Valley National Bancorp 1989 Long Term Incentive Plan



 Exhibit 10.1 
  
 VALLEY NATIONAL BANCORP 
 LONG-TERM STOCK INCENTIVE PLAN 
 (Adopted by Directors January 10, 1989 
 Adopted by Shareholders March 28, 1989) 
 (As Amended by Directors March 16,
1993 and 
 January 18, 1994 and Adopted by Shareholders March 22, 1994) 
 (As Amended by Directors April 6, 2000) 
 (As Amended by Directors May 1, 2001)

 (As Clarified by Directors through June 19, 2001) 
 (As Amended by Directors August 20, 2002) 
 (As Amended by Directors March 16, 2004) 
 (As Amended by Directors December 14, 2004) 
 (As Amended by Directors July 20, 2005) 
 (As Amended by Directors as of December 31, 2005) 
  
 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 retain competent and dedicated individuals whose efforts will result in the long-term growth 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 and employees to faithfully and diligently perform their assigned responsibilities and to attract 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 and Stock Appreciation Rights. 
  
 2. Definitions. For purposes of this Plan:

  
 (a) “Adjusted Fair Market Value” means, in the
event of a Change of Control, the greater of (i) the highest Fair Market Value of the Shares during the sixty (60) day period ending on the date of such Change in Control or (ii) in the case of a Change in Control described in
Section 2(h)(ii) or 2(h)(iii), the highest price per Share paid to holders of the Shares in any transaction constituting or resulting from such Change in Control. 
  
 (b) “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. 
  
 (c) “Award” means a grant of Restricted Stock or Stock Appreciation Rights, or any or all of them. 
  
 (d) “Bank” means Valley National Bank, a Subsidiary. 
  

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







 (f) “Cause” means the willful failure by an Optionee or Grantee to perform his duties with the
Company or with any Subsidiary or the willful engaging in conduct which is injurious to the Company or any Subsidiary, monetarily or otherwise. 
  
 (g) “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. 
  
 (h)
Change in Control” means any of the following events: (i) when the Company or a Subsidiary acquires actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of the
Company or a Subsidiary or an employee benefit plan established or maintained by the Company, a Subsidiary or any of their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) directly or
indirectly, of securities of the Company representing more than twenty-five percent (25%) of the combined voting power of the Company’s then outstanding securities (a “Control Person”), (ii) upon the first purchase of the
Company’s common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by the Company, a Subsidiary or an employee benefit plan established or maintained by the Company, a Subsidiary or any of their respective
affiliates), (iii) the consummation of (A) a transaction, other than a Non-Control Transaction, pursuant to which the Company is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation, (B) a
sale or disposition of all or substantially all of the Company’s assets or (C) a plan of liquidation or dissolution of the Company, (iv) if during any period of two (2) consecutive years, individuals (the “Continuing
Directors”) who at the beginning of such period constitute the Board cease for any reason to constitute at least 60% thereof or, following a Non-Control Transaction, 60% of the board of directors of the Surviving Corporation; provided
that any individual whose election or nomination for election as a member of the Board (or, following a Non-Control Transaction, the board of directors of the Surviving Corporation) was approved by a vote of at least two-thirds of the Continuing
Directors then in office shall be considered a Continuing Director, or (v) upon a sale of (A) common stock of the Bank if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than
the Company, an employee benefit plan established or maintained by the Company or a Subsidiary, or an affiliate of the Company or a Subsidiary, owns a majority of the Bank’s common stock or (B) all or substantially all of the Bank’s
assets (other than in the ordinary course of business). No person shall be considered a Control Person for purposes of clause (i) above if (A) such person is or becomes the beneficial owner, directly or indirectly, of more than ten percent
(10%) but less than twenty-five percent (25%) of the combined voting power of the Company’s then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in advance by a
majority of the Continuing Directors then in office or (B) such person acquires in excess of ten percent (10%) of the combined voting power of the Company’s then outstanding voting securities in violation of law and by order of a
court of competent jurisdiction, settlement or otherwise, disposes or is required to dispose of all securities acquired in violation of law. For purposes of this paragraph: (I) the Company will be deemed to have become a subsidiary of another
corporation if any other corporation (which term shall include, in addition to a corporation, a limited liability company, partnership, trust, or other organization) owns, directly or indirectly, 50 percent or more of the total combined outstanding
voting power of all classes 







 of stock of the Company or any successor to the Company; (II) “Non-Control Transaction” means a
transaction in which the Company is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation pursuant to a definitive agreement providing that at least 60% of the directors of the Surviving Corporation
immediately after the transaction are persons who were directors of the Company on the day before the first public announcement relating to the transaction; (III) the “Surviving Corporation” in a transaction in which the Company becomes
the subsidiary of another corporation is the ultimate parent entity of the Company or the Company’s successor; and (IV) the “Surviving Corporation” in any other transaction pursuant to which the Company is merged with or into another
corporation is the surviving or resulting corporation in the merger or consolidation. 
  
