Exhibit 4.2


 


 


North Jersey Community Bank


 


2005 STOCK OPTION PLAN - B


 


Section 1. Purpose


 


The North Jersey Community Bank 2005 Stock Option
Plan – B (the “Plan”) is hereby established to foster and promote the long-term success of North Jersey Community
Bank (the “Bank”) and its shareholders by providing members of management, including employees and management officials,
with an equity interest in the Bank. The Plan will assist the Bank in attracting and retaining the highest quality of experienced
persons to serve as Directors and in aligning the interests of such persons more closely with the interests of the Bank’s shareholders
by encouraging such parties to maintain an equity interest in the Bank.


 


Section 2. Definitions


 


Capitalized terms not specifically defined elsewhere
herein shall have the following meaning:


“Act” means the Securities Exchange
Act of 1934, as amended from time to time, and any rules and regulations promulgated thereunder.


 


“Bank” means North Jersey Community
Bank and any present or future subsidiary or parent corporations of North Jersey Community Bank (as defined in Section 424 of the
Code) or any successor to such corporations.


 


“Board” means the Board of Directors
of the Bank.


 


“Code” means the Internal Revenue Code
of 1986, as amended from time to time, and the regulations promulgated thereunder.


 


“Common Stock” or “Stock”
means the common stock, $5.00 per share par value, of the Bank.


 


“Disability” shall mean, with respect
to a Management Official who is an employee, a permanent disability which qualifies as total disability under the terms of the
Bank’s Long-Term Disability Plans and, with respect to a Management Official who is a non-employee member of the Board, permanent
and total disability which if the Management Official were an employee of the Bank would be treated as a total disability under
the term of the Bank’s long-term disability plan for employees as in effect from time to time.


 


“Fair Market Value” means, with respect
to shares of Common Stock, the fair market value as determined by the Board in good faith and in a manner established by the Board
from time to time, taking into account such factors as the Board shall deem relevant, including the book value of the Common Stock
and, to the extent there is an established trading market for the Common Stock, the market value of the Common Stock.


 


“Management Official” means an employee
of the Bank, a non-employee member of the Board, a member of any advisory Board or any other service provider to the Bank.




    	 



    	



    


“Non-Qualified Stock Option” means
an option to purchase shares of Common Stock granted to a Participant under the Plan.


 


“Option” means a Non-Qualified Stock
Option granted hereunder.


 


“Participant” means a Management Official
selected by the Board to receive an Option under the Plan.


 


“Plan” means the North Jersey Community
Bank 2005 Stock Option Plan - B.


 


“Termination for Cause” means termination
because of Participant’s intentional failure to perform stated duties, personal dishonesty, willful violation of any law, rule
regulation (other than traffic violations or similar offenses) or final cease and desist order issued by any regulatory agency
having jurisdiction over the Participant or the Bank.


 


Section 3. Administration


 


(a) The Plan shall be administered by the Board.
Among other things, the Board shall have authority, subject to the terms of the Plan, to grant Options, to determine the individuals
to whom and the time or times at which Options may be granted, to determine the terms and conditions of any Option granted hereunder,
including whether to impose any vesting period, and the exercise price thereof, subject to the requirements of this Plan.


 


(b) Subject to the other provisions of the Plan,
the Board shall have authority to adopt, amend, alter and repeal such administrative rules, guidelines and practices governing
the operation of the Plan as it shall from time to time consider advisable, to interpret the provisions of the Plan and any Option
and to decide all disputes arising in connection with the Plan. The Board may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any option agreement in the manner and to the extent it shall deem appropriate to carry the
Plan into effect, in its sole and absolute discretion. The Board’s decision and interpretations shall be final and binding. Any
action of the Board with respect to the administration of the Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.


 


(c) The Board may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from
any such counsel or consultant and any computation received from any such consultant or agent.



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Section 4. Eligibility and Participation


 


Management Officials of the Bank shall be eligible
to participate in the Plan. The Participants under the Plan shall be selected from time to time by the Board, in its sole discretion,
from among those eligible, and the Board shall determine in its sole discretion the numbers of shares to be covered by the Option
or Options granted to each Participant.


 


Section 5. Shares of Stock Available for Options


 


(a) The maximum number of shares of Common Stock
which may be issued and purchased pursuant to Options granted under the Plan is 60,000, subject to the adjustments as provided
in Section 5 and Section 8, to the extent applicable. If an Option granted under this Plan expires or terminates before exercise
or is forfeited for any reason, without a payment in the form of Common Stock being granted to the Participant, the shares of Common
Stock subject to such Option, to the extent of such expiration, termination or forfeiture, shall again be available for subsequent
Option grant under Plan.


