Exhibit 10.30
THE TOWN BANK
OF
WESTFIELD
1999 DIRECTOR STOCK OPTION PLAN
1. Purpose of the 1999
Director Stock Option Plan.
The Town Bank of Westfield (the "Corporation") desires to
attract
and retain the best available persons to
serve as Directors of the Corporation
(the "Directors") and to encourage their
regular attendance at Board and
committee meetings and to obtain their
highest level of performance. The 1999
Director Stock Option Plan (the "Director
Stock Option Plan") amends in its
entirety, restates, supersedes and
terminates all preceding Director Stock
Option Plans and is intended to contribute
significantly to the attainment of
these objectives by (i) providing long-term
incentives and rewards to all
Directors; and (ii) assisting the
Corporation and any subsidiary of the
Corporation in attracting and retaining
Directors with experience and ability.
The term "Directors" as used in this Director Stock Option Plan
means the Directors and the members of any
advisory committee to the Board of
Directors of (i) the Corporation, (ii) any
parent of the Corporation, or (iii)
any subsidiary of the Corporation.
2. Scope and Duration of
the Director Stock Option Plan.
Under the Director Stock Option Plan, options (singularly, an
"Option", collectively, the "Options") to
purchase voting common stock, $5.00
par value ("Common Stock") of the
Corporation, may be granted. The aggregate
number of shares of Common Stock reserved
for grant from time to time under the
Director Stock Option Plan is 31,169 shares
of Common Stock, which shares may be
authorized but unissued shares of Common
Stock or shares of Common Stock which
shall have been or which may be reacquired
by the Corporation, as the Board of
Directors of the Corporation shall from
time to time determine. The aggregate
number of shares of Common Stock reserved
for grant under the Director Stock
Option Plan shall be subject to adjustment
as provided in Paragraph 11. In no
event shall the number of shares reserved
for grant under the Director Stock
Option Plan exceed five percent of the
issued and outstanding shares of capital
stock of the Corporation. If an Option
shall expire or terminate for any reason
without having been exercised in full, the
shares represented by the portion
thereof not so exercised shall (unless the
Director Stock Option Plan shall have
been terminated) become available for other
Options under the Director Stock
Option Plan. The Director Stock Option Plan
shall become effective upon approval
by the Board of Directors and stockholders
of the Corporation as provided in
Paragraph 12. Subject to Paragraph 13, no
Option shall be granted under the
Director Stock Option Plan after the tenth
(10th) anniversary of the approval of
the Director Stock Option Plan by the
stockholders of the Corporation, or
December 31, 2009, whichever occurs
first.
3. Administration of the
Director Stock Option Plan.
The Board of Directors of the Corporation shall appoint a
committee
(the "Committee") to administer the
Director Stock Option Plan. The Committee
shall consist of either the entire Board of
Directors or a Committee appointed
by the Board of Directors consisting of one
or more persons, who are Directors
of the Corporation, and who shall serve at
the pleasure of the Board of
Directors.
The Committee shall have authority in its discretion, subject
to,
and not inconsistent with, the express
provisions of the Director Stock Option
Plan, to direct the grant of Options; to
determine the purchase price of the
Common Stock covered by each Option, the
Directors to whom, and the time or
times at which, Options shall be granted
and the number of shares to be covered
by each Option; to interpret the Director
Stock Option Plan; to determine the
time or times at which Options may be
exercised; to prescribe, amend and rescind
rules and regulations relating to the
Director Stock Option Plan, including,
without limitation, such rules and
regulations as it shall deem advisable to
insure that transactions involving Options
may qualify for exemption under such
rules and regulations as the Securities and
Exchange Commission may promulgate
or propose from time to time exempting
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transactions from Section 16(b) of the
Securities Exchange Act of 1934; to
determine the terms and provisions of, and
to cause the Corporation to enter
into, agreements with Directors as a
prerequisite to, and in connection with, a
grant of Options under the Director Stock
Option Plan (the "Agreements"), which
Agreements may vary from one another as the
Committee shall deem appropriate;
and to make all other determinations it may
deem necessary or advisable for the
administration of the Director Stock Option
Plan. The Committee may delegate to
one or more of its members, or to one or
more agents, those administrative
duties as the Committee may deem advisable
and may employ (or authorize any
person to whom it has delegated duties, as
aforesaid) to employ one or more
persons to render advice with respect to
any responsibility it (or that person)
may have under the Director Stock Option
Plan.
