Unassociated Document


    


    CENTER
      BANCORP, INC.

    AMENDED
      AND RESTATED

    2003
      NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

    


    


    1.
      Purpose
      of the Plan.
      The
      purpose of this Amended aand Restated Stock Option Plan ("Plan"), to be known
      as
      the "Center Bancorp Non-Employee Director Stock Option Plan", is to attract
      qualified personnel to accept positions of responsibility as outside directors
      with Center Bancorp, Inc., a New Jersey corporation ("Company"), and to provide
      incentives for qualified persons to remain on the Board of the Company as
      outside directors.

    


    2.
      Definitions.
      As used
      in the Plan, unless the context requires otherwise, the following terms shall
      have the following meanings:

    


    (a)
      "Anniversary Date" shall mean, for each member of the Board, March 1 of each
      calendar year, provided that such director has served continuously on the Board
      during the six months immediately preceding such date and was not an employee
      of
      the Company or any of its subsidiaries during such six month period.


    


    (b)
      "Board" shall mean the Board of Directors of the Company.

    


    (c)
      "Committee" shall mean a committee of the Board designated by the Board and
      consisting solely of members of the Board who are not Outside Directors. If
      all
      members of the Board are Outside Directors, the Committee shall consist of
      the
      entire Board.

    


    (d)
      "Common Stock" shall mean the Company's common stock, no par value, or if,
      pursuant to the adjustment provisions of Section 11 hereof, another security
      is
      substituted for the Common Stock, such other security.

    


    (e)
      "Fair
      Market Value" shall mean the fair market value of the Common Stock on the
      Anniversary Date or other relevant date. If on such date the Common Stock is
      listed on a stock exchange or is quoted on the automated quotation system of
      NASDAQ, the Fair Market Value shall be the closing sale price (or if such price
      is unavailable, the average of the high bid price and the low asked price)
      on
      such date. If no such closing sale price or bid and asked prices are available,
      the Fair Market Value shall be determined in good faith by the Committee in
      accordance with generally accepted valuation principles and such other factors
      as the Committee reasonably deems relevant.

    


    (f)
      "Option" shall mean the right, granted pursuant to Section 7 of the Plan, to
      purchase one or more shares of Common Stock.

    


    (g)
      "Optionee" shall mean a person to whom an option has been granted under the
      Plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h)
      “Outside Director” shall mean a director who is not an employee of the Company
      or its subsidiaries.

    


    (i)
      “Retirement” shall mean a director’s resignation from, or the act of foregoing
      election to, the Board as a result of any mandatory retirement provisions
      applicable to such director.

    


    3.
      Stock
      Subject to the Plan.
      There
      will be reserved for use upon the exercise of Options granted from time to
      time
      under the Plan an aggregate of 500,000 shares of Common Stock, subject to
      adjustment as provided in Section 11 hereof for events occurring subsequent
      to
      the date on which the Plan was initially adopted. The Committee shall determine
      from time to time whether all or part of such 500,000 shares shall be authorized
      but unissued shares of Common Stock or issued shares of Common Stock which
      shall
      have been reacquired by the Company and which are held in its treasury. If
      any
      Option granted under the Plan should expire or terminate for any reason without
      having been exercised in full, the unpurchased shares shall become available
      for
      the grant of Options under the Plan.

    


    4.
      Administration
      of the Plan.
      The
      Plan shall be administered by the Committee. Subject to the provisions of the
      Plan, the Committee shall have full discretion:

    


    (a)
      To
      determine the exercise price of Options granted hereunder in accordance with
      Section 7 hereof;

    


    (b)
      To
      interpret the Plan;

    


    (c)
      To
      promulgate, amend and rescind rules and regulations relating to the Plan,
      provided, however, that no such rules or regulations shall be inconsistent
      with
      any of the terms of the Plan;

    


    (d)
      To
      subject any Option to such additional restrictions and conditions (not
      inconsistent with the Plan) as may be specified when granting the Option;
      and

    


    (e)
      To
      make all other determinations in connection with the administration of the
      Plan

    


    5.
      Eligibility.
      The
      only persons who shall be eligible to receive Options under the Plan shall
      be
      persons who, on the date such Options are to be granted hereunder, have not
      been
      an employee of the Company or any of its subsidiaries during the six months
      preceding such date.