 (i) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (j) “Committee” means a committee consisting of at least three (3) Disinterested Persons appointed by the Board to administer the Plan and
to perform the functions set forth herein. 
  
 (k)
“Company” means Valley National Bancorp, a New Jersey corporation. 
  
 (l) This Subsection (l) intentionally left blank. 
  
 (m) “Disinterested Person” means a person (within the meaning of Rule 16b-3 under the Exchange Act) who at the time he exercises discretion as a member of the Committee is not and at any time within one
(1) year prior thereto has not been eligible for selection (within the meaning of Rule 16b-3 of the Exchange Act) as a person to whom Shares may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to this
Plan or any other plan of the Company or any Subsidiary entitling participants therein to acquire stock, stock options or stock appreciation rights of the Company or any Subsidiary. 
  
 (n) “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. 
  
 (o) “Escrow Agent” means the escrow agent under the Escrow Agreement, designated by the Committee. 
  
 (p) “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 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. 
  
 (q) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 (r) “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. 
  
 (s) “Grantee” means a
person to whom an Award has been granted under the Plan. 
  
 (t)
“Incentive Stock Option” means an Option within the meaning of Section 422A of the Code. 
  
 (u) “Nonqualified Stock Option” means an Option which is not an Incentive Stock Option. 
  
 (v) “Option” means an Incentive Stock Option, a Nonqualified Stock
Option, or either or both of them. 
  
 (w) “Optionee”
means a person to whom an Option has been granted under the Plan. 
  
 (x) “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. 
  
 (y) “Plan” means the Valley National Bancorp Long-term Stock Incentive Plan as set forth in this instrument and as it may be amended from time to time. 
  
 (z) “Restricted Stock” means Shares issued or transferred to an Eligible Employee which are subject to
restrictions as provided in Section 8 hereof. 
  
 (aa)
“Retirement” means the retirement from active employment with the Company of an employee or officer but only if such person meets all of the requirements contained in clause (i) or contained in clause (ii) below: 
  
 (i) he has a minimum combined total of years of service and age equal to
eighty (80); he is age sixty-two (62) or older; and he provides six (6) months’ prior written notice to the Company of the retirement; or 
  
 (ii) he has a minimum of five (5) years of service; he is age sixty-five (65) or older and he provides six (6) months’ prior written
notice to the Company of the retirement.” 
  
 “Years of
service” shall be defined the same way as it is under the Company’s pension plan, provided that for this purpose years of service will mean only employment by the Company, and will not include employment by any company or entity acquired
by the Company for the period prior to its acquisition by the Company. An employee or officer who retires but fails to meet such requirements shall not be deemed to be within the definition of “Retirement” for any purpose under this Plan
or any Award or Option granted thereunder; provided, however, after a Change in Control transaction, no prior notice of a Retirement shall be required for purposes of 







 this Plan only and any Optionee (as defined in the Plan) who meets all of the other conditions contained
in clause (i) or contained in clause (ii), but is terminated without Cause, shall be deemed to meet all the conditions for Retirement for purposes of the Plan only and shall be deemed to have terminated employment due to Retirement for purposes
of this Plan only. 
  
 (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 425(a) of the Code applies. 
  
 (af) “Ten-Percent Stockholder” means an eligible Employee, who, at
the time an Incentive Stock Option is to be granted to him, owns (within the meaning of Section 422A(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 422A(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 Disinterested Person. 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; 
  
 (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 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 or rights, the purchase price per share, if any, of Restricted Stock 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. 
  
 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 4,205,982 of which not more than 533,872 Shares may be issued or transferred pursuant to Options and/or Awards to any one Eligible Employee.
Subject to the foregoing aggregate limitations, the maximum number of Shares (i) that may be issued or transferred pursuant to Options or Awards for Incentive Stock Options, Non-Qualified Stock Options and Stock Appreciation Rights shall be
3,618,742 and (ii) that may be issued or transferred pursuant to Awards of Restricted Stock shall be 587,240. In each case, upon a Change in Capitalization after January 18, 1994, the Shares shall be adjusted to the number and kind of
Shares of stock or other securities existing after such Change in Capitalization. The number of Shares set forth herein includes Shares awarded pursuant to all Options and Awards issued or transferred under this Plan prior to the date of the
amendment to this section and the number of Shares takes into account all Changes in Capitalization prior to January 18, 1994. 
  
 (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 resold to the Company, or are forfeited for any reason pursuant to
the terms of the Plan, such Shares may again be the subject of Options and Awards hereunder. 
  
