Exhibit (10)J


 


PEAPACK-GLADSTONE FINANCIAL CORPORATION


2012 LONG-TERM STOCK INCENTIVE PLAN


 


(Adopted by Directors January 19, 2012)


(Approved by Shareholders April 24, 2012)


(Amended by Directors March 21, 2013, Approved
by Shareholders April 23, 2013)


(Amended by Directors March 20, 2014, Approved
by Shareholders April 22, 2014)


(Amended by Directors March 26, 2015)


 


1.             Purpose.
The purpose of the Plan is to provide additional incentive to those officers and key employees of the Company and its Subsidiaries,
and certain members of the Board of Directors of the Company whose substantial contributions are essential to the continued growth
and success of the Company’s business in order to strengthen their commitment to the Company and its Subsidiaries, to motivate
such officers, employees and Directors to faithfully and diligently perform their assigned responsibilities and to attract and
retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company.
To accomplish such purposes, the Plan provides that the Company may grant Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock Awards, Restricted Stock Units and Stock Appreciation Rights.


2.             Definitions.
For purposes of this Plan:


(a)           “Agreement”
means the written agreement between the Company and an Optionee or Grantee evidencing the grant of an Option or Award and setting
forth the terms and conditions thereof.


(b)           “Award”
means a grant of Restricted Stock, Restricted Stock Units or Stock Appreciation Rights, or any combination of the foregoing.


(c)           “Bank”
means Peapack-Gladstone Bank, a Subsidiary.


(d)           “Board”
means the Board of Directors of the Company.


(e)           “Cause”
means an intentional failure to perform stated duties, breach of a fiduciary duty involving personal dishonesty, or willful violation
of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. Notwithstanding
anything else herein to the contrary, in the event that an employee or Director is terminated or removed for Cause, or resigns
at a time when Cause exists, or if, following termination, resignation or removal it is determined that Cause existed at the time
of such termination, resignation or removal, then any and all Options and Awards will automatically be terminated and void as of
the date that Cause arose, and no notice to that effect is required in order to effect that result.


(f)           “Change
in Capitalization” means any increase, reduction, change or exchange of Shares for a different number or kind of shares or
other securities of the Company by reason of a reclassification, recapitalization, merger, consolidation, reorganization, issuance
of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise.


(g)           “Change
in Control” means an event of a nature that: (1) any “person” (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act) who is not now presently but becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or 



    

     

    

indirectly, of securities of the Company representing 25% or more of the Company’s outstanding
securities except for any securities purchased by any tax-qualified employee benefit plan of the Company; or (2) individuals who
constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at
least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders
was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (2), considered
as though he were a member of the Incumbent Board; or (3) consummation of regulatory approval to implement a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is
not the resulting entity or such plan, merger, consolidation, sale or similar transaction occurs; or (4) a proxy statement soliciting
proxies from shareholders of the Company shall be distributed by someone other than the current management of the Company, seeking
stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more
corporations, and, following such distribution, the outstanding shares of the class of securities then subject to the plan or transaction
are exchanged for or converted into cash or property or securities not issued by the Company; or (5) a tender offer is made for
25% or more of the voting securities of the Company.


(h)           “Code”
means the Internal Revenue Code of 1986, as amended.


(i)           “Committee”
means a committee consisting solely of two (2) or more directors who are Non-Employee Directors (as defined in Rule 16b-3 of the
Exchange Act as it may be amended from time to time) of the Company and outside directors as defined pursuant to Section 162(m)
of the Code (as it may be amended from time to time) appointed by the Board to administer the Plan and to perform the functions
set forth herein. Directors appointed by the Board to the Committee shall have the authority to act notwithstanding the failure
to be so qualified.


(j)           “Company”
means Peapack-Gladstone Financial Corporation, a New Jersey corporation.


(k)           “Director”
means a member of the Board who is not also serving as an employee of the Company.


(l)           “Disability”
means the permanent and total inability by reason of mental or physical infirmity, or both, of an employee or Director to perform
the work customarily assigned to him. Additionally, a medical doctor selected or approved by the Board must advise the Committee
that it is either not possible to determine when such Disability will terminate or that it appears probable that such Disability
will be permanent during the remainder of the individual’s lifetime.


(m)           “Eligible
Employee” means any officer or other key employee of the Company or a Subsidiary designated by the Committee as eligible
to receive Options or Awards subject to the conditions set forth herein.


(n)           “Escrow
Agent” means the escrow agent under the Escrow Agreement, designated by the Committee. The Bank may be appointed as the Escrow
Agent.


(o)           “Escrow
Agreement” means an agreement between the Company, the Escrow Agent and a Grantee, in the form specified by the Committee,
under which shares of 



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Restricted Stock awarded pursuant hereto shall be held by the Escrow Agent until either (a) the restrictions
relating to such shares expire and the shares are delivered to the Grantee or (b) the Company reacquires the shares pursuant hereto
and the shares are delivered to the Company.


(p)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


(q)           “Fair
Market Value” means the fair market value of the Shares as determined by the Committee in its sole discretion; provided,
however, that (A) if the Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation
System (“NASDAQ”) or other comparable quotation system and have been designated as a National Market System (“NMS”)
security, Fair Market Value on any date shall be the last sale price reported for the Shares on such system on such date or on
the last day preceding such date on which a sale was reported, (B) if the Shares are admitted to quotation on NASDAQ and have not
been designated a NMS security, Fair Market Value on any date shall be the average of the highest bid and lowest asked prices of
the Shares on such system on such date, or (C) if the Shares are admitted to trading on a national securities exchange, Fair Market
Value on any date shall be the last sale price reported for the Shares on such exchange on such date or on the last date preceding
such date on which a sale was reported.


