ex10-1.htm

Exhibit
10.1


    AMENDED
2001 DIRECTORS STOCK OPTION PLAN

    PENNSYLVANIA
COMMERCE BANCORP, INC.

    


    


    1.     
Purpose of
Plan

    


    The purpose of this Plan is to enable
Pennsylvania Commerce Bancorp, Inc. (hereinafter referred to as the “Company”)
to continue to attract and retain the services of non-employee directors,
directors emeritus, advisory directors, consultants and others with outstanding
abilities by making it possible for them to purchase shares of the Company's
Common Stock on terms which will give them a direct and continuing interest in
the future success of the Company's business.

    


    2.     
Definitions

    


    “Company” means
Pennsylvania Commerce Bancorp, Inc., a Pennsylvania business
corporation.

    


    “Committee of the
Board” means a committee established by the Board consisting of three or
more members of the Board. The Personnel Committee may be this
committee.

    


    “Director” for
purposes of this Plan means a director of the Company who is not regularly
employed on a salary basis by the Company or its subsidiary, Commerce
Bank/Harrisburg, N.A.

    


    “Eligible
Participant”  for purposes of this Plan means a Director,
advisory director, director emeritus, consultant, or other individual the Board
deems beneficial to the Company who is not regularly employed on a salary basis
by the Company or its subsidiary, Commerce Bank/Harrisburg, N.A.

    


    “Shares” means shares
of Common Stock of the Company.

    


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

    


    “Optionee” means a
person to whom an option has been granted under this Plan which has not expired
or been fully exercised or surrendered.

    


    3.      Limits on
Options

    


    The total number of shares for which
options may be granted under this Plan shall not exceed in the aggregate 100,000
shares. This number shall be appropriately adjusted if the number of issued
shares shall be increased or reduced by change in par value, combination, or
split-up, reclassification, distribution of a dividend payable in stock, or the
like.  The number of shares previously optioned and not theretofore
delivered and the option prices therefor shall likewise be appropriately
adjusted whenever the number of issued shares shall be increased or reduced by
any such procedure after the date or dates on which such shares were
optioned.  Shares covered by options which have expired or which have
been surrendered may again be optioned under this Plan.

    


    
      	
               
      

            	
              4.     
      Adjustment of
      Options

            


    

    


    The number of shares optioned from time
to time to individual Optionees under the Plan, and the option prices therefor,
shall be appropriately adjusted to reflect any changes in par value,
combination, split-up, reclassification, distribution of dividend payable in
stock, or the like.

    


    5.      Granting of
Options

    


    The Board, or if the Board so
determines, the Committee of the Board, is authorized to grant options to
Eligible Participants pursuant to this Plan during the calendar year 2001 and in
any calendar year thereafter to December 31, 2010, but not
thereafter.  The number of shares, if any, optioned in each year, the
Optionees to whom options are granted, and the number of shares optioned to each
Optionee selected shall be wholly within the discretion of the Board or the
Committee of the Board.  If 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the Board
acts, however, it shall do so only upon the advice and recommendation of the
Committee of the Board upon all matters relating to the granting of options and
the administration of this Plan, including determination of the rights and
obligations of the Optionees.  Any options granted in a given year
shall be granted in February of that year.

    


    
      	
               
      

            	
              6.     
      Terms of Stock
      Options

            


    

    


    The terms of stock options granted
under this Plan shall be as follows:

    


    (a)  The option price shall be
fixed by the Board or the Committee of the Board but shall in no event be less
than 100% of the fair market value of the shares subject to the option on the
date the option is granted.  The fair market value of the shares shall
be the average of the high and low sale prices of the Common Stock as reported
on the NASDAQ Global Select Market System on the trading day immediately
preceding the date of grant or the closest preceding date if there are no high
and low sale prices available on that date.

    


    
         
(b) 
Options shall not be transferable otherwise than by will or by the laws of
descent and distribution.  No option shall be subject, in whole or in
part, to attachment, execution or levy of any kind.

    

    


    (c)  Each option shall expire and
all rights thereunder shall end ten (10) years after the date on which it was
granted, subject in all cases to earlier expiration as provided in paragraphs
(d), (e) and (f) of this Section 6 in the event an Optionee ceases to serve in
the capacity to which he has been appointed or dies.

    


    (d)  During the lifetime of an
Optionee, his/her option shall be exercisable only by him/her and only while
serving in that capacity to which he has been appointed or within that period of
time after he/she otherwise ceases so to serve as determined by the Board of
Directors (but in any event not later than the end of the period specified in
paragraph (c) of this, Section 6).

    


    (e)  If an Optionee dies within a
period during which his/her option could have been exercised by him, his/her
option may be exercised within three months after his/her death (but not later
than the end of the period specified in paragraph (c) of this Section 6) by
those entitled under his/her will or the laws of descent and distribution, but
only if and to the extent the option was exercisable by him/her immediately
prior to his/her death.

    


    (f)  If Optionee is removed as a
Director for any of the reasons specified in Section 1726(b) of the Pennsylvania
Business Corporation Law of 1988 (“BCL”), or from any other position to which he
has been appointed for reasons similar to the reasons specified in Section
1726(b) of the BCL, all options theretofore granted to the Optionee preceding
such removal shall be forfeited by Optionee and rendered
unexercisable.

    


    (g)  Subject to the foregoing
terms and to such additional or different terms regarding the exercise of the
options as the Board or the Committee of the Board may fix at the time of grant,
options may be exercised in whole or in part from time to time.