 5. Eligibility. Subject to the provisions of the Plan, the Committee 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 is an employee of the Company or a Subsidiary at the time the Option or Award is granted. 







 6. Stock Options. The Committee 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 Stockholder) and under each Nonqualified Stock Option shall not be less than 80% of the Fair Market Value of a Share at the time the Option is granted. 
  
 (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 Stockholder) 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. The Committee may, subsequent to the granting of any Option, extend the term thereof but in no event shall
the term as so extended exceed the maximum term provided for in the preceding sentence. 
  
 (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(h) 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 and 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 or Retirement of an Optionee, all Options shall become immediately
exercisable. Notwithstanding the foregoing, the Committee 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 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 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 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
Shares to the Company. Any Shares transferred to the Company as payment of the purchase price 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. Not less than 100 Shares may be purchased at any time upon the exercise of an Option unless the number of Shares so purchased constitutes the total number of Shares then purchasable under the Option. 







 (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 stockholder 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 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, the Option shall be exercisable for a period of one (1) year following such
termination of employment, and shall thereafter terminate; provided, however, that the Company shall have given written notice to the Optionee’s designated beneficiary for the Plan as permitted under Section 17(c) or, if there is no
designated beneficiary for the Plan, then to the Optionee’s spouse, or if such spouse does not survive the Optionee, to the Optionee’s designated beneficiaries under the Company’s group term life insurance plan, within the six
(6) months following the Optionee’s termination of employment; 
  
 (2) If the Optionee’s termination of employment is by the Company or a Subsidiary for Cause or is by the Optionee (other than due to the Optionee’s Retirement), the Option shall terminate on the date of the
Optionee’s termination of employment; 
  
 (3) If the
Optionee’s termination of employment is due to the Optionee’s Retirement, the Option shall be exercisable for the remaining term of the Option and thereafter shall be unaffected by the death of the Optionee. (An Optionee who exercises his
or her Options more than ninety (90) days after the termination of employment due to Retirement shall acknowledge that the Options so exercised will not be Incentive Stock Options.); and 
  
 (4) If the Optionee’s termination of employment is for any other reason
(including an Optionee’s ceasing to be employed by a Subsidiary as a result of the sale of such Subsidiary or an interest in such Subsidiary), the Option shall be exercisable (to the extent exercisable at the time of the Optionee’s
termination of employment) for a period of ninety (90) days following such termination of employment, and shall thereafter terminate. 
  
 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. 
  
 (h) Effect of Change in Control. In the event of a Change in Control, all Options outstanding on the date of such Change in Control shall, for a
period of sixty (60) days following such Change in Control, become immediately and fully exercisable. 







 (i) Substitution and Modification. Subject to the terms of the Plan, the Committee may modify
outstanding Options or accept the surrender of outstanding Options (to the extent not exercised) and grant new Options in substitution for them. Notwithstanding the foregoing, no modification of an Option shall alter or impair any rights or
obligations under the Option without the Optionee’s consent. 
  
 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, either at the time of grant, or at any time thereafter during the term of the Option. 
  
 (b) Stock Appreciation Rights Related to an Option. 
  
 (i) 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)(iii). 
  
 (ii) 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. 
  
 (iii) Amount Payable. Except as otherwise provided in Section 7(g), upon the exercise of 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. 
  
 (iv) Treatment of Related Options and Stock Appreciation Rights Upon Exercise. Except as provided in Section 7(b)(v), (A) upon the exercise of a Stock Appreciation 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. 







 (v) 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)(iii) or
7(g) hereof, as the case may be (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)(v) 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)(v) 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 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 shall determine, but in no event shall they have a term of greater than ten (10) years. Upon the
death or Retirement of a Grantee, all Stock Appreciation Rights shall become immediately exercisable. Upon the death of a Grantee, the Stock Appreciation Rights held by that Grantee shall be exercisable for a period of one (1) year following
such termination of employment, and shall thereafter terminate. Upon the Retirement of a Grantee, the Stock Appreciation Rights held by that Grantee shall be exercisable for a period of ninety (90) days following such termination of employment,
and shall thereafter terminate. Except as otherwise provided in Section 7(g), the amount payable upon exercise of such Stock Appreciation Rights shall be determined in accordance with Section 7(b)(iii), 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. 
  
 (e) Form of Payment. Payment of the amount determined under Sections
7(b)(iii) 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)(iii) 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 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, for a period of sixty (60) days following such Change in Control, become immediately and fully exercisable. Notwithstanding Sections 7(b)(iii) and 7(c), upon the exercise,
during the sixty (60) day period following a Change in Control, of a Stock Appreciation Right (other than a Stock Appreciation Right granted in connection with an Incentive Stock Option) or any portion thereof, the amount payable shall be
determined by reference to the Adjusted Fair Market Value (rather than by reference to the Fair Market Value) of the Shares on the date of such exercise. 
  