(r)           “Grantee”
means a person to whom an Award has been granted under the Plan.


(s)           “Incentive
Stock Option” means an Option within the meaning of Section 422 of the Code.


(t)           “Nonqualified
Stock Option” means an Option which is not an Incentive Stock Option.


(u)           “Option”
means an Incentive Stock Option, a Nonqualified Stock Option, or either or both of them.


(v)           “Optionee”
means a person to whom an Option has been granted under the Plan.


(w)           “Parent”
means any corporation in an unbroken chain of corporations ending with the Company, if each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of all classes of stock of one of the other corporations
in such chain.


(x)           “Plan”
means the Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan as set forth in this instrument and as it
may be amended from time to time.


(y)           “Restricted
Stock” means Shares issued or transferred to an Eligible Employee or Director which may be subject to restrictions as provided
in Section 8 hereof.


(z)           “Restricted
Stock Unit” means a right to receive one Share upon the satisfaction of terms and conditions as provided in Section 9 hereof,
including without limitation the satisfaction of specified performance or other criteria. Restricted Stock Units represent an unfunded
and unsecured obligation of the Company, except as otherwise provided by the Committee.


 



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(aa)            “Retirement”
means the retirement from active employment of an employee or officer, but only if such person meets all of the following requirements:
(i) he has a minimum combined total of years of service to the Company or any Subsidiary (excluding service to any acquired company)
and age equal to eighty (80), (ii) he is age sixty-two (62) or older, and (iii) he provides six (6) months prior written notice
to the Company of the retirement. For Directors, the term “Retirement” shall mean the date on which the Director ceases
to be a member of the Board after both attaining age sixty (60) and completing at least ten (10) years of service on the Board.


(ab)           “Shares”
means the common stock, no par value, of the Company (including any new, additional or different stock or securities resulting
from a Change in Capitalization).


(ac)           “Stock
Appreciation Right” means a right to receive all or some portion of the increase in the value of shares of Common Stock as
provided in Section 7 hereof.


(ad)           “Subsidiary”
means any corporation in an unbroken chain of corporations, beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.


(ae)           “Successor
Corporation” means a corporation, or a parent or subsidiary thereof, which issues or assumes a stock option in a transaction
to which Section 424(a) of the Code applies.


(af)           “Ten-Percent
Shareholder” means an Eligible Employee, who, at the time an Incentive Stock Option is to be granted to him, owns (within
the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company, a Parent or a Subsidiary within the meaning of Section 422(b)(6) of the Code.


3.             Administration.


(a)           The
Plan shall be administered by the Committee which shall hold meetings at such times as may be necessary for the proper administration
of the Plan. The Committee shall keep minutes of its meetings. A majority of the Committee shall constitute a quorum and a majority
of a quorum may authorize any action. Each member of the Committee shall be a Non-Employee Director (as defined in Rule 16b-3 of
the Exchange Act as it may be amended from time to time) and an outside director as defined pursuant to Section 162(m) of the Code
as it may be amended from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inaction
under the Plan. No member of the Committee shall be personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, the Options or the Awards, and all members of the Committee shall be fully indemnified by the Company
with respect to any such action, determination or interpretation.


Subject to the express
terms and conditions set forth herein, the Committee shall have the power from time to time:


(1)           to
determine those Eligible Employees to whom Options shall be granted under the Plan and the number of Incentive Stock Options and/or
Nonqualified Options to be granted to each Eligible Employee and to prescribe the terms and conditions (which need not be identical)
of each Option, including the purchase price per share of each Option;



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(2)           to
select those Eligible Employees to whom Awards shall be granted under the Plan and to determine the number of shares of Restricted
Stock, Restricted Stock Units and/or Stock Appreciation Rights to be granted pursuant to each Award, the terms and conditions of
each Award, including the restrictions or performance criteria relating to such shares, units or rights, the purchase price per
share, if any, of Restricted Stock or Restricted Stock Units and whether Stock Appreciation Rights will be granted alone or in
conjunction with an Option;


(3)           to
construe and interpret the Plan and the Options and Awards granted thereunder and to establish, amend and revoke rules and regulations
for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling
any inconsistency in the Plan or in any Agreement, in the manner and to the extent it shall deem necessary or advisable to make
the Plan fully effective, and all decisions and determinations by the Committee in the exercise of this power shall be final and
binding upon the Company or a Subsidiary, the Optionees and the Grantees, as the case may be;


(4)           to
determine the duration and purposes for leaves of absence which may be granted to an Optionee or Grantee without constituting a
termination of employment or service for purposes of the Plan; and


(5)           generally,
to exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company
with respect to the Plan.


Subject to the terms
and conditions set forth herein, the Committee may, from time to time, recommend the grant of Options and Awards to the Directors
in such numbers and upon such terms as it deems appropriate, but all such grants must be approved by the Company’s Board
of Directors.


4.             Stock
Subject to Plan.


(a)           The
maximum number of Shares that may be issued or transferred pursuant to all Options and Awards under this Plan is 700,000, of which
not more than 200,000 Shares may be issued or transferred pursuant to Options and/or Awards to any one Eligible Employee during
any one calendar year. Not more than 10,000 Shares may be issued or transferred pursuant to Options and/or Awards to any Director
during any one calendar year. The maximum number of Shares that may be issued or transferred pursuant to Incentive Stock Options
shall be 200,000. Upon a Change in Capitalization after the adoption of this Plan by the Board, the Shares shall be adjusted to
the number and kind of Shares of stock or other securities existing after such Change in Capitalization.