    


    6.
      Term.
      No
      Option shall be granted under the Plan after June 1, 2014.

    


    7.
      Grant
      of Stock Options.
      The
      following provisions shall apply with respect to Options granted
      hereunder:

    


    
      
        
        

      

      
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    (a)
      Automatic
      Grants.
      The
      Company shall grant to each member of the Board an Option to purchase three
      thousand (3,000) shares of Common Stock (subject to adjustment pursuant to
      Section 11 hereof for events occurring subsequent to the date on which the
      Plan
      was initially adopted) on each of such director’s Anniversary Dates during the
      term of this Plan. It is understood that directors who are employees of the
      Company or any of its subsidiaries cannot receive Options hereunder unless
      and
      until they have ceased such employment for a period of at least six months.
      

    


    (b)
      Option
      Price.
      The
      price at which shares of Common Stock shall be purchased upon exercise of an
      Option granted hereunder shall be equal to the Fair Market Value of such shares
      on the date of grant of such Option.

    


    (c)
      Expiration.
      Except
      as otherwise provided in Section 10 hereof, each Option granted hereunder shall
      cease to be exercisable ten years after the date on which it is
      granted.

    


    8.
      Exercise
      of Options.
      Unless
      the exercise date of an Option granted hereunder is accelerated pursuant to
      Section 12 hereof, the following provisions shall apply with respect to the
      exercise of such Option:

    


    (a)
      during the first year after the date of grant, such Option shall not be
      exercisable; and

    


    (b)
      during the second year after the date of grant, such Option may be exercised
      as
      to up to 25% of the shares of Common Stock initially covered thereby;
      and

    


    (c)
      during the third year after the date of grant, such Option may be exercised
      as
      to up to 50% of the shares of Common Stock initially covered thereby (provided
      that the provisions of paragraph (b) above shall not have been violated);
      and

    


    (d)
      during the fourth year after the date of grant, such Option may be exercisable
      as to up to 75% of the shares of Common Stock initially covered thereby
      (provided that the provisions of paragraphs (b) and (c) above shall not have
      been violated); and

    


    (e)
      such
      Option may be exercised in its entirety or as to any portion thereof at any
      time
      during the fifth year after the date of grant and thereafter until the term
      of
      such Option expires or otherwise ends.

    


    9.
      Method
      of Exercise.
      To the
      extent permitted by Section 8 hereof, Optionees may exercise their Options
      from
      time to time by giving written notice to the Company. The date of exercise
      shall
      be the date on which the Company receives such notice. Such notice shall be
      on a
      form furnished by the Company and shall state the number of shares to be
      purchased and the desired closing date, which date shall be at least fifteen
      days after the giving of such notice, unless an earlier date shall have been
      mutually agreed upon. At the closing, the Company shall deliver to the Optionee
      (or other person entitled to exercise the Option) at the principal office of
      the
      Company, or such other place as shall be mutually acceptable, a certificate
      or
      certificates for such shares against payment in full of the Option price for
      the
      number of shares to be delivered, such payment to be by a certified or bank
      cashier's check and/or, if permitted by the Committee in its discretion, by
      transfer to the Company of capital stock of the Company having a Fair Market
      Value (as determined pursuant to Section 2(f)) on the date of exercise equal
      to
      the excess of the purchase price for the shares purchased over the amount (if
      any) of the certified or bank cashier's check. If the Optionee (or other person
      entitled to exercise the Option) shall fail to accept delivery of and pay for
      all or any part of the shares specified in his or her notice when the Company
      shall tender such shares to such Optionee, such Optionee’s right to exercise the
      Option with respect to such unpurchased shares may be terminated.

