forms3_2008exh4-1.htm


    Exhibit
4.1

     

     

    STATE
BANCORP, INC.

    AMENDED
AND RESTATED

    DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN (2008)

    (as
adopted July 29, 2008)

    


    1.           Purpose.

     

    The
purpose of the STATE BANCORP, INC. Amended and Restated Dividend Reinvestment
and Stock Purchase Plan No. 2 (the “Plan”) is to provide Participants with a
convenient way to reinvest dividends received on Common Stock and to purchase
additional shares of Common Stock through Voluntary Cash
Payments.  The Company believes that participation in the Plan will
help to achieve the unity of purpose essential to the continued growth of the
Company and will be for the mutual benefit of the Company and the
Participants.

     

    2.           Definitions.

     

    The
following defined terms, which are capitalized throughout the Plan, shall have
the meanings set forth in this Section.

     

    “Agent”
shall mean the Agent appointed in accordance with Section 4 hereof.

     

    “Common
Stock” shall mean whole or fractional shares of the Company’s Common Stock, par
value $5.00 per share.

     

    “Company”
shall mean STATE BANCORP, INC., a New York corporation, and its successors and
assigns.

     

    “Dividends”
shall mean any cash dividends, as declared from time to time, on the Common
Stock.

     

    “Fair
Market Value” shall mean the closing price for shares of Common Stock on the
stock exchange on which the Common Stock is listed (including, without
limitation, the NASDAQ Stock Market) on the last business day of the calendar
quarter immediately preceding the Investment Date.  If and when the
Company ceases to be listed on a stock exchange, but is quoted on the
over-the-counter market through NASDAQ, “Fair Market Value” shall mean the
closing bid for shares of Common Stock as so quoted on the last business day of
the calendar quarter immediately preceding the Investment Date.  If
the Company’s Common Stock is no longer quoted on the NASDAQ system and is not
listed on any stock exchange, or if no bid price is quoted on the NASDAQ system
on such date, then “Fair Market Value” shall be determined by the Company’s
Board of Directors in accordance with any reasonable valuation
method.

     

    “Investment
Date” shall mean (i) in the case of the Dividend Reinvestment portion of
the Plan, any date on which the Agent receives Dividends pursuant to Section
6.03, and (ii) in the case of Voluntary Cash Payments portion of the Plan, five
(5) business days after the last day of the calendar quarter in which the Agent
receives Voluntary Cash Payments pursuant to Sections 7.01 and
7.02.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “Original
Plan” shall mean the Dividend Reinvestment and Stock Purchase Plan as adopted on
May 23, 2000.

     

    “Participant”
shall mean any Stockholder who has submitted a properly completed enrollment
form to the Agent in accordance with the rules and regulations established by
the Company.

     

    “Participating
Shares” shall mean the whole and fractional shares of Common Stock owned by a
Participant which are either designated as Participating Shares by the
Participant pursuant to Section 6.02 or held by the Agent for the Participant
pursuant to Section 11.01, 11.03 or 12.01.

     

    “Plan”
shall mean this Amended and Restated Dividend Reinvestment and Stock Purchase
Plan No. 2 of the Company and any amendments hereto.

     

    “Stockholder”
shall mean any record owner of Common Stock.

     

    “Subsidiary”
shall mean any subsidiary owned directly or indirectly by the
Company.

     

    “Voluntary
Cash Payments” shall mean payments of the type described in Section 7
hereof.

     

    3.   Effective
Date.

     

    The
Original Plan became effective on June 30, 2000.  The Plan shall
become effective on such date as the post-effective amendment to the
registration statement becomes effective according to the rules and regulations
of the Securities and Exchange Commission.

     

    4.   Administration.

     

    4.01. The
Company shall have complete authority in its sole discretion to make, interpret
and administer such rules and regulations as it deems necessary to implement and
administer the Plan, and any determination, decision or action of the Company in
connection with the construction, interpretation, administration or application
of the Plan shall be final, conclusive and binding upon all Participants and any
and all persons claiming under or through any Participant.

     

    4.02. The
Company shall appoint a financial institution selected by the Company in its
sole discretion (the “Agent”) to administer certain tasks relating to the Plan
as provided herein or as otherwise designated by the Company.

     

    5.           Eligibility.

     

    5.01 Any
Stockholder who is a resident of the United States of America is eligible to
participate in the Plan.  To enroll in the Plan, a Stockholder must
submit a properly completed enrollment form to the Agent in accordance with
rules and regulations established by the Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    5.02 A broker
or nominee who is a record owner of Common Stock may participate in the Plan on
behalf of a beneficial owner of Common Stock.

     

    6.   Dividend
Reinvestment.

     

    6.01 Any
Participant may elect to participate in the Plan with respect to all or any
portion of the shares of Common Stock registered in his name, and such shares
designated by the Participant shall thereupon be Participating
Shares.