(b)           Whenever
any outstanding Option or portion thereof expires, is cancelled or is otherwise terminated (other than by exercise of the Option
or any related Stock Appreciation Right), the shares of Common Stock allocable to the unexercised portion of such Option may again
be the subject of Options and Awards hereunder.


(c)           Whenever
any Shares subject to an Award or Option are (i) resold to the Company, (ii) retained by the Company upon exercise of an Award
or Option in order to satisfy the exercise price for such Award or Option or any withholding or other taxes due with respect to
such Option or Award, or (iii) forfeited for any reason pursuant to the terms of the Plan, such Shares may again be the subject
of Options and Awards hereunder.



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5.           Eligibility.
Subject to the provisions of the Plan, the Committee (or, with respect to Directors, the Board) shall have full and final authority
to select those Eligible Employees who will receive Options and/or Awards, but no person shall receive any Options or Awards unless
he or she is an employee of the Company or a Subsidiary, or a Director, at the time the Option or Award is granted.


6.           Stock
Options. The Committee (or, with respect to Directors, the Board) may grant Options in accordance with the Plan, the terms
and conditions of which shall be set forth in an Agreement. Each Option and Option Agreement shall be subject to the following
conditions:


(a)           Purchase
Price. The purchase price or the manner in which the purchase price is to be determined for Shares under each Option shall
be set forth in the Agreement, provided that the purchase price per Share under each Incentive Stock Option shall not be less than
100% of the Fair Market Value of a Share at the time the Option is granted (110% in the case of an Incentive Stock Option granted
to a Ten-Percent Shareholder) and under each Nonqualified Stock Option shall not be less than 100% of the Fair Market Value of
a Share at the time the Option is granted. Incentive Stock Options cannot be granted to Directors.


(b)           Duration.
Options granted hereunder shall be for such term as the Committee shall determine, provided that (i) no Incentive Stock Option
shall be exercisable after the expiration of ten (10) years from the date it is granted (five (5) years in the case of an Incentive
Stock Option granted to a Ten-Percent Shareholder) and (ii) no Nonqualified Stock Option shall be exercisable after the expiration
of ten (10) years and one (1) day from the date it is granted.


(c)           Non-Transferability.
No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent
and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his guardian or legal
representative. The terms of such Option shall be binding upon the beneficiaries, executors, administrators, heirs and successors
of the Optionee.


(d)           Stock
Options; Vesting. Subject to Section 6(i) hereof, each Option shall be exercisable in such installments (which need not be
equal) and at such times as may be designated by the Committee or the Board as set forth in the Option Agreement. Unless otherwise
provided in the Agreement, to the extent not exercised, installments shall accumulate and be exercisable, in whole or in part,
at any time after becoming exercisable, but not later than the date the Option expires. Upon the death, Disability or Retirement
of an Optionee, all Options shall become immediately exercisable, provided, however, that the Committee shall have the authority
to grant Options that do not become immediately exercisable in the event of the death, Disability or Retirement of an Optionee
by including such provision in the Option Agreement evidencing such Option. Notwithstanding the foregoing, the Committee (or, with
respect to Directors, the Board) may accelerate the exercisability of any Option or portion thereof at any time.


(e)           Method
of Exercise. The exercise of an Option shall be made only by a written notice delivered in person or by mail (including electronic
mail) to the Secretary of the Company at the Company’s principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor, as well as for any required tax withholding, and otherwise in accordance with the
Agreement pursuant to which the Option was granted. The purchase price for any Shares purchased pursuant to the exercise of an
Option and required tax withholding shall be paid in full upon such exercise in cash, by check, or, at the discretion of the Committee
and upon such terms and conditions as the Committee shall approve, by transferring 



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Shares to the Company or by having Shares that
would otherwise have been delivered to the Optionee upon exercise of an Option withheld by the Company. Any Shares transferred
to or withheld by the Company as payment of the purchase price or tax withholding under an Option shall be valued at their Fair
Market Value on the day preceding the date of exercise of such Option. If requested by the Committee, the Optionee shall deliver
the Agreement evidencing the Option and the Agreement evidencing any related Stock Appreciation Right to the Secretary of the Company
who shall endorse thereon a notation of such exercise and return such Agreement to the Optionee.


(f)           Rights
of Optionees. No Optionee shall be deemed for any purpose to be the owner of any Shares subject to any Option unless and until
(i) the Option shall have been exercised pursuant to the terms thereof, (ii) the Company shall have issued and delivered the Shares
to the Optionee, and (iii) the Optionee’s name shall have been entered as a shareholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares.


(g)           Termination
of Employment. In the event that an Optionee who is not a Director ceases to be employed by the Company or any Subsidiary,
any outstanding Options held by such Optionee shall, unless the Option Agreement evidencing such Option provides otherwise, terminate
as follows:


(1)           If
the Optionee’s termination of employment is due to his death or Disability, the Options shall become fully vested and shall
be exercisable for a period of three years following such termination of employment, and shall thereafter terminate;


(2)           If
the Optionee’s termination of employment is by the Optionee (other than due to the Optionee’s Retirement), the Option
shall terminate on the date of the termination of employment;


(3)           If
the termination of employment is due to the Optionee’s Retirement, the Option shall become fully vested and shall be exercisable
for 90 days (three years for an Option designated initially as a Nonqualified Stock Option); and


(4)           If
the Optionee’s termination of employment is for any other reason, the Option (to the extent exercisable at the time of the
Optionee’s termination of employment) shall be exercisable for a period of ninety (90) days following such termination of
employment, and shall thereafter terminate, except that with respect to an Option initially designated as a Nonqualified Stock
Option, if the Optionee’s termination of employment occurs within 12 months after a Change in Control, the Option shall be
exercisable for three years following the termination of employment.


