Exhibit 4.3


 


NORTH JERSEY COMMUNITY BANK


 


2006 EQUITY COMPENSATION PLAN


 


Section 1. Purpose


 


The North Jersey Community Bank 2006 Equity Compensation
Plan (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.


 


“Award” means the grant of Options
or a Restricted Stock Award hereunder.


 


“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 the Participant’s
inability for a period of three (3) consecutive months, or for six (6) months during any twelve (12) month period, to perform the
requirements of the Participant’s position with the Bank due to physical or mental impairment; 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. For purposes of Restricted Stock Awards under Section 8, “Disability” shall be as defined in Section 8.3(a)(1).
The determination of whether a Disability exists will be made by the Board.


 


“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 or Restricted Stock Award under the Plan.


 


“Plan” means the North Jersey Community
Bank 2006 Equity Compensation Plan.


 


“Restricted Stock Award” means a
grant of shares of Common Stock pursuant to Section 8 hereof.


 


“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 Awards, to determine the type of
Award granted, to determine the individuals to whom and the time or times at which Awards may be granted, to determine whether
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 Award granted hereunder, including whether to
impose any vesting period, and if the Award is an Option, the exercise price thereof, subject to the requirements of this Plan.




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(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 Award
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 grant 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.


 


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 Award
or Awards 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 under the Plan is 45,300, subject to the adjustments as provided in this Section 5 and Section 10, to the extent
applicable. Of this amount, the maximum number of shares which may be purchased pursuant to Non-Qualified Options or Restricted
Stock Awards granted to Participants who are not employees of the Bank shall be 30,200, subject to the adjustments provided for
in this Section 5 and Section 10. If an Award 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 Award, to the extent of such expiration, termination or forfeiture, shall again be available for subsequent Award 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




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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 Awards 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 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




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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 a 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 or similar investment vehicle established for the Participant or an immediate family member.
For purposes 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


 


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




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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 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




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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. Restricted Stock


 


8.1 Grant of Restricted Stock Awards


 


(a) Grants. The Board may grant Restricted
Stock Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Bank to require forfeiture of
such shares from the Participant in the event that conditions specified by the Board in the applicable Restricted Stock Award are
not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Restricted Award.
During the restricted period, shares constituting a Restricted Stock Award may not be transferred, although a Participant shall
be entitled to exercise other indicia of ownership, including the right to vote such shares and receive any dividends declared
on such shares.


 


(b) Terms and Conditions. Subject
to Section 8.2, the Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions
for forfeiture.


 


(c) Stock Certificates. The Bank may
cause shares issued as part of a Restricted Stock Award to be issued in either book entry form or certificated form. Shares issued
in book entry form will be maintained in an account at the Bank’s transfer agent, and only released to a Participant upon
satisfaction of any required restrictions. Any stock certificates issued in respect of a Restricted Stock Award shall be registered
in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock
power endorsed in blank, with the Bank (or its designee). At the expiration of the applicable restriction periods, the Bank (or
such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has
died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights
of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of
an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.




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8.2 Distribution of Restricted Stock Awards


 


(a) Restricted Stock Awards shall not be distributed
and the restrictions pertaining to such award shall not expire earlier than –





(1) upon the completion or satisfaction of the conditions specified by the Board in the Award;


 


(2) a Participant’s separation from service;


 


(3) the date a Participant becomes disabled (as defined in Section 8.3(b));


 


(4) upon the death of a Participant;


 


(5) a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets
of the Bank, as described in Section 10(c) or, if in conflict therewith, to the extent necessary, by the Secretary of Treasury
under regulations issued under Code section 409A; or


 


(6) upon the occurrence of an unforeseeable
emergency.


 


(b) A payment of a Participant’s
vested interest in a Restricted Stock Award may, in the discretion of the Board, be made in the event of a Participant’s
Disability, upon the occurrence of a Change-in-Control (as defined in the Grant Agreement evidencing any Award) or Unforeseeable
Emergency. Payments in settlement of a Participant’s vested interest in a Restricted Stock Award shall be made as soon as
practicable after such occurrence or after the Participant otherwise vests in such award. For the purposes of section 409A of
the Code, the entitlement to a series of installment payments will be treated as the entitlement to a single payment.