The Board of Directors of the Corporation may from time to time
appoint members of the Committee in
substitution for, or in addition to, members
previously appointed and may fill
vacancies, however caused, in the Committee.
The Committee shall hold its meetings at
such times and places as it shall deem
advisable. Members may participate in
meetings through conference telephone
calls or similar arrangements. A majority
of the members of the Committee shall
constitute a quorum. All determinations of
the Committee shall be made by a
majority of its members. Any decision or
determination reduced to writing and
signed by all of the members shall be fully
effective as if it had been made by
a majority vote at a meeting duly called
and held. The Committee may appoint a
secretary, shall keep minutes of its
meetings, and shall make such rules and
regulations for the conduct of its business
as it shall deem necessary or
advisable. No member of the Committee shall
be liable for any action or
determination taken or made, or not taken
or not made, in good faith with
respect to the Director Stock Option Plan
or any Option granted under it.
4. Eligibility: Factors
to be Considered in Granting Options.
An option
may be granted only to a person who is a Director of, or, if
the
Board of Directors in its sole and absolute
discretion shall elect, a member of
an advisory committee to the Board of
Directors of the Corporation, or a parent
corporation or a subsidiary corporation
thereof on the date of grant. In
determining the persons to whom Options
shall be granted and the number of
shares of Common Stock to be covered by
each Option, the Committee shall take
into account the number of Board and
Committee meetings the person attends, the
performance of the Corporation and such
other factors as the Committee in its
sole and absolute discretion shall deem
relevant. Subject to the provisions of
Paragraph 2, above, a person may receive
Options on more than one occasion under
the Director Stock Option Plan.
5. Option Price.
The purchase price per share of the Common Stock covered by
each
Option shall be established by the
Committee, but in no event shall it be less
than the greater of the par value of the
Common Stock or eighty-five percent of
the fair market value of the Common Stock
on the date the Option is issued. If,
at the time an Option is granted the Common
Stock is publicly traded, fair
market value shall be the last reported
sale price, regular way, on the last
preceding trading day, or, in case no such
reported sale takes place on such
day, the average of the last reported bid
and asked prices, regular, in either
case on the principal national securities
exchange, if any, on which the Common
Stock is admitted to trading or listed, or
if not so admitted to trading or
listed on any national securities exchange,
the average of the closing reported
bid and asked prices on the last preceding
trading day as reported by the
National Association of Securities Dealers
Automated Quotation System ("NASDAQ")
or any comparable system, or if not listed
for quotation through NASDAQ or any
comparable system, the average of the
closing bid and asked prices on the last
preceding trading day as recorded by two
members of the National Association of
Securities Dealers, Inc. selected from time
to time by the Committee for that
purpose. If the Committee shall determine
that no stock quotation is available
or that the stock price quotation is not
representative of fair market value by
reason of the lack of a significant number
of recent transactions or otherwise,
the Committee may determine fair market
value in such a manner as it shall deem
appropriate under the circumstances. If, at
the time an Option is granted, the
Common Stock is not publicly traded, the
Committee shall make a good faith
attempt to determine its fair market value.
The determination of the fair market
value of the Common Stock shall be made by
the Committee without regard to any
restrictions, other than a restriction
which, by its terms, will never lapse.
The date on which the Committee adopts a
resolution expressly granting an Option
shall be considered the date on which that
Option is granted.
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6. Term of Options.
The term of each option shall be fixed by the Committee, but in
no
event shall it be more than 10 years from
the date of grant, subject to earlier
termination as provided in Paragraphs 9 and
10.
7. Exercise of
Options.
(a) An Option granted as a Director's annual fee for service may
be
exercised, in whole or in part, by the last
day of the year for which it was
granted. All Options issued for attendance
at meetings shall be fully
exercisable, in whole or in part, at all
times. All shares not previously
purchased may be purchased after the close
of the year for which the Option
under which they may be purchased was
granted provided the Option has not lapsed
or been previously terminated.
Notwithstanding the foregoing, (i) the Committee
may in its discretion issue Option