Notwithstanding the
foregoing, the Committee may provide, either at the time an Option is granted or thereafter, that the Option may be exercised after
the periods provided for in this Section 6(g), but in no event beyond the term of the Option. Notwithstanding anything to the contrary
in this Section 6(g), no Option shall be exercisable beyond the term of the Option.


(h)           Termination
of Service for Directors. Upon the termination of a Director’s service as a member of the Board for any reason other
than Retirement, Disability, Change in Control or death, the Director’s Options shall be exercisable only as to those Shares
which were immediately exercisable by the Director at the date of termination. In the event of the death, Retirement or Disability
of a Director, all Options held by the Director shall become immediately exercisable. Upon termination of the Director’s
service due to or within 12 months after a Change 



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in Control, all Options held by the Director shall become immediately exercisable.
Options granted to a Director shall expire and no longer be exercisable upon the earlier of (i) one hundred twenty (120) months
following the date of grant, or (ii) three (3) years following the date on which the Director ceases to serve as a Director (for
any reason other than Cause).


(i)           Effect
of Change in Control. In the event of a Change in Control, all Options (other than Options granted to Directors) outstanding
on the date of such Change in Control shall become immediately and fully exercisable, provided, however, that the Committee shall
have the authority to grant Options that do not become immediately and fully exercisable in the event of a Change in Control by
including such provision in the Option Agreement evidencing such Option. Notwithstanding anything else herein to the contrary,
in the event of a Change in Control, the Board in its sole discretion has the authority to terminate any and all Options and Awards,
and to pay to the holder of the Options or Awards the value of such Options and Awards.


7.           Stock
Appreciation Rights. The Committee may, in its discretion, either alone or in connection with the grant of an Option, grant
Stock Appreciation Rights in accordance with the Plan, the terms and conditions of which shall be set forth in an Agreement. If
granted in connection with an Option, a Stock Appreciation Right shall cover the same shares covered by the Option (or such lesser
number of shares as the Committee may determine) and shall, except as provided in this Section 7, be subject to the same terms
and conditions as the related Option.


(a)           Time
of Grant. A Stock Appreciation Right may be granted:


(i)           at
any time if unrelated to an Option; or


(ii)           if
related to an Option, at the time of grant of the Option.


(b)           Stock
Appreciation Rights Related to an Option.


(1)           Payment.
A Stock Appreciation Right granted in connection with an Option shall entitle the holder thereof, upon exercise of the Stock Appreciation
Right or any portion thereof, to receive payment of an amount computed pursuant to Section 7(b)(3).


(2)           Exercise.
Subject to Section 7(f), a Stock Appreciation Right granted in connection with an Option shall be exercisable at such time or times
and only to the extent that the related Option is exercisable, and will not be transferable except to the extent the related Option
may be transferable. A Stock Appreciation Right granted in connection with an Incentive Stock Option shall be exercisable only
if the Fair Market Value of a Share on the date of exercise exceeds the purchase price specified in the related Incentive Stock
Option.


(3)           Amount
Payable. Upon the exercise of a Stock Appreciation Right related to an Option, the Grantee shall be entitled to receive an
amount determined by multiplying (A) the excess of the Fair Market Value of a Share on the date of exercise of such Stock Appreciation
Right over the per Share purchase price under the related Option, by (B) the number of Shares as to which such Stock Appreciation
Right is being exercised. Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect
to any Stock Appreciation Right by including such a limit in the Agreement evidencing the Stock Appreciation Right at the time
it is granted.


(4)           Treatment
of Related Options and Stock Appreciation Rights Upon Exercise. Except as provided in Section 7(b)(5), (A) upon the exercise
of a Stock Appreciation 



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Right granted in connection with an Option, the Option shall be cancelled to the extent of the number of
Shares as to which the Stock Appreciation Right is exercised and (B) upon the exercise of an Option granted in connection with
a Stock Appreciation Right, the Stock Appreciation Right shall be cancelled to the extent of the number of Shares as to which the
Option is exercised.


(5)           Simultaneous
Exercise of Stock Appreciation Right and Option. The Committee may provide, either at the time a Stock Appreciation Right is
granted in connection with a Nonqualified Stock Option or thereafter during the term of the Stock Appreciation Right, that, subject
to Section 7(f), upon exercise of such Option, the Stock Appreciation Right shall automatically be deemed to be exercised to the
extent of the number of Shares as to which the Option is exercised. In such event, the Grantee shall be entitled to receive the
amount described in Section 7(b)(3) (or some percentage of such amount if so provided in the Agreement evidencing the Stock Appreciation
Right), in addition to the Shares acquired pursuant to the exercise of the Option. If a Stock Appreciation Right Agreement contains
an automatic exercise provision described in this Section 7(b)(5) and the Option or any portion thereof to which it relates is
exercised within six (6) months from the date the Stock Appreciation Right is granted, such automatic exercise provision shall
not be effective with respect to that exercise of the Option. The inclusion in an Agreement evidencing a Stock Appreciation Right
of a provision described in this Section 7(b)(5) may be in addition to and not in lieu of the right to exercise the Stock Appreciation
Right as otherwise provided herein and in the Agreement.