    
      
         


      

      
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    7.  Vesting of
Options

         No
Option granted under this Plan after January 1, 2005 may be exercised within one
year from the date of the grant of
the  Option.  Options  held more than one year may
be exercised based upon the Option holding period, pursuant to the following
schedule:

     

    
      	
              Option Holding
      Period

            	 
      	 
      	
              Percent
      Vested

            
	 
      	 
      	 
      	 
      
	
              Less
      than 1 year

            	 
      	 
      	
              0%

            
	
              More
      than 1 year and less than 2 years

            	 
      	 
      	
              25

            
	
              More
      than 2 years and less than 3 years

            	 
      	 
      	
              50

            
	
              More
      than 3 years and less than 4 years

            	 
      	 
      	
              75

            
	
              More
      than 4 years

            	 
      	 
      	
              100

            


    

    


    8. 
Exercise of
Options

    


    No option granted under this Plan may
be exercised before the first to occur of (i) one year from the date of option
grant, or (ii) a Change in Control of the Company.  Thereafter,
options may be exercised in whole, or from time to time in part, for up to the
total number of shares then subject to the option, less the number of shares
previously purchased by exercise of the option.

    


    9.  Change in
Control

    


    For the purposes of this Agreement, a
Change in Control with respect to any Optionee shall be deemed to have occurred
when any of the following events shall have occurred without the prior written
consent of such Optionee:

    


    (a) A change in identity of at least
four (4) members of the Board of Directors or the addition of four (4) or more
new members to the Board of Directors, or any combination of the foregoing,
within any two (2) consecutive calendar year periods.

    


    (b) A person or group acting in concert
as described in Section 13(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) proposes to hold or acquire beneficial ownership
within the meaning of Rule 13(d)(3) promulgated under the Exchange Act of a
number of voting shares of the Company which constitutes either more than 50%,
of the shares which voted in the election of Directors of the Company at the
Shareholder's Meeting immediately preceding such determination, or (ii) more
than 50% of the Company's outstanding voting shares.  The term
“proposes to hold or acquire”shall mean the right of a person or group to
acquire or merge (whether such right is exercisable immediately or only after
the passage of time, or upon the receipt of such regulatory approvals as are
required by applicable law) pursuant to an agreement, arrangement or
understanding (whether or not in writing) or upon the exercise or conversion of
rights, exchange rights, warrants or options, or otherwise.

    


    (c) A person or group acting in concert
as described in Section 13(d)(2) of the Exchange Act has commenced a tender or
exchange offer with respect to the voting shares of the Company or securities
convertible or exchangeable into voting shares of the Company.

    


    (d) A person or group acting in concert
as described in Section 13(d)(2) of the Exchange Act has the right to vote
shares of the Company pursuant to any agreement, arrangement or understanding
(whether or not in writing), either (i) more than 50% of the shares which voted
in the election of Directors of the Company at the Shareholder's Meeting
immediately preceding such determination, or (ii) more than 50% of the Company's
outstanding voting shares; provided, however, that such person or group acting
in concert, shall not be deemed to have acquired such shares if the agreement,
arrangement or understanding to vote such securities rises solely from a
revocable proxy given in response to a Proxy Solicitation by management of the
Company in connection with the Annual Meeting of the Shareholders of the
Company.

     

    
      
        
        

      

      
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    10. 
Reorganization of the
Company

    


    In the event that the Company is
succeeded by another corporation or Company in a reorganization, merger,
consolidation, acquisition of property or stock, separation or liquidation, the
successor corporation or Company shall assume the outstanding options granted
under this Plan or shall substitute new options for them.

    


    


    11. 
Delivery of
Shares

    


    No shares shall be delivered upon the
exercise of an option until the option price has been paid in full in cash or,
at the discretion of the Board or the Committee of the Board, in whole or in
part in the Company's Common Stock owned by the Optionee valued at fair market
value on the date of exercise. If required by the Board, no shares will be
delivered upon the exercise of an option until the Optionee has given the
Company a satisfactory written statement that he/she is purchasing the shares
for investment and not with a view to the sale or distribution of any such
shares.

     

    12. 
Administration

    


    The Board or the Committee of the Board
may make such rules and regulations and establish such procedures, as it deems
appropriate for the administration of this Plan.  In the event of a
disagreement as to the interpretation of this Plan or any amendment thereto or
any rule, regulation or procedure thereunder or as to any right or obligation
arising from or related to this Plan, the decision of the Board or the Committee
of the Board (excluding, however, any Optionee(s) affected by such dispute or
disagreement) shall be final and binding upon all persons in interest, including
the Company and its shareholders.

     

    13. 
Reservation of
Shares

    


    Shares delivered upon the exercise of
an option shall, in the discretion of the Board or the Committee of the Board,
be either shares heretofore or hereafter authorized and then unissued, or
previously issued shares heretofore or hereafter acquired through purchase in
the open market or otherwise, or some of each. The Company shall be under no
obligation to reserve or to retain in its treasury any particular number of
shares at any time, and no particular shares, whether unissued or held as
treasury shares, shall be identified as those optioned under this
Plan.

     

    14. 
Amendment of
Plan

    


    The Board may amend this Plan from time
to time as it deems desirable, however, no amendment shall (i) reduce the option
price below 100% of the fair market value of the shares subject to the option on
the date the option is granted or (ii) extend the option exercise period beyond
the period set forth in paragraph (c) of Section 6.

     

    15. 
Termination of the
Plan

    


    The Board may, in its discretion,
terminate this Plan at any time prior to December 31, 2010, but no such
termination shall deprive Optionees of their rights under their
options.

     

    16. 
Effective
Date

    


    This Plan shall become effective on
January 1, 2001, and options hereunder may be granted at any time on or after
that date.

     

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