Exhibit
10.x


 


HUDSON UNITED BANCORP

RESTRICTED STOCK PLAN


(As Amended Through March 17, 2004)


 


SECTION
1 - Purpose


 


The Hudson United Bancorp Restricted Stock Plan (the
“Plan”) is designed to attract and retain the services of selected key
employees of Hudson United Bancorp (the “Corporation”) and its Subsidiaries who
are in a position to make a material contribution to the achievement of the
goals of the Corporation or one or more of its Subsidiaries.  It is also intended to enhance management’s
identification with the shareholders of the Corporation and to encourage the
continued employment of certain key employees with the Corporation and its
Subsidiaries.  Under the Plan, Awards
shall be made to Eligible Employees in the form of Restricted Stock.  The Plan, having been approved by the Board
of Directors, shall become effective on February 7, 1989 subject to approval by
the shareholders of the Corporation.


 


SECTION
2 - Definitions


 


Capitalized terms not specifically defined elsewhere
shall have the following meanings:


 


“Award” means an award of Restricted Stock
to a Participant pursuant to the Plan.


 


“Affiliate” means the Corporation, a
Subsidiary, or any employee benefit plan established or maintained by the
Corporation or a Subsidiary.


 


“Agreement” means a Restricted Stock Award
Agreement which is entered into by the corporation and a Participant pursuant
hereto.


 


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


 


“Change in Capitalization” means any change
in the outstanding Shares of Common Stock by reason of any stock dividend or
split, recapitalization, merger, consolidation, combination or exchange of
shares or other similar corporate change.


 


“Change in Control” means the occurrence of
one or more of the following events: (a) the Corporation acquires actual
knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2)
of the Exchange Act) other than an Affiliate is or becomes the beneficial owner
(as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of
securities of the Corporation representing 10% or more of the combined voting
power of the Corporation’s then outstanding securities, (b) the first purchase
of Common Stock pursuant to a tender or exchange offer (other than a tender or
exchange offer made by an Affiliate), (c) the approval by the Corporation’s
stockholders of (i) a merger or consolidation of the Corporation with or into
another corporation (other than a merger or consolidation in which the
Corporation is the surviving corporation and which does not result in any
reclassification or reorganization of the Corporation’s then outstanding shares
of Common Stock or a change in the Corporation’s directors), (ii) a sale or
disposition of all or substantially all of the Corporation’s assets or (iii) a
plan of liquidation or dissolution of the Corporation, (d) during any period of
two consecutive calendar years (which years may include 1988 or any subsequent
year), individuals who at the beginning of such period constitute the Board of
Directors of the Corporation cease for any reason to constitute at least
two-thirds thereof, unless the election or nomination for the election by the
Corporation’s stockholders of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at
the beginning of the period, or (e) a sale of (i) common stock of the Bank if
after such sale any person (as defined above) other than an Affiliate owns a
majority of the Bank’s common stock or (ii) all or substantially all of the
Bank’s assets (other than in the ordinary course of business).  Notwithstanding the


 

















 


foregoing, no Change in Control shall be deemed to have occurred for
purposes of clause (a) above if a person is or becomes the beneficial owner,
directly or indirectly, or more than 10% but less than 25% of the combined
voting power of the Corporation’s then outstanding securities if the
acquisition of all voting securities in excess of 10% was approved in advance
by two-thirds of the directors then in office.


 


“Committee” means a committee consisting of
at least three (3) Disinterested Persons appointed by the Board of Directors to
administer the Plan and to perform the functions set forth herein.


 


“Common Stock” means the common stock of
the Corporation.


 


“Disability” means the condition which
results when an individual has become permanently and totally disabled within
the meaning of Section 105(d)(4) of the Internal Revenue Code of 1986, as
amended.


 


“Disinterested Person” means a person
(within the meaning of Rule 16b-3 under the Exchange Act) who at the time he
exercises discretion as a member of the Committee is not and at any time within
one (1) year prior thereto has not been eligible for selection (within the
meaning of Rule 16b-3 of the Exchange Act) as a person to whom Shares may be
allocated pursuant to this Plan or any other plan of the Corporation or any
Subsidiary entitling participants therein to acquire stock of the Corporation
or any Subsidiary.