(c)           Stock
Appreciation Rights Unrelated to an Option. The Committee may grant to Eligible Employees (and the Board may grant to Directors)
Stock Appreciation Rights unrelated to Options. Stock Appreciation Rights unrelated to Options shall contain such terms and conditions
as to exercisability, vesting and duration as the Committee or the Board shall determine, but in no event shall they have a term
of greater than ten (10) years. Upon the death, Disability or Retirement of a Grantee, all Stock Appreciation Rights shall become
immediately exercisable provided, however, that the Committee or Board shall have the authority to grant Stock Appreciation Rights
that do not become immediately exercisable in the event of the death, Disability or Retirement of a Grantee by including such provision
in the Agreement evidencing such Stock Appreciation Right. Upon the death or Disability of a Grantee, the exercisable portion of
Stock Appreciation Rights held by that Grantee shall be exercisable for a period of one (1) year following such termination of
employment or service, and shall thereafter terminate. Upon the Retirement of a Grantee, the exercisable portion of Stock Appreciation
Rights held by that Grantee shall be exercisable for a period of ninety (90) days following such Retirement, and shall thereafter
terminate. The amount payable upon exercise of such Stock Appreciation Rights shall be determined in accordance with Section 7(b)(3),
except that “Fair Market Value of a Share on the date of the grant of the Stock Appreciation Right” shall be substituted
for “purchase price under the related Option.”


(d)           Method
of Exercise. Stock Appreciation Rights shall be exercised by a Grantee only by a written notice delivered in person or by mail
to the Secretary of the Company at the Company’s principal executive office, specifying the number of Shares with respect
to which the Stock Appreciation Right is being exercised. If requested by the Committee, the Grantee shall deliver the Agreement
evidencing the Stock Appreciation Right being exercised and the Agreement evidencing any related Option to the Secretary of the
Company who shall endorse thereon a notation of such exercise and return such Agreements to the Grantee.



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(e)           Form
of Payment. Payment of the amount determined under Sections 7(b)(3) or 7(c), may be made solely in whole shares of Common Stock
in a number determined at their Fair Market Value on the date of exercise of the Stock Appreciation Right or, alternatively, at
the sole discretion of the Committee, solely in cash, or in a combination of cash and Shares as the Committee deems advisable.
In the event that a Stock Appreciation Right is exercised within the sixty-day period following a Change in Control, any amount
payable shall be solely in cash. If the Committee decides to make full payment in Shares, and the amount payable results in a fractional
Share, payment for the fractional Share will be made in cash. Notwithstanding the foregoing, no payment in the form of cash may
be made upon the exercise of a Stock Appreciation Right pursuant to Section 7(b)(3) or 7(c) to an officer of the Company or a Subsidiary
who is subject to Section 16(b) of the Exchange Act, unless the exercise of such Stock Appreciation Right is made during the period
beginning on the third business day and ending on the twelfth business day following the date of release for publication of the
Company’s quarterly or annual statements of earnings.


(f)           Restrictions.
No Stock Appreciation Right may be exercised before the date six (6) months after the date it is granted, except in the event that
the death or Disability of the Grantee occurs before the expiration of the six-month period.


(g)           Effect
of Change in Control. In the event of a Change in Control, subject to Section 7(f), all Stock Appreciation Rights shall become
immediately and fully exercisable provided, however, that the Committee or Board shall have the authority to grant Stock Appreciation
Rights that do not become immediately and fully exercisable in the event of a Change in Control by including such provision in
the Agreement evidencing such Stock Appreciation Right.


8.           Restricted
Stock. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock which shall be evidenced
by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the
Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate
legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:


(a)           Rights
of Grantee.


(1)           Shares
of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of the Grantee as soon as reasonably practicable
after the Award is granted and the purchase price, if any, is paid by the Grantee; provided, that the Grantee has executed an Agreement
evidencing the Award, an Escrow Agreement, appropriate blank stock powers and any other documents which the Committee, in its absolute
discretion, may require as a condition to the issuance of such Shares. If a Grantee shall fail to execute the Agreement evidencing
a Restricted Stock Award, an Escrow Agreement or appropriate blank stock powers or shall fail to pay the purchase price, if any,
for the Restricted Stock, the Award shall be null and void. Shares issued in connection with a Restricted Stock Award, together
with the stock powers, shall be deposited with the Escrow Agent. Except as restricted by the terms of the Agreement, upon the delivery
of the Shares to the Escrow Agent, the Grantee shall have all of the rights of a shareholder with respect to such Shares, including
the right to vote the shares and to receive, subject to Section 8(d), all dividends or other distributions paid or made with respect
to the Shares.


(2)           If
a Grantee receives rights or warrants with respect to any Shares which were awarded to him as Restricted Stock, such rights or
warrants or any Shares or other securities he acquires by the exercise of such rights or warrants may be held, exercised, sold
or 



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otherwise disposed of by the Grantee free and clear of the restrictions and obligations provided by this Plan.


(b)           Non-Transferability.
Until any restrictions upon the Shares of Restricted Stock awarded to a Grantee shall have lapsed in the manner set forth in Section
8(c), such Shares shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated, nor
shall they be delivered to the Grantee. Upon the termination of employment of the Grantee, all of such Shares with respect to which
restrictions have not lapsed shall be resold by the Grantee to the Company at the same price paid by the Grantee for such Shares
or shall be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company if no purchase price
had been paid for such Shares. The Committee may also impose such other restrictions and conditions on the Shares as it deems appropriate.


(c)           Lapse
of Restrictions.


(1)           Restrictions,
if any, upon Shares of Restricted Stock awarded hereunder shall lapse at such time or times and on such terms, conditions and satisfaction
of performance criteria as the Committee (or, when applicable, the Board) may determine; provided, however, that the restrictions
upon such Shares shall lapse only if the Grantee on the date of such lapse is then and has continuously been an employee of the
Company or a Subsidiary (or a member of the Board) from the date the Award was granted, or unless the Committee sets a later date
for the lapse of such restrictions.


