Exhibit 10.32
THE TOWN BANK
OF
WESTFIELD
2001 DIRECTOR STOCK OPTION PLAN
1. Purpose of the 2001
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
2001
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 shall be an
amount equal to a maximum of five percent
(5%) of the then outstanding shares of
Common Stock; provided, however, that the
number of shares issuable hereunder together with the number
of shares issuable
under any other stock option plan maintained by the Bank, except such stock
option plan which qualifies as an incentive stock option plan pursuant to
Section 422 of the Internal Revenue Code of 1986, as from time to time amended
or the comparable provision in any future tax
statute (the "Code"),
does not
exceed ten percent (10%) of the then
outstanding shares of Common Stock. Shares
of Common Stock underlying Options granted hereunder 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, 2011,
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.
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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 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 one
hundred percent
(100%) of the fair market value of the Common Stock on the date the Option
is
granted. 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
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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.
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 Di