 


“Eligible Employee” means any officer or
other key employee of the Corporation or a Subsidiary designated by the
Committee as eligible to receive Awards subject to the conditions set forth
herein.


 


“Escrow Agent” means the escrow agent under
the Escrow Agreement, designated by the Committee.


 


“Escrow Agreement” means an agreement
between the Corporation, the Escrow Agent and a Participant, in the form
specified by the Committee, under which Shares awarded pursuant hereto shall be
held by the Escrow Agent until either (a) the restrictions relating to such
Shares expire and the Shares are delivered to the Participant or (b) the
Corporation reacquires the Shares pursuant hereto and the Shares are delivered
to the Corporation.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Participant” means an Eligible Employee
who has been selected by the Committee to receive an Award under the Plan.


 


“Plan year” means the fiscal year of the
Corporation commencing on January 1 and ending on December 31.


 


“Restricted Period” means Common Stock which
has been awarded to a Participant subject to the restrictions referred to in
the Plan and the restrictions set forth in the Agreement.


 


“Retirement” means any normal or early
retirement by a Participant pursuant to the terms of any pension plan or policy
of the Corporation or any Subsidiary which is applicable to such Participant at
the time of his or her retirement.


 


“Shares” means shares of Common Stock,
whether or not Restricted Stock.


 


“Subsidiary(ies)” means any corporation or
other legal entity, domestic or foreign, more than 50% of the voting power of
which is owned or controlled, directly or indirectly by the Corporation.


 

















 


SECTION
3 - Administration


 


3.1  Generally.  The Plan shall be administered by the Committee which shall hold
meetings at such times as may be necessary for the proper administration of the
Plan.  The Committee shall keep minutes
of its meetings.  A majority of the
Committee shall constitute a quorum and a majority of the quorum may authorize
any action.  Each member of the Committee
shall not be an employee of the Corporation or any Subsidiary and shall be a
Disinterested Person.  No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Awards, and
all members of the Committee shall be fully indemnified by the Corporation with
respect to any such Action, determination or interpretation.


 


3.2  Powers of the Committee.  Subject to the express terms and conditions
set forth herein, the Committee shall have the power from time to time:


 


(a)  to select
those Eligible Employees to whom Awards shall be granted under the Plan and to
determine the number of Shares of Restricted Stock to be granted pursuant to
each Award, the terms and conditions of each Award, including the restrictions
relating to such Shares and the purchase price per Share, if any;


 


(b)  to
construe and interpret the Plan and the Awards granted thereunder and to
establish, amend and revoke rules and regulations for the administration of the
Plan, including, but not limited to, correcting any defect or supplying any
omission, or reconciling any inconsistency in the Plan or in any Agreement, in
the manner and to the extent it shall deem necessary or advisable to make the
Plan fully effective, and all decisions and determinations by the Committee in
the exercise of this power shall be final and binding upon the Corporation, its
Subsidiaries and the Participants;


 


(c)  to
determine the duration and purposes for leaves of absence which may be granted
to a Participant without constituting a termination of employment or service
for purposes of the Plan;


 


(d)   to
determine, in the event of an employee’s termination of employment, whether the
Restricted Period or any other restrictions upon some or all of the Restricted
Shares will lapse at such time of termination of employment; and


 


(e)  generally,
to exercise such powers and to perform such acts as are deemed necessary or
advisable to promote the best interests of the Corporation with respect to the
Plan.


 


3.3  No Duty to Make Awards.  The Committee may in any Plan Year refrain
from designating any Participants or may refrain from making any Awards, but
such action shall not be deemed a termination of the Plan.  No Participant or employee shall have any
claim or right to be granted Awards under the Plan.


