Exhibit 4.1


 


North Jersey Community Bank


 


2005 STOCK OPTION PLAN - A


 


Section 1. Purpose


 


The North Jersey Community Bank 2005 Stock
Option Plan – A (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; provided, however, with respect
to a Participant who has been granted an Incentive Stock Option such term shall have the meaning set forth in Section 422(c)(6)
of the Code.


 


“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.


 


“Incentive Stock Option” means an
option to purchase shares of Common Stock granted






    	 



    	



    

to a Participant under the Plan which is intended
to meet the requirements of Section 422 of the Code.


 


“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 which is not intended to be an Incentive Stock
Option.


 


“Option” means an Incentive Stock
Option or 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 - A.


 


“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 whether such Options are to be Incentive Options or
Non-Qualified Stock Options (subject to the requirements of the Code, which provide that only employees may receive Incentive Options
and subject to the limitation contained in Section 5 regarding the number of Non-Qualified Stock Options which 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. Options intended to qualify as Incentive Stock Options shall be granted only
to persons who are eligible to receive such options under Section 422 of the Code; i.e., employees of the Bank.


 


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 120,000, subject to the adjustments as provided in Section
5 and Section 9, to the extent applicable. Of this amount, the maximum number of shares which may be purchased pursuant to Non-Qualified
Options shall be 60,000, subject to the adjustments provided for in this Section 5 and Section 9. 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
Section 422 of the Code with regard to any Incentive Stock Options granted hereunder or 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,
and may grant






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Non-Qualified Stock Options in exchange for
and upon surrender of previously granted Options under this Plan. Non-Qualified Stock 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 Non-Qualified Stock 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 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
Non-Qualified Stock Option may be exercised shall be determined by the Board, but in no event shall a Non-Qualified Stock 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 Non-Qualified Stock 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 Non-Qualified Stock 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 Non-Qualified Stock 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 Non-Qualified Stock 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 Non-Qualified
Stock 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 Non-Qualified Stock Options
shall immediately expire upon such Termination for Cause and shall not be exercisable, regardless of whether such Non-Qualified
Stock 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. Incentive Stock Options


 




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 7.1 Grant of Incentive Stock Options.


 


The Board may, from time to time, grant Incentive
Stock Options to Management Officials who are employees of the Bank. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:


 


 (a) Price. The purchase price per share of Common
Stock deliverable upon the exercise of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the date of grant or the par value of the Common Stock, whichever is higher. However, if a
Participant owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of Common Stock,
the purchase price per share of Common Stock deliverable upon the exercise of each Incentive Stock Option shall not be less than
one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant or the par value of the Common
Stock, whichever is greater. Shares may be purchased only upon payment of the full purchase price.


 


 (b) Amounts of Options. Incentive Stock Options
may be granted to any Management Official who is an employee of the Bank in such amounts as determined by the Board. In the case
of an option intended to qualify as an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time the option
first becomes exercisable) of the Common Stock with respect to which Incentive Stock Options granted are exercisable for the first
time by the Participant during any calendar year shall not exceed $100,000. The provisions of this Section 7.1(b) shall be construed
and applied in accordance with Section 422(d) of the Code and the regulations, if any, promulgated thereunder. To the extent an
award is in excess of such limit, it shall be deemed a Non-Qualified Stock Option. The Board shall have discretion to redesignate
options granted as Incentive Stock Options as Non-Qualified Options.


 


 (c) Terms of Options. The term during which each
Incentive Stock Option may be exercised shall be determined by the Board, but in no event shall an Incentive Stock Option be exercisable
in whole or in part more than ten (10) years from the date of grant. If at the time an Incentive Stock Option is granted to an
employee, the employee owns Common Stock representing more than ten percent (10%) of the total combined voting power of the Bank
(or, under Section 422(d) of the Code, is deemed to own Common Stock representing more than ten percent (10%) of the total combined
voting power of all such classes of Common Stock, by reason of the ownership of such classes of Common Stock, directly or indirectly,
by or for any brother, sister, spouse, ancestor or lineal descendent of such employee, or by or for any corporation, partnership,
estate or trust of which such employee is a shareholder, partner or beneficiary), the Incentive Stock Option granted to such employee
shall not be exercisable after the expiration of five years from the date of grant.


 


 (d) Termination of Service. Except as provided
in Section 7.1(e) hereof, upon the termination of a Participant’s service for any reason other than Disability, death or Termination
for Cause, the Participant’s Incentive Stock Options which are then exercisable at the date of termination may only be exercised
by the Participant for a period of three months following termination. Notwithstanding any provisions set forth herein nor contained
in any Agreement relating to an award of an Option, in the event of Termination for Cause all rights under the Participant’s Incentive
Stock Options shall expire immediately upon termination, and such Incentive Stock Options shall not be exercisable.


 


Unless otherwise determined by the Board,
in the event of death or termination of service as a result of Disability of any Participant, all Incentive Stock Options held
by such Participant, whether






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or not exercisable at such time, shall be
exercisable by the Participant or the Participant’s legal representatives or beneficiaries of the Participant for one year following
the date of the participant’s death or termination of employment as a result of Disability. In no event shall the exercise period
extend beyond the expiration of the Incentive Stock Option term.


 


 (e) Transferability. No Incentive Option granted
under the Plan shall be assignable or transferable by a Participant, except pursuant to the laws of descent and distribution, and
any attempted distribution shall be null and void and of no effect.


 


 (f) Compliance with Code. The options granted
under this Section 7 of the Plan are intended to qualify as incentive stock options within the meaning of Section 422 of the Code,
but the Bank makes no warranty as to the qualification of any option as an incentive stock option within the meaning of Section
422 of the Code. A Participant shall notify the Board in writing in the event that he disposes of Common Stock acquired upon exercise
of an Incentive Stock Option within the two-year period following the date the Incentive Stock Option was granted or within the
one-year period following the date he received Common Stock upon the exercise of an Incentive Stock Option and shall comply with
any other requirements imposed by the Bank in order to enable the Bank to secure the related income tax deduction to which it will
be entitled in such event under the Code.


 


Section 8. 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; provided, however, that
no such extension shall be permitted if it would cause Incentive Stock Options issued under the Plan to fail to comply with Section
422 of the Code.


 


Section 9. 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 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), provided that any such options substituted for Incentive Stock Options shall meet the requirements of Section 424(a)
of the Code, (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






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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 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 10. 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.



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 (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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