Exhibit 10.29
THE TOWN BANK
OF
WESTFIELD
2002 EMPLOYEE STOCK OPTION PLAN
1. Purpose of the 2002
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 2002 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, will, 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 75,000 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 Section
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 Section 12. Subject to
Section 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, 2012, 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 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 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). 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 Section 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 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"). For all purposes under the
Employee Stock Option Plan, if at the time
of grant the Common Stock 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
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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 mar