 


SECTION
4 - Stock Subject to Plan


 


4.1  Maximum Number of Shares.  The maximum number of Shares that may be
issued or transferred pursuant to Awards under the Plan granted after [May 25,
1997] April
21, 2004 is [250,000] 1,000,000 shares (or the number and
kind of shares of stock or other securities which are substituted for those
Shares or to which those Shares are adjusted pursuant to the Plan upon a Change
in Capitalization after [March 21, 1998] April 21, 2004) and the Corporation
shall reserve for the purposes of the Plan, out of its authorized but unissued
Shares or out of Shares held in the Corporation’s treasury, or partly out of
each, such number of Shares as shall be determined by the Board. The maximum
number of Shares that may be issued or transferred pursuant to Awards made
under the Plan prior to May 25, 1997 was 300,000 shares, as adjusted for
Changes in Capitalization occurring after February 7, 1989. 
The maximum number of shares that may be issued or transferred pursuant
to Awards made under the Plan prior to April 21, 2004, and after May 25, 1997,
was 250,000 shares, as adjusted for changes in capitalization occurring after
March 31, 1998.


 

















 


4.2  Return of Shares.  Whenever any Shares subject to an Award are
resold or returned to the Corporation, or are forfeited for any reason pursuant
to the terms of the Plan, such Shares may again be the subject of Awards
hereunder.


 


4.3  Change in Capitalization.  In the event of a Change in Capitalization,
the Committee shall conclusively determine the appropriate adjustments, if any,
and shall make such appropriate adjustments, to the maximum number and class of
shares of stock with respect to which Awards may be granted under the
Plan.  If, by reason of a Change in
Capitalization, a Participant shall be entitled to new, additional or different
shares of stock or securities, such new, additional or different shares shall
thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Award prior to such Change in
Capitalization.


 


SECTION
5 - Restricted Stock


 


5.1  The Committee may grant Awards of
Restricted Stock which shall be evidenced by an Agreement between the
Corporation and the Participant.  Each
Agreement shall contain such restrictions, terms and conditions as the
Committee may require and (without limiting the generality of the foregoing)
such Agreements shall require that an appropriate legend be placed on Share
certificates.  Such Agreements shall set
forth a Restricted Period of from two (2) to ten (10) years, as selected by the
Committee, for each Share of Restricted Stock granted pursuant thereto.  Any Share granted to a Participant may have
a different Restricted Period from any other Share.  Awards of Restricted Stock shall also be subject to the terms and
provisions set forth elsewhere in this Section 5.


 


5.2  Rights of Participant


 


(a)  Shares of
Restricted Stock granted pursuant to an Award hereunder shall be issued in the
name of the Participant as soon as reasonably practicable after the Award is
granted and the purchase price, if any, is paid by the Participant provided
that the Participant has executed an Agreement evidencing the Award, and Escrow
Agreement, appropriate blank stock powers and any other documents which the
Committee, in its absolute discretion, may require as a condition to the
issuance of such Shares.  If a
Participant shall fail to execute the Agreement evidencing an Award, an Escrow
Agreement or appropriate blank stock powers or shall fail to pay the purchase
price, if any, for the Restricted Stock, the Award shall be null and void.  Shares issued in connection with an Award
shall be deposited together with the stock powers with the Escrow Agent
designated by the Committee.  Except as
restricted by the terms of the Agreement, upon delivery of the Shares to the
escrow Agent, the Participant shall have all of the rights of a stockholder
with respect to such Shares, including the right to vote the shares and to
receive all dividends or other distributions paid or made with respect to the
shares.


 


(b)  If a
Participant receives rights or warrants with respect to any Shares which were
awarded to him as Restricted Stock, such rights or warrants or any Shares or
other securities he acquires by the exercise of such rights or warrants may be
held, exercised, sold or otherwise disposed of by the Participant free and
clear of the restrictions and obligations provided by this Plan.


 


5.3  Non-transferability.  Until the Restricted Period and any other
restrictions upon the Shares of Restricted Stock awarded to a Participant shall
have lapsed in the manner set forth in Section 5.4, such Shares shall not be
sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated, nor shall they be delivered to the Participant.  The Committee may also impose such other
restrictions and conditions on the Shares as it deems appropriate.  Notwithstanding anything to the contrary in
this Plan, the Committee may, in its discretion, authorize all or a portion of
any Restricted Stock Awards heretofore granted but not vested or hereafter to
be granted to permit a transfer, with or without value (i.e., a sale) by such
Participant to Family Members, provided that (i) the Agreement pursuant to
which such Awards are granted or an amendment permitting transferability of the
Award is approved by the


 

















 


Committee, and expressly provides for transferability in a manner
consistent with this Section, and (ii) subsequent transfers of Restricted Stock
Awards are prohibited except by will or the laws of descent and
distribution.  As used herein, the term
“Family Member” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the Participant’s
household (other than a tenant or employee), a trust in which these persons
have more than fifty percent of the beneficial interest, a foundation in which
these persons (or the Participant) control the management of assets, and any
other entity, including a family limited partnership or limited liability
company in which these persons (or the Participant) own more than fifty percent
of the voting interests.


