Committee.
|
|
|
E.
|
Disability: means the permanent and
total inability by reason of mental or physical infirmity, or both,
of an employee to perform the work customarily assigned to him.
Additionally, a medical doctor selected or approved by the Board of
Directors must advise the Committee that it is either not possible
to determine when such Disability will terminate or that it appears
probable that such Disability will be permanent during the
remainder of said Participant’s lifetime.
|
|
|
F.
|
Fair Market Value: for purposes of
the 1998 Stock Option Plan when 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.
|
|
|
G.
|
Incentive Stock Option: means an
Option granted by the Committee to a Participant, which Option is
designated as an Incentive Stock Option pursuant to Section
8.
|
|
|
H.
|
Non-qualified Stock Option: means an
Option granted by the Committee to a Participant and which is not
designated by the Committee as an Incentive Stock
Option.
|
|
|
I.
|
Normal Retirement: means retirement
at the normal or early retirement date as set forth in any
tax-qualified retirement/pension plan of the Company.
|
|
|
J.
|
Option: means the grant of Incentive
Stock Options or Non-qualified Stock Options granted under Section
7 or Section 8.
|
|
|
K.
|
Participant: means an employee of
the Company or its affiliates chosen by the Committee to
participate in the Plan.
|
|
|
L.
|
Plan Year(s): means the part of the
year beginning with the date the plan is approved by a majority of
the shareholders and ending on December 31, 1998, and calendar
years thereafter.
|
|
|
M.
|
Termination for Cause: means the
termination upon an intentional failure to perform stated duties,
breach of a fiduciary duty involving personal dishonesty or willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist
order.
|
2
The Plan shall be administered by
the Committee. The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as
it sees necessary for the proper administration of the Plan and to
make determinations and interpretations in connection with the Plan
it sees as necessary or advisable. All awards to the proxy
executives shall be approved in writing by the Committee. All
determinations and interpretations made by the Committee shall be
binding and conclusive on all Participants in the Plan and on their
legal representatives and successors in interest.
Awards under the Plan may be granted
in any one or a combination of:
|
|
(a)
|
Non-qualified Stock
Options;
|
|
|
(b)
|
Incentive Stock Options; and as
defined below in paragraphs 7 and 8 of the Plan.
|
Subject to adjustment as provided in
Section 13, the maximum number of shares reserved for purchase
pursuant to the exercise of options granted under the Plan shall
not exceed 65,000 of the shares of Common Stock of the Company, no
par value per share, subject to adjustments pursuant to this
Section 5. These shares of Common Stock may be either authorized
but unissued shares or shares previously issued and reacquired by
the Company. No more than 6,500 shares may be granted to any one
individual under this Plan in any one year, subject to adjustment
as provided in Section 13. Shares subject to any unexercised
portion of a terminated, canceled or expired option granted
hereunder, and pursuant to which a Participant never acquired
benefits of ownership, including payment of a stock dividend (but
excluding voting rights), may again be subjected to grant and
awards under the Plan.
Officers and other employees of the
Company shall be eligible to receive Incentive Stock Options and
Non-qualified Stock Options under the Plan. Directors who are not
employees or officers of the Company shall not be eligible to
receive Options under the Plan.
|
7.
|
Non-qualified Stock
Options
|
|
|
7.1
|
Grant of Non-qualified Stock
Options .
|
The Committee may, from time to
time, grant Non-qualified Stock Options to eligible employees and,
upon such terms and conditions as the Committee may determine,
grant Non-qualified options in exchange for and upon surrender of
previously granted Options under this Plan. Non-qualified Stock
Options granted under this Plan are subject to the following terms
and conditions.
|
|
(a)
|
Price . The purchase price per share of Common Stock
deliverable upon the exercise of each Non-qualified Stock Option
shall determined by the Committee on the date the option is
granted. The purchase price shall not
|
3
be less than 100% of the Fair Market
Value of the Company’s Common Stock on the Date of Grant and
in no event below the par value of the Common Stock on the Date of
Grant. Shares may be purchased only upon full payment of the
purchase price. Payment of the purchase price may be made, in whole
or in part, through the surrender of shares of the Common Stock of
the Company at the Fair Market Value of such shares on the date of
surrender determined in the manner described in Section
2(i).
|
|
(b)
|
Terms of Options
. The terms during which each
Non-qualified Stock Option may be exercised shall be determined by
the Committee, but in no event shall a Non-qualified Stock Option
be exercisable in whole or in part more than 10 years from the Date
of Grant. The Committee shall determine the date on which each
Non-qualified Stock Option shall become exercisable and may provide
that a Non-qualified Stock Option shall become exercisable in
installments. The shares comprising each installment may be
purchased in whole or in part at any time after such installment
becomes purcha
|
|