 


(c) Other provisions of the Plan notwithstanding,
if, upon the written application of a Participant, the Board determines that the Participant has an unforeseeable emergency (as
defined in Section 8.3(b)), the Board may, in its sole discretion, direct the payment to the Participant of all or a portion of
the balance of his or her vested interest in a Restricted Stock Award in a lump sum payment, provided that any such withdrawal
shall be limited by the Board to the amount reasonably necessary to meet the emergency, including amounts needed to pay any income
taxes or penalties reasonably anticipated to result from the payment. No payment may be made to the extent that such emergency
is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s
assets or to the extent the liquidation of such assets would not cause severe financial hardship.




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(d) The Board may not otherwise permit the
acceleration of the time or schedule of any vesting of a Restricted Stock award scheduled to be paid pursuant to the Plan, unless
such acceleration of the time or schedule is (i) necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B)
of the Code) or to comply with a certificate of divestiture (as defined in section 1043(b)(2) of the Code), (ii) de minimis in
nature (as defined in regulations promulgated under section 409A of the Code), (iii) to be used for the payment of FICA taxes on
amounts deferred under the Plan, or (iv) equal to amounts included in the federal personal taxable income of the Participant under
section 409A of the Code.


 


8.3 Definitions for Restricted Stock Awards


 


(a) For purposes of this Section 8,
the following definitions shall apply-


 


(1) “Disability” shall mean
(i) the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than
12 months, or (ii) if the Participant is, by reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank.


 


(2) “Unforeseeable emergency”
shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s
spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the
Participant.


 


Section 9. 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 Non-Qualified Stock Options or Incentive Stock Options issued under the
Plan to fail to comply with Section 409A or 422 of the Code. An election to defer the lapse of restrictions on a Restricted Stock
Award shall not take effect until at least 12 months after the date on which the election is made and in the event that an election
to defer the lapse of restrictions is made other than in the event of death, disability or the occurrence of an unforeseeable emergency,
payment of such award must be deferred for a period of not less than 5 years from the date that restrictions would have otherwise
lapsed.




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Section 10. General Provisions Applicable to Options


 


(a) Each Award 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 Award may be granted alone, in addition
to or in relation to any other Award . The terms of each Award need not be identical, and the Board need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Award, any determination with respect to an Award 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 Awards: (i) provide that such
Awards shall be assumed, or equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any 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 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 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, or (iv) provide
that all or any outstanding Awards shall become exercisable in full, or that the restrictions on such Awards shall lapse, immediately
prior to such event.


 


(d) 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






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provides in writing.


 


(e) The Board may at any time, and from time
to time, amend, modify or terminate the Plan or any outstanding Award held by a Participant, including substituting therefore another
Award 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.


 


(f) The Board may, in its sole discretion, terminate
the Plan (in whole or in part) with respect to one or more Participants and distribute to such affected Participants their vested
interest in any Restricted Stock award in a lump sum as soon as reasonably practicable following such termination, but if, and
only if, (i) all nonqualified defined contribution deferred compensation plans maintained by the Bank and its Affiliates are terminated,
(ii) no payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are
made within 12 months of the termination of the Plan, (iii) all payments of the vested interest in Restricted Stock awards are
made within 24 months of the termination of the Plan, and (iv) the Bank acknowledges to the Participants that it will not adopt
any new nonqualified defined contribution deferred compensation plans at any time within five (5) years following the date of the
termination of the Plan.


 


Section 11. Miscellaneous


 


(a) No person shall have any claim or right to
be granted an Award, and the grant of an Award 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 Award.


 


(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
Award, 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




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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, Awards may be granted under the Plan expressly subject to such approval.


 


(g) Awards 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 Awards 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.


 


(i) A Participant in the Plan shall have no
right to receive payment (in any form) with respect to his or her restricted Stock award until legal and contractual obligations
of the Bank relating to establishment of the Plan and the making of such payments shall have been complied with in full. In addition,
the Bank shall impose such restrictions on stock delivered to a Participant hereunder and any other interest constituting a security
as it may deem advisable in order to comply with the Securities Act of 1933, as amended, the requirements of any stock exchange
or automated quotation system upon which the stock is then listed or quoted, any applicable state securities laws, any provision
of the Bank’s certificate of incorporation or bylaws, or any other law, regulation, or binding contract to which the Bank
is a party.



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