STOCK OPTION AGREEMENT
UNDER THE
BANK OF NEW JERSEY 2006 STOCK OPTION PLAN
THIS
STOCK OPTION AGREEMENT (this “ Agreement ”) is
made between THE BANK OF NEW JERSEY (the “ Company
”) and [
] (the “ Optionee ”).
WHEREAS,
the Company maintains the Bank of New Jersey 2006 Stock Option Plan
(the “ Plan ”) for the benefit of the key
employees, directors and advisors of the Company and its
Affiliates; and
WHEREAS,
the Plan permits the award of an Stock Options to purchase Shares,
subject to the terms of the Plan; and
WHEREAS,
the Company desires to grant the Optionee Stock Options under the
Plan to further align the Optionee’s personal financial
interests with those of the Company’s
stockholders.
NOW,
THEREFORE, in consideration of these premises and the agreements
set forth herein and intending to be legally bound hereby, the
parties agree as follows:
1. Award of Option. This Agreement evidences the grant to
the Optionee of an option (the “ Option ”) to
purchase [
] ( [
] ) Shares (the “ Option Shares ”). The
Option is subject to the terms set forth herein, and in all
respects is subject to the terms and provisions of the Plan
applicable to Stock Options, which terms and provisions are
incorporated herein by this reference. Except as otherwise
specified herein or unless the context herein requires otherwise,
the terms defined in the Plan will have the same meanings
herein.
2. Nature of the Option. Subject to the limitation contained
in Section 422(d) of the Code, the Option [is] [is not] intended to
be an incentive stock option as described by Section 422 of
the Code.
3. Date of Grant; Term of Option. The Option was granted on
[
] , 2006 (the “ Effective Date ”) and may
not be exercised later than the date that is ten (10) years
after that date, subject to earlier termination in accordance with
the Plan.
4. Option Exercise Price. The per share exercise price of
the Option is $ [
] ( the “ Exercise Price ”)
, which is the Fair Market Value per Share on the Effective
Date.
5. Exercise of Option. The Option will become exercisable
only in accordance with the terms and provisions of the Plan and
this Agreement, as follows:
(a) Right to Exercise. Option Shares will become
exercisable if the Optionee remains in continuous service to the
Company through the applicable vesting date as follows:
(1) the Option shall become exercisable with respect to
[
] % of the Option Shares on [
] , (2) an additional [
] % of the Option Shares will
become
exercisable on [
] , and (3) the remaining [
] % of the Option Shares will become exercisable on [
] .
Upon
a termination of the Optionee’s service with the Company, the
Option will be exercisable only to the extent specified in
Section 6 of the Plan. Solely for purposes of this Option,
service with the Company will be deemed to include service with an
Affiliate of the Company for so long as that entity remains an
Affiliate of the Company.
(b) Method of Exercise. The Optionee may exercise the
Option by providing written notice to the Company stating the
election to exercise the Option. Such written notice shall be
signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company or such other person
as may be designated by the Company, and shall be accompanied by
payment of the Exercise Price and an amount equal to any required
tax withholding. Payment of the Exercise Price will be made in cash
or such other form as may be accepted by the Board in accordance
with the Plan.
(c) Share Legends . Any certificate evidencing an
Option Share will contain such legends as may be required or
appropriate under any applicable stockholder agreement or stock
purchase agreement, in addition to any other legend that may be
required or appropriate under applicable law, the Plan or
otherwise.
(d) Partial Exercise. The Option may be exercised in
whole or in part; provided, however , that any exercise may
apply only with respect to a whole number of Option
Shares.
(e) Restrictions on Exercise. The Option may not be
exercised, and any purported exercise will be void, if the issuance
of the Option Shares upon such exercise would constitute a
violation of any applicable federal or state securities laws or
other laws or regulations.
6. Investment Representations. The Optionee represents and
warrants to the Company that:
(a) he or she is acquiring the Option (and upon
exercise of the Option, will be acquiring the Option Shares) for
investment for his or her own account, not as a nominee or agent,
and not with a view to, or for resale in connection with, any
distribution thereof; and
(b) he or she has a preexisting personal or business
relationship with the Company or one of its directors, officers or
controlling persons and by reason of his or her business or
financial experience, has, and could be reasonably assumed to have,
the capacity to protect his or her interests in connection with the
acquisition of this Option and the Option Shares.
In addition, as a
further condition to the exercise of the Option, the Company may
require the Optionee to make any representation or warranty to the
Company as may be required by or advisable under any applicable law
or regulation.
7. Non-Transferability of Option. The Option may not be
sold, pledged, assigned, hypothecated, gifted, transferred or
disposed of in any manner either voluntarily or
-2-
involuntarily
by operation of law, other than by will or by the laws of descent
or distribution. During the Optionee’s lifetime, the Option
is exercisable only by the Optionee. Subject to the foregoing and
the terms of the Plan, the terms of the Option will be binding upon
the executors, administrators and heirs of the Optionee.
8. Restrictions on Transfer of Option Shares.
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