 


Following transfer, any such Awards shall continue to
be subject to the same terms and conditions as were applicable immediately
prior to transfer.  Provisions in the Plan
and the Agreement applicable to an Award held by a Participant including upon
termination of such Participant’s employment for any reason (including death or
disability) shall be equally applicable to such Awards when held by a
transferee.  In any permitted transfer
for value, the transferee shall acknowledge in writing to the Company that the
shares to be received upon exercise of the Award will not be registered under
the federal securities laws and may not be resold except pursuant to an
applicable exemption.  The following
transactions shall not be considered transfers for value: (i) a transfer under
a domestic relations order in settlement of marital property rights; and (ii) a
transfer to an entity in which more than fifty percent of the voting interests
are owned by Family Members (or the Participant) in exchange for an interest in
that entity.


 


5.4  Lapse of Restrictions.


 


(a)  Restrictions
upon Shares of Restricted Stock awarded hereunder shall lapse at such time or
times and criteria as the Committee may determine; provided, however, that,
subject to Section 5.4(d), the restrictions upon such Shares shall lapse only
if the Participant on the date of such lapse is then and has continuously been
an employee of the Corporation or a Subsidiary from the date the Award was
granted.


 


(b)  The
Restricted Period applicable to any Shares awarded to a Participant shall
expire in accordance with its terms. 
Notwithstanding the foregoing, upon the occurrence of any Change in
Control, every Restricted Period which at that time is five years or less in
duration shall automatically expire.


 


(c)  In the
event of termination of Participant’s employment as a result of his or her
death, Retirement or Disability, the Committee, in its absolute discretion, may
determine that the Restricted Period and any other restrictions upon some or
all Shares of Restricted Stock awarded to the Participant shall thereupon
immediately lapse.


 


(d)  The Committee may also decide at any time
(whether before or up to sixty (60) days after the date of the death,
Retirement, Disability or termination of employment of a Participant) in its
absolute discretion and on such terms and conditions as it deems appropriate,
to remove or modify the restrictions upon Shares of Restricted Stock awarded hereunder.


 


5.5  Forfeit of Shares to Corporation.  Subject to Section 5.4(c) and (d), upon the
termination of employment of the Participant, all of such Shares with respect
to which restrictions have not lapsed shall be resold by the Participant to the
Corporation at the same price paid by the Participant for such Shares or shall
be forfeited and automatically transferred to and reacquired by the Corporation
at no cost to the Corporation if no purchase price had been paid for such
Shares.


 


5.6  Treatment of Dividends.  At the time of an Award of Shares of
Restricted Stock, the Committee may, in its discretion, determine that the
payment to the Participant of dividends, or a specified portion thereof,
declared or paid on such Shares by the Corporation shall be deferred until the
earlier to occur of (i) the lapsing of the restrictions imposed upon such
Shares, in which case such dividends shall be


 

















 


paid over to the Participant, or (ii) the forfeiture of such shares
under Section 5.5 hereof, in which case such dividends shall be forfeited to
the Corporation.  In the event of any
deferral of dividends, such dividends shall be held by the Corporation for the
account of the Participant until the lapsing of restrictions upon the
shares.  In the event of such deferral,
interest shall be credited on the amount of the account from time to time, at a
rate per annum as the Committee, in its discretion, shall determine.  Payment of deferred dividends, together with
interest accrued thereon as aforesaid, shall be made upon the earlier to occur
of the events specified in (i) and (ii) of the immediately preceding sentence,
in the manner specified therein.