(2)           In
the event of a Change in Control, all restrictions upon any Shares of Restricted Stock shall lapse immediately and all such Shares
shall become fully vested in the Grantee thereof, provided, however, that the Committee or Board shall have the authority to grant
Awards of Restricted Stock the restrictions on which do not lapse in the event of a Change in Control by including such provision
in the Agreement evidencing such Award.


(3)           In
the event of termination of employment (or termination of service as a Director) as a result of death, Disability or Retirement
of a Grantee, all restrictions upon Shares of Restricted Stock awarded to such Grantee shall thereupon immediately lapse, provided,
however, that the Committee or Board shall have the authority to grant Awards the restrictions on which do not lapse in the event
of the termination of employment or service as a result of the death, Disability or Retirement of a Grantee by including such provision
in the Agreement evidencing such Award. The Committee or Board may also decide at any time in its absolute discretion and on such
terms and conditions as it deems appropriate, to remove or modify the restrictions upon Shares of Restricted Stock awarded hereunder,
unless the Committee or the Board sets a later date for the lapse of such restrictions.


(d)           Treatment
of Cash Dividends. At the time of an Award of Shares of Restricted Stock, the Committee may, in its discretion, determine that
the payment to the Grantee of cash dividends, or a specified portion thereof, declared or paid on Shares of Restricted Stock by
the Company, shall be deferred until the earlier to occur of (i) the lapsing of the restrictions, if any, imposed upon such Shares,
in which case such cash dividends shall be paid over to the Grantee, or (ii) the forfeiture of such Shares under Section 8(b) hereof,
in which case such cash dividends shall be forfeited to the Company, and such dividends shall be held by the Company for the account
of the Grantee until such time. In the event of such deferral, interest shall be credited on the amount of such cash dividends
held by the Company for the account of the Grantee from time to time at such rate per annum as the Committee, in its discretion,
may determine. Payment of deferred cash 



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dividends, together with interest accrued thereon as aforesaid, shall be made upon the
earlier to occur of the events specified in (i) and (ii) of the immediately preceding sentence, in the manner specified therein.


(e)           Delivery
of Shares. When any restrictions imposed hereunder and in the Plan expire or have been cancelled with respect to one or more
shares of Restricted Stock, the Company shall notify the Grantee and the Escrow Agent of same. The Escrow Agent shall then return
the certificate covering the Shares of Restricted Stock to the Company and upon receipt of such certificate the Company shall deliver
to the Grantee (or such Grantee’s legal representative, beneficiary or heir) a certificate for a number of shares of Common
Stock, without any legend or restrictions (except those required by any federal or state securities laws), equivalent to the number
of Shares of Restricted Stock for which restrictions have been cancelled or have expired (or alternatively, an applicable book
entry shall be made for uncertificated Shares). If applicable, a new certificate covering Shares of Restricted Stock previously
awarded to the Grantee which remain restricted shall be issued to the Grantee and held by the Escrow Agent and the Agreement, as
it relates to such shares, shall remain in effect. Notwithstanding the foregoing, if requested by the Grantee, the Committee or
the Board, in its discretion, has the right to cancel Shares of Restricted Stock to be delivered to the Grantee having a Fair Market
Value, on the day preceding the date of vesting of the Restricted Stock, equal to the aggregate required tax withholding in connection
with such vesting, and to apply the value of such Shares of Restricted Stock as payment for the Grantee’s aggregate required
tax withholding for the vesting of any Shares of Restricted Stock.


(f)           Unrestricted
Shares. Notwithstanding anything to the contrary in this Plan, the Committee shall have the right to grant Awards of Restricted
Stock to employees of the Company that are not evidenced by an Agreement, which are fully vested as of the grant date of the Award
and which do not contain a restrictive legend. The amount of any aggregate Awards under this Section 8(f) shall not exceed 10,000
shares and any individual Award under this Section 8(f) shall not exceed 5 shares.


9.           Restricted
Stock Units. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock Units which shall
be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions
as the Committee or Board may require. Awards of Restricted Stock Units shall be subject to the following terms and provisions:


(a)           Rights
of Grantee. Restricted Stock Units granted pursuant to an Award hereunder shall be issued in the name of the Grantee as soon
as reasonably practicable after the Award is granted and the purchase price, if any, is paid by the Grantee, provided that the
Grantee has executed an Agreement evidencing the Award and any other documents which the Committee, in its absolute discretion,
may require as a condition to the issuance of such Restricted Stock Units. If a Grantee shall fail to execute the Agreement evidencing
a Restricted Stock Unit Award or shall fail to pay the purchase price, if any, for the Restricted Stock Units, the Award shall
be null and void. The Grantee shall not have any of the rights of a shareholder with respect to Restricted Stock Units, subject
to Section 9(d).


(b)           Non-Transferability.
Until any restrictions upon the Restricted Stock Units awarded to a Grantee shall have lapsed in the manner set forth in Section
9(c), such Restricted Stock Units shall not be sold, transferred or otherwise disposed of 



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and shall not be pledged or otherwise
hypothecated. Upon the termination of employment of the Grantee, all of such Restricted Stock Units with respect to which restrictions
have not lapsed shall be forfeited at no cost to the Company if no purchase price had been paid for such Restricted Stock Units.
The Committee may also impose such other restrictions and conditions on the Restricted Stock Units as it deems appropriate.


(c)           Lapse
of Restrictions.


(1)           Restrictions
upon Restricted Stock Units awarded hereunder shall lapse at such time or times and on such terms, conditions and satisfaction
of performance criteria as the Committee (or, when applicable, the Board) may determine; provided, however, that the restrictions
upon such Restricted Stock Units shall lapse only if the Grantee on the date of such lapse is then and has continuously been an
employee of the Company or a Subsidiary (or a member of the Board) from the date the Award was granted, or unless the Committee
sets a later date for the lapse of such restrictions. 