    


    
      
        
        

      

      
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    10.
      Termination
      of Board Status.
      In the
      event that an Optionee ceases to serve on the Board for any reason other than
      cause, death, disability, resignation or Retirement, such Optionee's Options
      shall automatically terminate three months after the date on which such service
      terminates, but in any event not later than the date on which such Options
      would
      terminate pursuant to Section 7(c). In the event that an Optionee resigns or
      is
      removed from the Board by means of a resolution which recites that the Optionee
      is being removed solely for cause, such Optionee's Options shall automatically
      terminate on the date such removal is effective. In the event that an Optionee
      ceases to serve on the Board by reason of death, disability or Retirement,
      an
      Option exercisable by such Optionee shall terminate one year after the date
      of
      death, disability or Retirement of the Optionee, but in any event not later
      than
      the date on which such Options would terminate pursuant to Section 7(c). During
      such time after death, an Option may only be exercised by the Optionee's
      personal representative, executor or administrator, as the case may be. No
      exercise permitted by this Section 10 shall entitle an Optionee or such
      Optionee’s personal representative, executor or administrator to exercise any
      portion of any Option beyond the extent to which such Option is exercisable
      pursuant to Section 8 hereof on the date such Optionee ceases to serve on the
      Board.

    


    11.
      Changes
      in Capital Structure.
      In the
      event that, by reason of a stock dividend, recapitalization, reorganization,
      merger, consolidation, reclassification, stock split-up, combination of shares,
      exchange of shares, or comparable transaction, the outstanding shares of Common
      Stock of the Company are hereafter increased or decreased, or changed into
      or
      exchanged for a different number or kind of shares or other securities of the
      Company or of any other corporation, then appropriate adjustments shall be
      made
      by the Committee to the number and kind of shares reserved for issuance under
      the Plan upon the grant and exercise of Options and the number and kind of
      shares subject to the automatic grant provisions of Section 7(a). In addition,
      the Board shall make appropriate adjustments to the number and kind of shares
      subject to outstanding Options, and the purchase price per share under
      outstanding Options shall be appropriately adjusted consistent with such change.
      In no event shall fractional shares be issued or issuable pursuant to any
      adjustment made under this Section 11. The determination of the Committee as
      to
      any such adjustment shall be final and conclusive.

    


     

    
      
        
        

      

      
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    12.
      Mandatory
      Exercise.
      Notwithstanding anything to the contrary set forth in the Plan, in the event
      that (x) the Company should adopt a plan of reorganization pursuant to which
      (i)
      it shall merge into, consolidate with, or sell substantially all of its assets
      to, any other corporation or entity or (ii) any other corporation or entity
      shall merge with the Company in a transaction in which the Company shall become
      a wholly-owned subsidiary of another entity, or (y) the Company should adopt
      a
      plan of complete liquidation, then (I) all Options granted hereunder shall
      be
      deemed fully exercisable fifteen days prior to the scheduled consummation of
      such event and (II) the Company may give an Optionee written notice thereof
      requiring such Optionee either (a) to exercise his or her Options within thirty
      days after receipt of such notice, including all installments whether or not
      they would otherwise be exercisable at the date, (b) in the event of a merger
      or
      consolidation in which shareholders of the Company will receive shares of
      another corporation, to agree to convert his or her Options into comparable
      options to acquire such shares, (c) in the event of a merger or consolidation
      in
      which shareholders of the Company will receive cash or other property (other
      than capital stock), to agree to convert his or her Options into such
      consideration (in an amount representing the appreciation over the exercise
      price of such Options) or (d) to surrender such Options or any unexercised
      portion thereof.

     

    13.
      Option
      Grant.
      Each
      grant of an Option under the Plan will be evidenced by a document in such form
      as the Committee may from time to time approve. Such document will contain
      such
      provisions as the Committee may in its discretion deem advisable, including
      without limitation additional restrictions or conditions upon the exercise
      of an
      Option, provided that such provisions are not inconsistent with any of the
      provisions of the Plan. The Committee may require an Optionee, as a condition
      to
      the grant or exercise of an Option or the issuance or delivery of shares upon
      the exercise of an Option or the payment therefor, to make such representations
      and warranties and to execute and deliver such notices of exercise and other
      documents as the Committee may deem consistent with the Plan or the terms and
      conditions of the option agreement. Not in limitation of any of the foregoing,
      in any such case referred to in the preceding sentence the Committee may also
      require the Optionee to execute and deliver documents (including the investment
      letter described in Section 14) containing such representations, warranties
      and
      agreements as the Committee or counsel to the Company shall deem necessary
      or
      advisable to comply with any exemption from registration under the Securities
      Act of 1933, as amended, any applicable State securities laws, and any other
      applicable law, regulation or rule.

