Exhibit 10.31
THE TOWN BANK
OF
WESTFIELD
2000 DIRECTOR STOCK OPTION PLAN
1. Purpose of the 2000
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
2000
Director Stock Option Plan (the
"Director Stock Option Plan") 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, 2010, 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
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regulations as the Securities and Exchange
Commission may
promulgate or propose
from time to time exempting 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) The vested portion of an Option granted as a Director's
annual
fee for service may be exercised, in whole or in part, through and until the
termination of the Director Stock Option
Plan. All Options issued for attendance
at meetings shall be fully exercisable, in
whole or in part, at any time through
and until the termination of the Director
Stock Option Plan. Notwithstanding the
foregoing, (i) the Committee may in its
discretion
issue Options from
time to
time which are immediately exercisable in full or which are
exercisable at such
o