(2)           In
the event of a Change in Control, all restrictions upon any Restricted Stock Units shall lapse immediately and all such Restricted
Stock Units shall become fully vested in the Grantee thereof, provided, however, that the Committee or Board shall have the authority
to grant Awards of Restricted Stock Units the restrictions on which do not lapse in the event of a Change in Control by including
such provision in the Agreement evidencing such Award.


(3)           In
the event of termination of employment (or termination of service as a Director) as a result of death, Disability or Retirement
of a Grantee, all restrictions upon Restricted Stock Units awarded to such Grantee shall thereupon immediately lapse, provided,
however, that the Committee or Board shall have the authority to grant Awards of Restricted Stock Units the restrictions on which
do not lapse in the event of the termination of employment or service as a result of the death, Disability or Retirement of a
Grantee by including such provision in the Agreement evidencing such Award.


(4)           The
Committee or Board may also decide at any time in its absolute discretion and on such terms and conditions as it deems appropriate,
to remove or modify the restrictions upon Restricted Stock Units awarded hereunder, unless the Committee or the Board sets a later
date for the lapse of such restrictions.


(d)           Treatment
of Cash Dividends. At the time of an Award of Restricted Stock Units, the Committee may, in its discretion, determine to provide
the Grantee with the right to receive cash Dividend Equivalents with respect to the Restricted Stock Units subject to the Award,
or a specified portion thereof. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share,
if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the
Company while the Award is outstanding. Any such Dividend Equivalents shall be credited to the Grantee at the time the Company
pays any cash 



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dividend on its Shares. Until such time as the Dividend Equivalents vest or are forfeited, interest shall be credited
on the amount of such Dividend Equivalents held by the Company for the account of the Grantee from time to time at such rate per
annum as the Committee, in its discretion, may determine. Any Dividend Equivalents credited to the Grantee shall vest at the same
time as the underlying Restricted Stock Units, and payment of credited Dividend Equivalents, together with interest accrued thereon,
shall be made at the time when the underlying Restricted Stock Units convert to Shares. In the event any Restricted Stock Units
are forfeited under Section 9(c) hereof, any Dividend Equivalents credited to Grantee with respect to such forfeited Restricted
Stock Units and any interest accrued thereon shall be forfeited to the Company, and the Grantee shall have no rights and the Company
shall have no liability as to such Dividend Equivalents or interest.


(e)           Delivery
of Shares. When the restrictions imposed hereunder and in the Plan expire or have been cancelled with respect to one or more
of the Restricted Stock Units granted under the Plan, the Company shall notify the Grantee of same. The Company shall then deliver
to the Grantee (or such Grantee’s legal representative, beneficiary or heir) a certificate for a number of Shares, without
any legend or restrictions (except those required by any federal or state securities laws), equivalent to the number of Restricted
Stock Units for which restrictions have been cancelled or have expired (or alternatively, an applicable book entry shall be made
for uncertificated Shares). Notwithstanding the foregoing, if requested by the Grantee, the Committee or the Board, in its discretion,
has the right to cancel Shares to be delivered to the Grantee having a Fair Market Value, on the day preceding the date of vesting
of the Restricted Stock Units, equal to the aggregate required tax withholding in connection with such vesting, and to apply the
value of such Shares as payment for the Grantee’s aggregate required tax withholding for the vesting of any Restricted Stock
Units.


(f)           Compliance
with Section 409A of the Code. Restricted Stock Units are intended to comply with Section 409A of the Code and provisions of
the Plan and Awards shall be interpreted in a manner intended to be consistent with Section 409A.


10.           Adjustment
Upon Changes in Capitalization.


(a)           In
the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to the
maximum number and class of shares of stock with respect to which Options or Awards may be granted under the Plan, the number and
class of shares as to which Options or Awards have been granted under the Plan, and the purchase price therefor, if applicable.


(b)           Any
such adjustment in the Shares or other securities subject to outstanding Incentive Stock Options (including any adjustments in
the purchase price) shall be made in such manner as not to constitute a modification as defined by Section 424(h)(3) of the Code
and only to the extent otherwise permitted by Sections 422 and 424 of the Code.


(c)           If,
by reason of a Change in Capitalization, a Grantee of an Award shall be entitled to new, additional or different shares of stock
or securities (other than rights or warrants to purchase securities), such new additional or different shares shall thereupon be
subject to all of the 



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conditions, restrictions and performance criteria which were applicable to the Shares or units pursuant to
the Award prior to such Change in Capitalization.


11.           Effect
of Certain Transactions. In the event of (i) the liquidation or dissolution of the Company, (ii) a merger or consolidation
in which the Company is not the surviving corporation or (iii) the sale or disposition of all or substantially all of the Company’s
assets, provision shall be made in connection with such transaction for the assumption of the Plan and the Options or Awards theretofore
granted under the Plan, or the substitution for such Options or Awards of new options or awards of the Successor Corporation, with
appropriate adjustment as to the number and kind of shares and the purchase price for shares thereunder.


12.           Release
of Financial Information. A copy of the Company’s annual report to shareholders shall be delivered to each Optionee and
Grantee at the time such report is distributed to the Company’s shareholders. Upon request the Company shall furnish to each
Optionee and Grantee a copy of its most recent annual report and each quarterly report and current report filed under the Exchange
Act, since the end of the Company’s prior fiscal year.


