Exhibit 10.1


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    Exhibit 10.1

     

    

      STATE
        BANCORP, INC.

      


      Equity
        Grant Guidelines

      


      March
        6, 2007

      


      The
        Board
        of Directors of State Bancorp, Inc. (the “Company”) recommends that all grants
        of equity-based compensation (“Equity Grants”) made to directors, officers, or
        employees of the Company or any of the Company’s subsidiaries, adhere to the
        following guidelines. For purposes of these guidelines “Equity Grants” refer to
        any grant that would result in the recipient receiving stock in the Company.
        The
        equity could be in the form of incentive stock options, nonqualified stock
        options, restricted stock, stock appreciation rights that are settled in
        stock,
        or any other form of equity defined under shareholder approved equity plans.
        These guidelines are to help ensure that all Equity Grants are properly and
        legally made, are reported and disclosed correctly and accurately, are properly
        accounted for, and receive proper tax treatment. It is understood that improper
        accounting, tax treatment, reporting, disclosure and/or granting of Equity
        Grants can result in violations of securities laws and regulations, violations
        of the Internal Revenue Code and of accounting rules and principles, violations
        of other federal and state laws, and severe civil and criminal liability,
        fines
        and penalties.

      


      All
        Equity Grants Are Designed To:

      


      
        	
                1.

              	
                Avoid
                  Making Equity Grants During a Company Blackout Period.
                  Avoid making/authorizing/ approving/dating Equity Grants during
                  a Company
                  “blackout period.”

              


      

      


      
        	
                2.

              	
                Avoid
                  Making Equity Grants While In Possession of Material Nonpublic
                  Information.
                  Avoid making/authorizing/approving/dating Equity Grants while in
                  possession of material non-public
                  information.

              


      

      


      
        	
                3.

              	
                Clearly
                  and Completely Document the Party Authorizing/Approving Equity
                  Grants and
                  Date of Authorization/Approval.
                  Only a party having legal authority to authorize/approve Equity
                  Grants,
                  i.e. the Compensation Committee and the Board of Directors, will
                  be able
                  to authorize/approve and make Equity Grants. The date the Equity
                  Grant was
                  authorized/approved by the approving authority (“Authorization/Approval
                  Date”) shall be the grant date (“Equity Grant Date”).
                  

              


      

      


      
        	
                4.

              	
                Clearly
                  and Completely Document Equity Grant Terms on Authorization/Approval
                  Date.
                  Equity Grants should, to the fullest extent possible, on the
                  Authorization/Approval Date, specify the following: (i) number
                  of option
                  Equity Grants (i.e. the Company shares); (ii) Equity Grant Date;
                  (iii)
                  exercise price; (iv) vesting date/period; (v) expiration date;
                  and (vi)
                  type of Equity Grant.

              


      

      


      
        	
                5.

              	
                Use
                  the Company Stock Price on Equity Grant Date.
                  When determining the grant price of an Equity Grant, the closing
                  price of
                  the Company stock on the Equity Grant Date will be
                  selected.

              


      

      


      Equity
        Grants Previously Made

      


      The
        Compensation Committee and the Board will avoid making changes to Equity
        Grants
        previously made.

      


      Equity
        Grant Date

      


      Equity
        Grants to current directors, officers, or employees shall be made by the
        Compensation Committee or the Board, as applicable, only during the two-week
        period beginning on the date which is two business days after release of
        the
        Company's quarterly or annual earnings.