ex10-1.htm


    
 

    EXHIBIT
10.1

     

    STEWARDSHIP
FINANCIAL CORPORATION

    2010
STOCK INCENTIVE PLAN

    


    


    1.           Establishment,
Purpose and Types of Awards

    


    Stewardship Financial Corporation, a
New Jersey corporation (the “Company”), hereby establishes the Stewardship
Financial Corporation 2010 STOCK INCENTIVE PLAN (the “Plan”).  The
purpose of the Plan is to promote the long-term growth and profitability of the
Company by (i) providing key people with incentives to improve stockholder
value and to contribute to the growth and financial success of the Company, and
(ii) enabling the Company to attract, retain and reward the best-available
persons.

    


    The Plan permits the granting of stock
options (including incentive stock options qualifying under Internal Revenue
Code section 422 and nonqualified stock options), stock appreciation rights,
restricted or unrestricted stock awards, phantom stock, performance awards,
other stock-based awards, or any combination of the foregoing.

    


    2.           Definitions

    


    Under this Plan, except where the
context otherwise indicates, the following definitions apply:

    


    (a)           “Affiliate” shall mean any
entity, whether now or hereafter existing, which controls, is controlled by, or
is under common control with, the Company (including, but not limited to, joint
ventures, limited liability companies, and partnerships).  For this
purpose, “control” shall mean ownership of 50% or more of the total combined
voting power or value of all classes of stock or interests of the
entity.

    


    (b)           “Award” shall mean any stock
option, stock appreciation right, stock award, phantom stock award, performance
award, or other stock-based award.

    


    (c)           “Board” shall mean the Board
of Directors of the Company.

    


    (d)           “Change in Control”
means:  (i) the acquisition (other than from the Company)
by any Person, as defined in this Section 2(d), of the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended) of 50% or more of (A) the then outstanding shares of
the securities of the Company, or (B) the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the election
of directors (the “Company
Voting Stock”); (ii) the closing of a sale or other conveyance of
all or substantially all of the assets of the Company; or (iii) the
effective time of any merger, share exchange, consolidation, or other business
combination of the Company if immediately after such transaction persons who
hold a majority of the outstanding voting securities entitled to vote generally
in the election of directors of the surviving entity (or the entity owning 100%
of such surviving entity) are not persons who, immediately prior to such
transaction, held the Company Voting Stock; provided, however, that a Change in
Control shall not include a public offering of capital stock of the
Company.  For purposes of this Section 2(d), a “Person” means any individual,
entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended, other than: employee benefit plans
sponsored or maintained by the Company and corporations controlled by the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (e)           “Code” shall mean the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder.

    


    (f)           “Common Stock” shall mean shares of common
stock of the Company, no par value per share.

    


    (g)           “Fair Market Value” shall
mean, with respect to a share of the Company’s Common Stock for any purpose on a
particular date, the value determined by the Administrator in good
faith.  However, if the Common Stock is registered under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended,
and listed for trading on a national exchange or market, “Fair Market Value” shall
mean, as applicable, (i) either the closing price or the average of the
high and low sale price on the relevant date, as determined in the
Administrator’s discretion, quoted on the New York Stock Exchange, the American
Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on
the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average
of the high bid and low asked prices on the relevant date quoted on the Nasdaq
OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a
comparable service as determined in the Administrator’s discretion; or
(iv) if the Common Stock is not quoted by any of the above, the average of
the closing bid and asked prices on the relevant date furnished by a
professional market maker for the Common Stock, or by such other source,
selected by the Administrator.  If no public trading of the Common
Stock occurs on the relevant date, then Fair Market Value shall be determined as
of the next preceding date on which trading of the Common Stock does
occur.  For all purposes under this Plan, the term “relevant date” as
used in this Section 2(g) shall mean either the date as of which Fair Market
Value is to be determined or the next preceding date on which public trading of
the Common Stock occurs, as determined in the Administrator’s
discretion.

    


    (h)           “Grant Agreement” shall mean
a written document memorializing the terms and conditions of an Award granted
pursuant to the Plan and shall incorporate the terms of the Plan.

    


    3.           Administration

    


    (a)           Administration of the
Plan.  The Plan shall be administered by the Board, subject to
the recommendations of the Compensation Committee of the Board or such committee
or committees as may be appointed by the Board from time to time (the
“Committee”) (the Board hereinafter referred to as the
“Administrator”).  The Committee shall make recommendations to the
Administrator with respect to the matters assigned to the Administrator under
the Plan, including specifically Sections 5 through 7 of the Plan.

    


    (b)           Powers of the
Administrator.  The Administrator shall have all the powers
vested in it by the terms of the Plan, such powers to include authority, in its
sole and absolute discretion, to grant Awards under the Plan, prescribe Grant
Agreements evidencing such Awards and establish programs for granting
Awards.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    The Administrator shall have full power
and authority to take all other actions necessary to carry out the purpose and
intent of the Plan, including, but not limited to, the authority
to:  (i) determine the eligible persons to whom, and the time or
times at which Awards shall be granted; (ii) determine the types of Awards
to be granted; (iii) determine the number of shares to be covered by or
used for reference purposes for each Award; (iv) impose such terms,
limitations, restrictions and conditions upon any such Award as the
Administrator shall deem appropriate; (v) modify, amend, extend or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute
new Awards (provided however, that, except as provided in Section 7(d) of the
Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (vi) accelerate
or otherwise change the time in which an Award may be exercised or becomes
payable and to waive or accelerate the lapse, in whole or in part, of any
restriction or condition with respect to such Award, including, but not limited
to, any restriction or condition with respect to the vesting or exercisability
of an Award following termination of any grantee’s employment or other
relationship with the Company; and (vii) establish objectives and
conditions, if any, for earning Awards and determining whether Awards will be
paid after the end of a performance period.