 


SECTION
6 - Exchange of Restricted Stock for Common Stock


 


When the restrictions imposed by Section 5 expire or
have been canceled with respect to one or more shares of Restricted Stock, the
Corporation shall notify the Participant and the Escrow Agent of same.  The Escrow Agent shall then return the
certificate covering the Restricted Shares to the Corporation and upon receipt
of such certificate the Corporation shall deliver to the Participant (or such
Participant’s legal representative, beneficiary or heir) a certificate for a
number of shares of Common Stock, without any legend or restrictions (except
those required by any federal or state securities laws), equivalent to the
number of shares of Restricted Stock for which restrictions have been cancelled
or have expired.  A new certificate
covering Restricted Shares previously awarded to the Participant which remain
restricted shall be issued to the Participant and held by the Escrow Agent and
the Agreement, as it relates to such shares, shall remain in effect.


 


SECTION
7 - Termination and Amendment of the Plan


 


7.1  The Plan shall terminate on December
12, [2005] 2010, and no Award may be granted thereafter.  The Board may sooner terminate or amend the
Plan at any time, and from time to time; provided, however, that, except as
otherwise provided herein, no amendment shall be effective unless approved by
the shareholders of the Corporation in accordance with applicable law and
regulations at an annual or special meeting held within twelve months before or
after the date of adoption of such amendment, if such amendment will:


 


(a)  increase
the number of Shares as to which Awards may be granted under the Plan;


 


(b)  change the
class of persons eligible to participate in the Plan;


 


(c)  extend the
maximum period for granting or exercising Restricted Stock provided herein; or


 


(c)  otherwise
materially increase the benefits accruing to employees under the Plan


 


Except as otherwise provided herein, rights and
obligations under any Award granted before any amendment of the Plan shall not
be altered or impaired by such amendment, except with the consent of the
Participant.


 


SECTION
8 - Regulations and Other Approvals; Governing Law


 


8.1  Governing Law.  This Plan and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the State of New
Jersey without giving effect to the choice of law principles thereof, except to
the extent that such law is preempted by federal law.


 


8.2  Other Applicable Laws.  The obligation of the Corporation to sell or
deliver Shares with respect to Awards granted under the Plan shall be subject
to all applicable laws, rules and regulations, including all applicable federal
and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the
Committee.


 

















 


8.3  Rule 16b-3.  The Plan is intended to comply with Rule 16b-3 promulgated under
the Exchange Act and the Committee shall interpret and administer the
provisions of the Plan or any Agreement in a manner consistent therewith.  Any provisions inconsistent with such Rule
shall be inoperative and shall not affect the validity of the Plan.


 


8.4  Registration of Shares, Etc.  Each Award is subject to the requirement
that, if at any time the Committee determines, in its absolute discretion, that
the listing, registration or qualification of shares issuable pursuant to the
Plan is required by any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance of Shares, no
Shares shall be issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions as acceptable to the Committee.


 


8.5  Restrictions on Disposition.  In the event that the disposition of Shares
acquired by a Participant pursuant to the Plan is not covered by a then current
registration statement under the Securities Act of 1933, as amended, and is not
otherwise exempt from such registration, such Shares shall be restricted
against transfer to the extent required by the Securities Act of 1933, as
amended, or regulation thereunder, and the Committee may require any individual
receiving Shares pursuant to the Plan, as a condition precedent to receipt of
such Shares, to represent to the Corporation in writing that the Shares
acquired by such individual are acquired for investment only and not with a
view to distribution.


 


SECTION
9 - Miscellaneous


 


9.1  Expenses. 
All expenses and costs incurred in connection with the operation of the
Plan shall be borne by the Corporation.


 


9.2  Non-Exclusivity of the Plan.  The adoption of the Plan by the Board shall
not be construed as amending, modifying or rescinding any previously approved
incentive arrangement or as creating any limitations on the power of the Board
to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of Shares otherwise than under the Plan.


 


9.3  Withholding of Taxes.  The Corporation shall have the right to
deduct from any distribution of cash to any Participant an amount equal to the
federal, state and local income taxes and other amounts required by law to be
withheld with respect to any Award. 
Notwithstanding anything to the contrary contained herein, if a
Participant is entitled to receive Shares pursuant to an Award, the Corporation
shall have the right to require such Participant, prior to the delivery of such
Shares, to pay to the Corporation the amount of any federal, state or local
income taxes and other amounts which the Corporation is required by law to
withhold.