    


    14.
      Investment
      Letter.
      If
      required by the Committee, each Optionee shall agree to execute a statement
      directed to the Company, upon each and every exercise by such Optionee of any
      Options, that shares issued thereby are being acquired for investment purposes
      only and not with a view to the redistribution thereof, and containing an
      agreement that such shares will not be sold or transferred unless either (1)
      registered under the Securities Act of 1933, as amended, or (2) exempt from
      such
      registration in the opinion of Company counsel. If required by the Committee,
      certificates representing shares of Common Stock issued upon exercise of Options
      shall bear a restrictive legend summarizing the restrictions on transferability
      applicable thereto.

    


    15.
      Requirements
      of Law.
      The
      granting of Options, the issuance of shares upon the exercise of an Option,
      and
      the delivery of shares upon the payment therefor shall be subject to compliance
      with all applicable laws, rules, and regulations. Without limiting the
      generality of the foregoing, the Company shall not be obligated to sell, issue
      or deliver any shares unless all required approvals from governmental
      authorities and stock exchanges shall have been obtained and all applicable
      requirements of governmental authorities and stock exchanges shall have been
      complied with.

    


    
      
        
        

      

      
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    16.
      Tax
      Withholding.
      The
      Company, as and when appropriate, shall have the right to withhold any federal,
      state, or local taxes required by law to be withheld.

    


    17.
      Nonassignability.
      No
      Option shall be assignable or transferable by an Optionee except by will or
      the
      laws of descent and distribution or pursuant to a qualified domestic relations
      order as defined by the Internal Revenue Code of 1986, as amended (the "Code"),
      or Title I of the Employee Retirement Income Security Act ("ERISA") or the
      rules
      thereunder, in which event the terms of this Plan, including all restrictions
      and limitations set forth herein, shall continue to apply to the transferee.
      Except as otherwise provided in the immediately preceding sentence, during
      an
      Optionee's lifetime, no person other than the Optionee may exercise his or
      her
      Options.

    


    18.
      Optionee's
      Rights as Shareholder and Board Member.
      An
      Optionee shall have no rights as a shareholder of the Company with respect
      to
      any shares subject to an Option until the Option has been exercised and the
      certificate with respect to the shares purchased upon exercise of the Option
      has
      been duly issued and registered in the name of the Optionee. Nothing in the
      Plan
      shall be deemed to give an Optionee any right to a continued position on the
      Board nor shall it be deemed to give any person any other right not specifically
      and expressly provided in the Plan.

    


    19.
      Termination
      and Amendment.
      The
      Board may at any time terminate or amend the Plan as it may deem advisable,
      except that (i) the provisions of this Plan relating to the amount of shares
      covered by Options, the exercise price of Options or the timing of Option grants
      or exercises shall not be amended more than once every six months, other than
      to
      comport with changes in the Code, ERISA or the rules thereunder, (ii) no such
      termination or amendment shall adversely affect any Optionee with respect to
      any
      right which has accrued under the Plan in regard to any Option granted prior
      to
      such termination or amendment, and (iii) no such amendment shall be effective
      without approval of the stockholders of the Company if the effect of such
      amendment is to (a) materially increase the number of shares of Common Stock
      authorized for issuance pursuant to the Plan (otherwise than pursuant to Section
      11) or (b) materially increase the number of shares of Common Stock subject
      to
      Options (otherwise than pursuant to Section 11) Any termination of this Plan
      will terminate the obligation of the Company to grant any Option scheduled
      to be
      granted after the date of such termination.

    


    20.
      Shareholder
      Approval.
      Any
      Options granted hereunder shall be subject to the condition that the
      stockholders of the Company approved this Plan at the Company's 2004 Annual
      Meeting of Shareholders. 

    


    21.
      Sunday
      or Holiday.
      In the
      event that the time for the performance of any action or the giving of any
      notice is called for under the Plan within a period of time which ends or falls
      on a Sunday or legal holiday, such period shall be deemed to end or fall on
      the
      next date following such Sunday or legal holiday which is not a Sunday or legal
      holiday.

    


    
      
        
        

      

      
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