Exhibit 10.1
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Name of Employee:
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No. of Shares:
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VALLEY NATIONAL BANCORP
INCENTIVE STOCK OPTION
AGREEMENT
VALLEY NATIONAL BANCORP, a New
Jersey corporation (the “Company”), this
day of
, 200 (the “Option
Date”) hereby grants to
(Employee”), an employee of the Company or a subsidiary
thereof, pursuant to the Company’s 2009 Long-Term Stock
Incentive Plan, as amended (the “Plan”), an option to
purchase shares of the Common Stock, no par value, of the Company
(“Common Stock”) in the amount and on the terms and
conditions hereinafter set forth.
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1.
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Incorporation by Reference of Plan
. The provisions of the Plan, a copy
of which is being furnished herewith to the Employee, are
incorporated by reference herein and shall govern as to all matters
not expressly provided for in this Agreement. Capitalized terms not
defined herein have the meanings set forth in the Plan. In the
event of any conflict between the terms of this agreement and the
Plan, the terms of the Plan shall govern.
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2.
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Grant of
Option . The Company
hereby grants to the Employee the option (the “Option”)
to purchase all or any part of an aggregate of
shares of Common Stock (“Shares”) on the terms and
conditions herein set forth. To the extent possible, the Option is
intended to be an incentive option within the meaning of
Section 422 of the Code.
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3.
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Purchase
Price . The purchase
price of the shares of Common Stock subject to the Option shall be
per share subject to adjustment as provided in Section 10
below.
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4.
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Terms of
Option . (a)
Vesting . This Option shall not be exercisable until the
dates shown below:
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Notwithstanding the foregoing
vesting schedule, upon the death or Retirement (as such term is
defined in the Plan) of the Employee, all options shall become
immediately exercisable.
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5.
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Final
Termination .
Notwithstanding anything to the contrary set forth in
Section 6(b) of the Plan, the Option shall no longer be
exercisable ten (10) years from the date hereof or such
shorter as is prescribed in the Plan or in this
Agreement.
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6.
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Restrictions . This Option is subject to all the terms and
conditions set forth in the Plan including, but not limited to, the
following:
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a.
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This Option is
not transferable, as provided in Section 6(c) of the
Plan;
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b.
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This Option may
be exercised for a period of up to two years, and in no event for a
period of less than one year, after the Employee dies, as provided
in Section 6(g)(1) of the Plan;
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c.
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This Option
lapses upon the termination of employment if the termination is by
the Company or by a subsidiary for Cause or is by the Employee
(other than due to the Employee’s Retirement), as provided in
Section 6(g)(2) of the Plan;
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d.
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This Option
lapses at the conclusion of the remaining term of the Option and no
event including the death of the Employee shall extend the exercise
period beyond such date (as defined in the Plan);
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e.
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This Option
lapses 90 days after the termination of Employee’s employment
if the termination is for any reason other than Cause, Retirement,
death or termination by the Employee (other than for Retirement),
as provided in Section 6(g)(4) of the Plan; and
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f.
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This Option may
be exercised by the designated beneficiaries of the Employee, as
provided in Section 17(c) of the Plan.
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7.
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Accelerated
Stock Options . With
respect to an Employee who was at any time a named executive
officer (as determined under Item 402 of Regulation S-K of the
Exchange Act), this Option is subject to all the terms and
conditions set forth in the Plan regarding Accelerated Stock
Options including, but not limited to, the following:
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a.
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The retention
requirements as provided in Section 6(g) of the Plan;
and
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b.
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The inclusion
on any certificate issued by the Company for Shares obtained upon
the exercise of the Option of a legend restricting transfer of
Shares subject to the retention requirements as provided in
Section 6(g) of the Plan.
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8.
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Exercise . This Option shall be exercised by notice to
the Company, accompanied by full payment, as set forth in
Section 6(e) of the Plan. A sample form to be used in
exercising this Option is attached.
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9.
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Holding Period of Shares
Necessary for Favorable Tax Treatment . To obtain favorable tax treatment for stock
acquired pursuant to this Option, the Employee may not dispose of
Shares acquired pursuant to this option (i) within 2 years of
the date this option is granted or (ii) within 1 year after
such shares are transferred to the Employee. The foregoing
statement of tax
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2
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consequences is intended only as a
generalized statement of current Federal tax law (as in existence
on the date of this Agreement) and the Employee, at its expense,
should consult his or her tax consultant to determine the specific
tax consequences of his or her exercise of this Option. An employee
who disposes of his Shares prior to the expiration of such holding
period shall notify the Company, within 10 days after the
disposition occurs, of the date of the sale and the amount of gain
on the sale (to permit the Company to deduct the gain for tax
purpose
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