     

    6.02 A
Participant shall make an initial election as to the number of his Participating
Shares upon enrollment in the Plan.  The Participant may from time to
time thereafter make elections to change the number of his Participating Shares,
and such elections shall become effective in accordance with rules and
regulations established by the Company.

     

    6.03 As and
when Dividends are paid on the Common Stock, the Company shall promptly pay to
the Agent all Dividends payable on Participating Shares (less tax withheld, if
any).

     

    7.   Voluntary Cash
Payments.

     

    7.01 Any
Participant that owns at least one hundred (100) full shares of the Common Stock
may make Voluntary Cash Payments at such time or times as may be established by
the Company; provided, however, that no Participant may make Voluntary Cash
Payments to be applied on any one Investment Date in excess of TEN THOUSAND
DOLLARS ($10,000), or less than ONE HUNDRED DOLLARS ($100).

     

    7.02 All
Voluntary Cash Payments shall be made to the Agent.  Participants
shall make Voluntary Cash Payments by check, or such other means as the Company
shall determine.

     

    7.03 Voluntary
Cash Payments will be held by the Agent, without interest, until the Investment
Date.

     

    8.   Purchases of Common
Stock.

     

    8.01 The
Company has set aside 1,000,000 shares of Common Stock to be available for
purchase under the Plan, subject to adjustment as provided in Section 16
hereof.

     

    8.02 (a)           The
Agent shall apply the Dividends received in accordance with Section 6 hereof and
any Voluntary Cash Payments received in accordance with Section 7 hereof to the
purchase of shares of Common Stock from the Company or on the open market, and
shall allocate such shares (including fractional shares) to each Participant in
accordance with the amount of Dividends and/or Voluntary Cash Payments received
with respect to the Participant.  The Agent shall apply Dividends and
any Voluntary Cash Payments to the purchase of Common Stock on each Investment
Date or as soon as practicable thereafter.

                            


                           
(b)           The
purchase price to each Participant of Common Stock purchased from the Company
shall be determined in the sole discretion of the Company as
follows:

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (i)           For
Common Stock purchased by a Participant with the reinvestment of Dividends, the
purchase price of common shares purchased shall not be less than ninety-five
percent (95%) of the Fair Market Value of the Common Stock on the last business
day of the calendar quarter immediately preceding the Investment Date involved
or less than the par value of the Common Stock.  The purchase price
per share allocated to each Participant of Common Stock purchased on the open
market shall normally be the weighted average purchase price of all Common Stock
so purchased under the Plan each quarter.

     

    (ii)           For
Common Stock purchased by Participants with Voluntary Cash Payments, the
purchase price shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the last business day of the calendar
quarter immediately preceding the Investment Date involved or less than the par
value of the Common Stock.  The purchase price per share allocated to
each Participant of Common Stock purchased on the open market shall normally be
the weighted average purchase price of all Common Stock so purchased under the
Plan each quarter.

     

    8.03 The
Company shall adopt a written policy setting forth the circumstances under which
the Agent is to purchase Common Stock from the Company and the circumstances
under which the Agent is to purchase Common Stock on the open market and may
amend such policy from time to time.

     

    9.   Payment of Fees and
Commissions.

     

    9.01           The
Company shall pay the brokerage fees and commissions in connection with the
purchase of shares of Common Stock purchased pursuant to a Participant’s
reinvestment of Dividends pursuant to Section 6.

     

    9.02           The
Participant shall pay the brokerage fees and commissions (a) in connection with
the purchase of shares of Common Stock purchased pursuant to such Participant’s
Voluntary Cash Payments made pursuant to Section 7, which shall be deducted from
the Voluntary Cash Payments, and (b) if such Participant withdraws from the Plan
and elects to receive the cash value of the shares held in such Participant’s
account pursuant to Section 14, such fees and commissions to be deducted from
the sale proceeds.

     

    10.        
Commingling of
Funds.

     

    The Agent
may commingle the funds of a Participant with those of other
Participants.

     

    11.        
Custody of Purchased Common
Stock; Issuance of Certificates to Participants.

     

    11.01 Except as
set forth in Section 11.02 below, the Agent shall hold as custodian for the
Participants, in the name of the Agent or in the name of a nominee, all of the
Common Stock purchased pursuant to the Plan.

     

    11.02 If a
Participant so requests in writing at the time, the Agent shall deliver to the
Participant one or more certificates, registered in the name of the Participant,
for all or any portion of the whole shares of Common Stock held by the Agent for
the Participant.  The shares represented by such certificates which
are delivered to the Participant shall continue to be Participating Shares,
unless appropriate election is made pursuant to Section 6.02 or Section
14.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.03 A
Participant may deliver to the Agent one or more certificates for shares of
Common Stock owned by such Participant and registered in the Participant's name,
duly endorsed for transfer and with the Participant's signature properly
guaranteed.  The shares represented by such certificate or
certificates shall be held by the Agent as custodian for the Participant in the
name of the Agent or in the name of a nominee, subject to all of the other
provisions of this Plan.  The shares represented by such certificates
shall become Participating Shares.