 8. Restricted Stock. The Committee 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 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. 
  
 (i) 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 stockholder 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. 








 (ii) 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 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. 
  
 (i) Restrictions 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 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 from the date the Award was granted, or unless the Committee sets a later date for
the lapse of such restrictions. 
  
 (ii) 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. 
  

(iii) In the event of termination of employment as a result of death or Retirement of a Grantee, all restrictions upon Shares of Restricted Stock
awarded to such Grantee shall thereupon immediately lapse. The Committee 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 sets a later date for the lapse of such restrictions. 
  
 (d) Treatment of 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 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 imposed upon such Shares, in which
case such dividends shall be paid over to the Grantee, or (ii) the forfeiture of such Shares under Section 8(b) hereof, in which case such 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 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 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 the 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. 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. 
  
 9. Loans. 
  

(a) The Company shall not make or arrange any personal loans to a Grantee or Optionee who is an executive officer of the Company in connection with the
purchase of Shares pursuant to an Award or in connection with the exercise of an Option. Such prohibition shall not prevent the Company or a Subsidiary from making or arranging such loans to an Optionee or Grantee who is not an executive officer of
the Company (if approved by the Committee) in connection with the purchase of Shares pursuant to an Award or in connection with the exercise of an Option, subject to the following terms and conditions and such other terms and conditions not
inconsistent with the Plan. 
  
 (b) No loan made in connection
with the purchase of Shares pursuant to an Award or in connection with the exercise of an Option under the Plan shall exceed the sum of (i) the aggregate purchase price payable pursuant to the Option or Award with respect to which the loan is
made, plus (ii) the amount of the reasonably estimated income taxes payable by the Optionee or Grantee with respect to the Option or Award. In no event may any such loan exceed the Fair Market Value, at the date of exercise, of any such Shares.

  
 (c) No loan shall have an initial term exceeding ten
(10) years; provided, that loans under the Plan shall be renewable at the discretion of the Committee; and provided, further, that the indebtedness under each loan shall become due and payable, as the case may be, on a date no later than
(i) one (1) year after termination of the Optionee’s or Grantee’s employment due to death or Retirement, or (ii) the date of termination of the Optionee’s or Grantee’s employment for any reason other than death or
Retirement. 
  
 (d) Loans in connection with the purchase of
Shares pursuant to an Award or in connection with the exercise of an Option under the Plan may be satisfied by an Optionee or Grantee, as determined by the Committee, in cash or, with the consent of the Committee, in whole or in part by the transfer
to the Company of Shares whose Fair Market Value on the date of such payment is equal to the cash amount for which such Shares are transferred. 
  
 (e) A loan in connection with the purchase of Shares pursuant to an Award or in connection with the exercise of an Option shall be secured by a pledge of
Shares with a Fair Market Value of not less than the principal amount of the loan. After partial repayment of a loan, pledged shares that are no longer required as security may be released to the Optionee or Grantee. 







 (f) Every loan in connection with the purchase of Shares pursuant to an Award or in connection with the
exercise of an Option shall meet all applicable laws, regulations and rules of the Federal Reserve Board and any other governmental agency having jurisdiction. 
  

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 425(h)(3) of the Code and only to
the extent otherwise permitted by Sections 422A and 425 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 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, the Plan and the Options and Awards
issued hereunder shall terminate on the effective date of such transaction, unless provision is made in connection with such transaction for the assumption of 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 stockholders shall be delivered to each Optionee
and Grantee at the time such report is distributed to the Company’s stockholders. 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 stockholders 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; 







 (b) change the class of persons eligible to participate in the Plan; 
  
 (c) change the minimum purchase price of Shares pursuant to Options or
Awards as provided herein; 
  
 (d) extend the maximum period for
granting or exercising Options provided herein; or 
  
 (e)
otherwise materially increase the benefits accruing to Eligible Employees under the Plan. 
  
 Except as provided in Sections 10 and 11 hereof, 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; 
  
 (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 of any person at any time; or 
  
 (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 the Committee
shall interpret and administer the provisions of the Plan or any Agreement in a manner consistent therewith. Any provisions inconsistent with such Rule shall be inoperative and shall not affect the validity of the Plan. 
  
 (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 the issuance of Shares, no Options 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 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 425(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 and immediately deliver to the Company any amount of federal income tax withholding required by law. 
  
 (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 fails effectively to designate a beneficiary, then his/her estate will be deemed to be the beneficiary. 
  
 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 eligible to be cast at a meeting of stockholders to be held within twelve (12) months of such adoption.