 


(b) In the event that any stock dividend, stock
split, reverse stock split or combination, extraordinary cash dividend, creation of a class of equity securities, recapitalization,
reclassification, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights
offering to purchase Common Stock at a price substantially below Fair Market Value, or other similar transaction affects the Common
Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be granted or made
available under the Plan to Participants, the Board shall proportionately and appropriately adjust equitably any or all of (i)
the maximum number and kind of shares of Common Stock in respect of which Options may be granted under the Plan to Participants,
(ii) the number and kind of shares of Common Stock subject to outstanding Options held by Participants, and (iii) the exercise
price with respect to any Options held by Participants, without changing the aggregate purchase price as to which such Options
remain exercisable, and if considered appropriate, the Board may make provision for a cash payment with respect to any outstanding
Options held by a Participant, provided that no adjustment shall be made pursuant to this Section if such adjustment would cause
the Plan to fail to comply with the requirements of Rule 16b-3 under the Act or any successor or replacement regulation. No fractional
Shares shall be issued on account of any such adjustment.


 


(c) Any adjustments under this Section will be
made by the Board, whose determination as to what adjustments, will be made and the extent thereof will be final, binding and conclusive.


 


Section 6. Non-Qualified Stock Options


 


6.1 Grant of Non-Qualified Stock Options.


 


Subject to the provisions hereof, the Board may,
from time to time, grant Non-Qualified Stock Options to Participants upon such terms and conditions as the Board may determine.
Options granted under this Plan are subject to the following terms and conditions:


 


(a) Price. The purchase price per share
of Common Stock deliverable upon the exercise of each Option shall be determined by the Board on the date the option is granted.
The purchase price shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock




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on the date of grant or the par value of the Common Stock, whichever
is greater. Shares may be purchased only upon full payment of the purchase price.


 


(b) Terms of Options. The term during
which each Option may be exercised shall be determined by the Board, but in no event shall an Option be exercisable in whole or
in part more than ten (10) years from the date of grant.


 


(c) Termination of Service. Except as
provided herein, unless otherwise determined by the Board, upon the termination of the service of a Participant who is not an employee
for any reason other than Disability, death or Termination for Cause, the Participant’s Options shall be exercisable only as to
those shares which were immediately exercisable by the participant at the date of termination and only for one (1) year from the
date of such termination. In the event of death or termination of service of a Participant who is not an employee as a result of
Disability of any Participant, all Options held by the Participant, whether or not exercisable at such time, shall be exercisable
by the Participant or his legal representatives or beneficiaries of the Participant for one (1) year from the date of such termination.
Upon the termination of the service of a Participant who is a common law employee of the Bank for any reason other than Disability,
death or Termination for Cause, the Participant’s Options shall be exercised only as to those shares which were immediately exercisable
by the Participant at the date of termination and only for a period of three months following termination. In the event of death
or termination of service of Participant who is a common law employee of the Bank as a result of Disability of any such Participant,
all Options held by such Participant, whether or not exercisable at such time, shall be exercisable by the Participant or his legal
representatives or beneficiaries of the Participant for one year or such longer period as is determined by the Board following
the date of the Participant’s death or termination of service due to Disability, provided and in no event shall the period extend
beyond the expiration of the Option term. Notwithstanding any other provisions set forth herein to the contrary nor any provision
contained in any agreement relating to the award of an option, in the event of a Termination for Cause, all of the Participant’s
Options shall immediately expire upon such Termination for Cause and shall not be exercisable, regardless of whether such Options
were vested.


 


(d) Transferability. Except as provided
for hereunder, no Option granted under the Plan shall be assignable or transferable by a Participant, and any attempted disposition
thereof shall be null and void and of no effect. A Participant may transfer or assign an Option granted hereunder to an immediate
family member or trust or benefit plan established for the Participant or an immediate family member. For terms of this provision,
the term “immediate family member” means a Participant’s spouse, parents and offspring. Nothing contained herein shall
be deemed to prevent transfers by will or by the applicable laws of descent and distribution.


 


Section 7. Extension


 


The Board may, in its sole discretion, extend
the dates during which all or any particular Option or Options granted under the Plan may be exercised.


 


Section 8. General Provisions Applicable to Options 


 


(a) Each Option under the Plan shall be evidenced
by a writing delivered to the Participant specifying the terms and conditions thereof and containing such other terms and conditions
not inconsistent with the provisions of the Plan as the Board considers necessary or advisable to achieve the




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purposes of the Plan or comply with applicable tax and regulatory
laws and accounting principles.


 


(b) Each Option may be granted alone, in addition
to or in relation to any other Option. The terms of each Option need not be identical, and the Board need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Option, any determination with respect to an Option may be
made by the Board at the time of grant or at any time thereafter.


