Exhibit 10.28
THE TOWN BANK
OF
WESTFIELD
2001 EMPLOYEE STOCK OPTION PLAN
1. Purpose of the 2001
Employee Stock Option Plan.
The Town Bank of Westfield (the "Corporation") desires to attract
and retain the best available employees
("Eligible
Employees",
as hereinafter
defined) and to encourage their highest
level of performance.
The 2001 Employee
Stock Option Plan (the "Employee Stock Option Plan") is intended to
contribute
significantly to the attainment of these
objectives by (i)
providing
long-term
incentives and rewards to all Eligible Employees who are in a position to
contribute to the long-term success and growth of the Corporation, (ii)
assisting the Corporation and any subsidiary of the
Corporation in
attracting
and retaining Eligible Employees with experience and ability, and (iii)
associating more closely the interests of the
Eligible Employees
with those of
the Corporation's stockholders.
The term "Eligible
Employees" as used in this Employee Stock Option
Plan means the employees and Officers of
(i) the Corporation, (ii) any parent of
the Corporation, or (iii) any subsidiary of
the Corporation.
2. Scope and Duration of
the Employee Stock Option Plan.
Under the Employee
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, which options, if
granted to Eligible Employees who are also
employees (including Officers who are
employees) of the Corporation, a parent corporation or a
subsidiary corporation
of the Corporation, may, at the time of grant, be
designated as incentive stock
options ("ISOs"), with the attendant tax benefits, as provided for under
sections 421 and 422 of the Internal
Revenue Code of 1986,
as amended, and
any
successor statute and regulations promulgated or proposed thereunder (the
"Code"). The aggregate number of shares of
Common Stock reserved for grant from
time to time under the Employee Stock Option Plan is 28,465 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. In no event may there be dedicated
under the Employee Stock
Option Plan a number of shares of Common
Stock of the
Corporation greater
than
five percent of the outstanding shares of
Capital Stock of the Corporation. The
aggregate number of shares of Common Stock
reserved for grant under the Employee
Stock Option Plan shall be subject to
adjustment as provided in Paragraph 11. 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 Employee Stock Option Plan shall have been terminated) become
available for other Options under the
Employee Stock Option
Plan. The Employee
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 Employee
Stock Option Plan
after the tenth (10th) anniversary of the approval of the
Employee Stock Option
Plan by the stockholders of the Corporation, or December 31, 2011, whichever
occurs first.
3. Administration of the
Employee Stock Option Plan.
The Board of Directors of the Corporation shall appoint a committee
(the "Committee") to administer the Employee Stock Option Plan.
The Committee
shall consist of either the entire Board of
Directors (provided
that a majority
of the Board of Directors and a majority of the Directors acting as the
Committee are disinterested persons) or a Committee
appointed by the Board
of
Directors consisting of one or more
disinterested 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 Employee Stock
Option
Plan, to direct the grant of Options;
to determine
the purchase
price of the
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Common Stock covered by each Option,
the Eligible
Employees 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 designate Options as ISOs; to
interpret the Employee
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
Employee 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 Eligible Employees as a prerequisite to, and in
connection with, a grant of Options
under the Employee
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 Employee 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
Employee 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 Employee Stock Option Plan
or any Option granted under it.
4. Eligibility:
Factors to be
Considered in Granting Options and Designating
ISOs.
(a) Options may be granted only to (i) employees (including
Officers
who are employees) of the Corporation,
or a parent
corporation or a
subsidiary
corporation thereof on the date of grant
(Options so granted
may be designated
as ISOs), and (ii) to Officers of the
Corporation,
a parent corporation or a
subsidiary corporation thereof on the date of
grant, without regard
to whether
they are employees. 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 nature of the duties of the
respective
persons, their present and potential contributions to the Corporation's
successful operation or to successful
operation of a parent
corporation
or a
subsidiary corporation thereof, as the case may be, and such other
factors as
the Committee in its sole and absolute
discretion shall deem
relevant. Subject
to the provisions of Paragraph 2, above, an Eligible Employee may receive
Options on more than one occasion under the
Employee Stock Option Plan.
(b) In the case of each ISO granted to an employee, the aggregate
fair market value (determined at the time the ISO is
granted) of the
Common
Stock with respect to which the ISO is
exercisable
for the first time by
such
employee during any calendar year (under
all plans of the
Corporation and
any
parent corporation or any subsidiary corporation thereof) may not exceed
$100,000.
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 in the case of an
ISO shall it be less than the fair market
value of a share of
the Common Stock
on the date the ISO is granted or one
hundred and ten percent (110%) of the fair
market value of a share of the
Common Stock on the date the ISO is
granted if
the Holder owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of
stock of the Corporation or of a parent
or subsidiary corporation thereof (a "Ten
Percent Holder"). In no event may the
option price of a share of Common Stock be less than the
greater of the par
value of the Common Stock or eighty-five
percent (85%) of its
fair market value
on the date the Option is granted.
For all purposes
under the Employee Stock
Option Plan, if at the time of grant the Common
Stock
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is publicly traded, its 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 that 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 ISO 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. The term of an ISO granted to a
third-party Ten Percent Holder shall be no
more than five y