13.           Termination
and Amendment of the Plan. The Plan shall terminate on the day preceding the tenth anniversary of its effective date and no
Option or Award may be granted thereafter. The Board may sooner terminate or amend the Plan at any time, and from time to time;
provided, however, that, except as provided in Sections 10 and 11 hereof, no amendment shall be effective unless approved
by the shareholders of the Company in accordance with applicable law and regulations at an annual or special meeting held within
twelve months before or after the date of adoption of such amendment, where such amendment will:


(a)           increase
the number of Shares as to which Options or Awards may be granted under the Plan; or


(b)           change
the class of persons eligible to participate in the Plan.


Except as otherwise
provided herein, rights and obligations under any Option or Award granted before any amendment of the Plan shall not be altered
or impaired by such amendment, except with the consent of the Optionee or Grantee, as the case may be.


14.           Non-Exclusivity
of the Plan. The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.


15.           Limitation
of Liability. As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing
in the Plan shall be construed to:


(a)           give
any person any right to be granted an Option or Award other than at the sole discretion of the Committee or the Board;


(b)           give
any person any rights whatsoever with respect to Shares except as specifically provided in the Plan;


(c)           limit
in any way the right of the Company to terminate the employment or service of any person at any time; or



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(d)           be
evidence of any agreement or understanding, expressed or implied, that the Company will employ any person in any particular position
at any particular rate of compensation or for any particular period of time.


16.           Regulations
and Other Approvals; Governing Law.


(a)           This
Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State
of New Jersey without giving effect to the choice of law principles thereof, except to the extent that such law is preempted by
federal law.


(b)           The
obligation of the Company to sell or deliver Shares with respect to Options and Awards granted under the Plan shall be subject
to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of
all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.


(c)           The
Plan is intended to comply with Rule 16b-3 promulgated under the Exchange Act and Section 162(m) of the Code (each as amended from
time to time) and the Committee shall interpret and administer the provisions of the Plan or any Agreement in a manner consistent
therewith to the extent necessary. Any provisions inconsistent with such Rule or Section shall be inoperative but shall not affect
the validity of the Plan or any grants thereunder.


(d)           Except
as otherwise provided in Section 13, the Board may make such changes as may be necessary or appropriate to comply with the rules
and regulations of any government authority or to obtain for Eligible Employees granted Incentive Stock Options the tax benefits
under the applicable provisions of the Code and regulations promulgated thereunder.


(e)           Each
Option and Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that
the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under
any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition
of, or in connection with, the grant of an Option or Award or the issuance of Shares, no Options or Awards shall be granted or
payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected
or obtained free of any conditions unacceptable to the Committee.


(f)           In
the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement
under the Securities Act of 1933, as amended, and is not otherwise exempt from such registration, such Shares shall be restricted
against transfer to the extent required by the Securities Act of 1933, as amended, or regulations thereunder, and the Committee
may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares (including
upon exercise of an Option), to represent to the Company in writing that the Shares acquired by such individual are acquired for
investment only and not with a view to distribution.


17.           Miscellaneous.


(a)           Multiple
Agreements. The terms of each Option or Award may differ from other Options or Awards granted under the Plan at the same time,
or at some other time. The Committee may also grant more than one Option or Award to a given Eligible Employee during the term
of the Plan, either in addition to, or in substitution for, one or more Options or Awards 



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previously granted to that Eligible Employee.
The grant of multiple Options and/or Awards may be evidenced by a single Agreement or multiple Agreements, as determined by the
Committee.


(b)           Withholding
of Taxes. The Company shall have the right to deduct from any distribution of cash to any Optionee or Grantee an amount equal
to the federal, state and local income taxes and other amounts required by law to be withheld with respect to any Option or Award.
Notwithstanding anything to the contrary contained herein, if an Optionee or Grantee is entitled to receive Shares upon exercise
of an Option or pursuant to an Award, the Company shall have the right to require such Optionee or Grantee, prior to the delivery
of such Shares, to pay to the Company the amount of any federal, state or local income taxes and other amounts which the Company
is required by law to withhold. The Agreement evidencing any Incentive Stock Options granted under this Plan shall provide that
if the Optionee makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated thereunder, of
any Share or Shares issued to him or her pursuant to his or her exercise of the Incentive Stock Option within the two-year period
commencing on the day after the date of grant of such Option or within the one-year period commencing on the day after the date
of transfer of the Share or Shares to the Optionee pursuant to the exercise of such Option, he or she shall, within ten (10) days
of such disposition, notify the Company thereof.


(c)           Designation
of Beneficiary. Each Optionee and Grantee may, with the consent of the Committee, designate a person or persons to receive
in the event of his/her death, any Option or Award or any amount payable pursuant thereto, to which he/she would then be entitled.
Such designation will be made upon forms supplied by and delivered to the Company and may be revoked in writing. If an Optionee
or Grantee fails effectively to designate a beneficiary, then his/her estate will be deemed to be the beneficiary.


(d)           Section
409A Compliance. The Plan is intended to be administered and interpreted in a manner consistent with the requirements, where
applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner
to avoid the imposition on participants in the Plan of immediate tax recognition and additional taxes pursuant to Section 409A.
Notwithstanding the foregoing, neither the Company, the Board nor the Committee shall have any liability to any person in the
event Section 409A applies to any such Award or Option in a manner that results in adverse tax consequences for the participant
or any of his/her beneficiaries or transferees.


18.           Effective
Date. The effective date of the Plan shall be the date of its adoption by the Board, subject only to the approval by the affirmative
vote of a majority of the votes cast at a meeting of shareholders at which a quorum is present to be held within twelve (12) months
of such adoption. No Options or Awards shall vest hereunder unless such shareholder approval is obtained.


 



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