 


(c) In the event of a consolidation, reorganization,
merger or sale of all or substantially all of the assets of the Bank, in each case in which outstanding shares of Common Stock
are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation
of the Bank, the Board will provide for any one or more of the following actions, as to outstanding options: (i) provide that such
options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof, (ii) upon written notice to the Participants, provide that all unexercised options will terminate immediately prior to
the consummation of such transaction unless exercised (to the extent then exercisable) by the Participant within a specified period
following the date of such notice, (iii) in the event of a merger under the terms of which holders of the Common Stock of the Bank
will receive upon consummation thereof a cash payment for each share surrendered in the merger (the “Merger Price”),
make or provide for a cash payment to the Participants equal to the difference between (A) the Merger Price times the number of
shares of Common Stock subject to such outstanding Options (to the extent then exercisable at prices not in excess of the Merger
Price) and (B) the aggregate exercise price of all such outstanding Options in exchange for the termination of such Options, and
(iv) provide that all or any outstanding Options shall become exercisable in full immediately prior to such event.


 


(d) The Participant shall pay to the Bank, or
make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in respect of Options under the
Plan no later than the date of the event creating the tax liability. In the Board’s sole discretion, a Participant may elect to
have such tax obligations paid, in whole or in part, in shares of Common Stock, including shares retained from the Option creating
the tax obligation. For withholding tax purposes, the value of the shares of Common Stock shall be the Fair Market Value on the
date the withholding obligation is incurred. The Bank may, to the extent permitted by law, deduct any such tax obligations from
any payment of any kind otherwise due to the Participant.


 


(e) For purposes of the Plan, the following events
shall not be deemed a termination of service of a Participant:


 


			(i) a transfer to the employment of the Bank from a subsidiary or from the Bank to a subsidiary, or from one subsidiary to
another, or



 


			(ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Bank, if the Participant’s
right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence
was granted or if the Board otherwise so provides in writing.



 


(f) The Board may at any time, and from time
to time, amend, modify or terminate the Plan or any outstanding Option held by a Participant, including substituting therefore
another Option of the same or a different type or changing the date of exercise or realization, provided that the Participant’s
consent to each action shall be required unless the Board determines that the action, taking




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into account any related action, would not materially and adversely
affect the Participant, and further provided that no amendment increasing the number of shares subject to the Plan or decreasing
the exercise price for any option provided for under the Plan may be effectuated without the approval of the shareholders of the
Bank; provided, however, that no such amendment or modification will be effective if such amendment or modification would cause
the Plan to fail to comply with the requirements of Rule 16b-3 under the Act or any successor or replacement regulation.


 


Section 9. Miscellaneous


 


(a) No person shall have any claim or right to
be granted an Option, and the grant of an Option shall not be construed as giving a Participant the right to continued employment
or service on the Bank’s Board. The Bank expressly reserves the right at any time to dismiss a Participant free from any liability
or claim under the Plan, except as expressly provided in the applicable Option.


 


(b) Nothing contained in the Plan shall prevent
the Bank from adopting other or additional compensation arrangements.


 


(c) Subject to the provisions of the applicable
Option, no Participant shall have any rights as a shareholder (including, without limitation, any rights to receive dividends,
or non-cash distributions with respect to such shares) with respect to any shares of Common Stock to be distributed under the Plan
until he or she becomes the holder thereof.


 


(d) Notwithstanding anything to the contrary
expressed in this Plan, any provisions hereof that vary from or conflict with any applicable Federal or State securities laws (including
any regulations promulgated thereunder) shall be deemed to be modified to conform to and comply with such laws.


 


(e) No member of the Board shall be liable for
any action or determination taken or granted in good faith with respect to this Plan nor shall any member of the Board be liable
for any agreement issued pursuant to this Plan or any grants under it. Each member of the Board shall be indemnified by the Bank
against any losses incurred in such administration of the Plan, unless his action constitutes serious and willful misconduct.


 


(f) This Plan shall become effective upon its
approval by the holders of two-thirds (2/3) of the Common Stock of the Bank entitled to vote and the approval of the Plan by the
Commissioner of the Department of Banking and Insurance pursuant to Section 27.51 of the Banking Act of 1948, as amended. Prior
to such approval, Options may be granted under the Plan expressly subject to such approval.


 


(g) Options may not be granted under the Plan
more than ten (10) years after approval of the Plan by the Bank’s Shareholders, but then outstanding Options may extend beyond
such date.


 


(h) To the extent that State laws shall not have
been preempted by any laws of the United States, the Plan shall be construed, regulated, interpreted and administered according
to the other laws of the State of New Jersey.



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