     

    12.        
Non-Cash Dividends and
Distributions: Rights Offerings.

     

       
12.01 Absent an
election by the Participant to the contrary, if any dividends on any
Participating Shares are paid in Common Stock, or if Common Stock is distributed
on account of Participating Shares in connection with any stock split or similar
transaction, then such Common Stock shall be delivered by the Company to the
Agent and shall be held by the Agent for the Participant, and all such shares
shall become Participating Shares.

                  


                   
12.02 If rights
to subscribe to Common Stock are distributed on account of Participating Stock
in connection with any offering of shares of Common Stock by the Company, then
such rights shall be delivered by the Company to the Agent, which shall deliver
same to the Participant, who shall have the sole right to exercise the rights,
or to sell, assign or transfer them.  Any shares of Common Stock
issued upon the exercise of such rights shall not become Participating Shares
unless delivered to the Agent pursuant to Section 11.03.

     

    13.        
Records; Reports to
Participants; Voting Rights.

     

       
13.01 The Agent
shall establish and maintain a separate account under the Plan for each
Participant and shall maintain all accounting and other records necessary to
prepare the report described in Section 13.02 hereof.

     

        13.02 As
promptly as practicable after each purchase of Common Stock pursuant to the
Plan, the Agent shall prepare and send to each Participant whose Dividends
and/or Voluntary Cash Payments have been applied to such purchase, a report of
all transactions in his account since the last such report, including a
statement of the number of shares of Common Stock held for the Participant, the
amount of Dividends allocable to the Participant, the amount of any Voluntary
Cash Payments made by the Participant, and the amount of Common Stock purchased
for the Participant and the price paid for such stock.

     

       
13.03 The
Agent, in cooperation with the Company, shall furnish each Participant who is
not a holder of record of Common Stock with all annual, quarterly and other
reports distributed generally to the Company's shareholders.

     

        13.04 The
Agent, in cooperation with the Company, shall furnish each Participant with all
proxy material, including a form of proxy, relating to any annual or special
meeting of the Company's shareholders.  Such form of proxy shall cover
all whole shares of Common Stock held for a Participant under the Plan and shall
be voted as and to the extent specified thereon by the Participant. The Agent
shall have no authority to vote any shares of Common Stock held for any
Participant, whether or not a Participant votes them.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

       
13.05 The
Company and the Agent shall cooperate in taking all actions reasonable to assure
accurate reporting to Participants and to the Internal Revenue Service of
Dividends paid and any taxes withheld thereon; provided, however, that no action
or failure to act on the part of the Company or the Agent shall relieve any
Participant of any tax which may be payable on Dividends or otherwise in
connection with the Plan.

     

    14.        
Termination of
Participation.

     

    A
Participant may terminate his participation in the Plan at any time by giving to
the Agent written notice of such termination (which notice shall be effective
two (2) business days after receipt by the Agent) or by withdrawing pursuant to
Section 6.02 all of his whole shares of Common Stock which are Participating
Shares.  The participation of a Participant shall also terminate
automatically upon the Agent's receipt of written notice of the death of the
Participant or upon the Company giving written notice to the Participant in the
event of any termination of the Plan pursuant to Section 15.  Upon any
such termination, the affected Participant or his designated beneficiary shall
receive certificates, registered in his name, for the number of whole shares of
Common Stock held for the Participant, together with a check for the Fair Market
Value (as of the date participation is terminated) of any fractional shares of
Common Stock held; provided, however, that the Company may permit a Participant
to request that the Agent sell all or any portion of the whole shares of Common
Stock held for the Participant, with the Participant receiving the proceeds from
such sale less any brokerage commissions and fees.  After any such
termination, any Dividends (or other distributions) and/or Voluntary Cash
Payments received shall be forwarded to the Participant.

     

    15.        
Amendment and Termination of
the Plan.

     

    The
Company shall have complete authority in its sole discretion to suspend or
terminate the Plan, in whole or in part, or to amend the Plan.

     

    16.         Dilution and Other
Adjustments.

     

    16.01 If the
outstanding shares of Common Stock are increased, decreased or changed into, or
exchanged for, a different number or kind of shares or securities of the
Company, with or without receipt of consideration by the Company, through a
reorganization, merger, recapitalization, reclassification, stock split, stock
consolidation, stock dividend, or similar event, then an appropriate and
proportionate adjustment shall be made in the number and kind of shares or other
securities covered by the Plan.

     

    16.02 Adjustments
under Section 16.01 hereof shall be made by the Company, whose determination as
to what adjustments shall be made, and the extent thereof, shall be final and
conclusive.

     

    17.         Construction.

     

    As used
herein, the singular shall include the plural and vice versa, and the masculine
shall include the feminine.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    18.         Governing
Law.

     

    The
interpretation and performance of the Plan shall be governed by the laws of the
State of New York.