    


    The Administrator shall have full power
and authority, in its sole and absolute discretion, to administer and interpret
the Plan and to adopt and interpret such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the
conduct of its business as the Administrator deems necessary or
advisable.

    


    (c)           Non-Uniform
Determinations.  The Administrator’s determinations under the
Plan (including without limitation, determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of
such Awards and the Grant Agreements evidencing such Awards) need not be uniform
and may be made by the Administrator selectively among persons who receive, or
are eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.

    


    (d)           Limited
Liability.  To the maximum extent permitted by law, no member
of the Administrator shall be liable for any action taken or decision made in
good faith relating to the Plan or any Award thereunder.

    


    (e)           Indemnification.  To
the maximum extent permitted by law and by the Company's charter and by-laws,
the members of the Administrator shall be indemnified by the Company in respect
of all their activities under the Plan.

    


    (f)           Effect of Administrator’s
Decision.  All actions taken and decisions and determinations
made by the Administrator on all matters relating to the Plan pursuant to the
powers vested in it hereunder shall be in the Administrator’s sole and absolute
discretion and shall be conclusive and binding on all parties concerned,
including the Company, its stockholders, any participants in the Plan and any
other employee, consultant, or director of the Company, and their respective
successors in interest.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    4.           Shares
Available for the Plan

    


    Subject to adjustments as provided
in Section 7(d) of
the Plan, the shares of Common Stock that may be issued with respect to Awards
granted under the Plan shall not exceed an aggregate of 200,000 shares of
Common Stock.  The Company shall reserve such number of shares for
Awards under the Plan, subject to adjustments as provided in Section 7(d) of the
Plan.  If any Award, or portion of an Award, under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited or otherwise
terminated, surrendered or canceled as to any shares, or if any shares of Common
Stock are surrendered to the Company in connection with any Award (whether or
not such surrendered shares were acquired pursuant to any Award), or if any
shares are withheld by the Company, the shares subject to such Award and
the surrendered and withheld shares shall thereafter be available for
further Awards under the Plan; provided, however, that any such shares that are
surrendered to or withheld by the Company in connection with any Award or that
are otherwise forfeited after issuance shall not be available for purchase
pursuant to incentive stock options intended to qualify under Code section
422.

    


    5.           Participation

    


    Participation in the Plan shall be open
to all employees, officers, and directors of, and other individuals providing
bona fide services to or for, the Company, or of any Affiliate of the Company,
as may be selected by the Administrator from time to time. The Administrator may
also grant Awards to individuals in connection with hiring, retention or
otherwise, prior to the date the individual first performs services for the
Company or an Affiliate.

    


    6.           Awards

    


    The Administrator, in its sole
discretion, establishes the terms of all Awards granted under the
Plan.  Awards may be granted individually or in tandem with other
types of Awards.  All Awards are subject to the terms and conditions
provided in the Grant Agreement.  The Administrator may permit or
require a recipient of an Award to defer such individual’s receipt of the
payment of cash or the delivery of Common Stock that would otherwise be due to
such individual by virtue of the exercise of, payment of, or lapse or waiver of
restrictions respecting, any Award.  If any such payment deferral is
required or permitted, the Administrator shall, in its sole discretion,
establish rules and procedures for such payment deferrals.

    


    (a)           Stock Options.  The
Administrator may from time to time grant to eligible participants Awards of
incentive stock options as that term is defined in Code section 422 or
nonqualified stock options; provided, however, that Awards of incentive stock
options shall be limited to employees of the Company or of any current or
hereafter existing “parent corporation” or “subsidiary corporation,” as defined
in Code sections 424(e) and (f), respectively, of the
Company.  Options intended to qualify as incentive stock options under
Code section 422 must have an exercise price at least equal to Fair Market Value
on the date of grant and may not be exercisable by their terms more than ten
years after the date such option is granted; provided, however, that the
exercise price per share of any option granted to a person who owns or is deemed
to own more than 10% of the total combined voting power of all classes of stock
of the Company or any subsidiary or parent corporation shall not be less than
110% of Fair Market Value on the date of grant and such option may not be
exercisable after five years from the date of grant.  Nonqualified
stock options may be granted only with an exercise price at least equal
to  Fair Market Value except to the extent that the Administrator
determines that  Section 409A of the Code permits an exercise price
below Fair Market Value without adverse tax consequences to the recipient of
such option.  The Grant Agreement for any option shall state whether
an option is intended to be an incentive stock option or a nonqualified
option.  In the absence of  such a statement, the option
shall be a nonqualified option.  The Administrator shall determine
whether options are to be settled in whole or part in cash, shares of Common
Stock, or other property, and may in its discretion permit “cashless exercises”
and “net exercises” pursuant to such procedures as may be established by the
Administrator.  The Administrator may permit the exercise of options
with respect to shares of Common Stock that have not yet vested.  To
the extent that an option is exercised for unvested option shares, such shares
shall be subject to repurchase by the Company, on terms to be determined by the
Administrator, if the participant’s employment by the Company terminates before
the option shares are fully vested.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)           Stock Appreciation
Rights.  The Administrator may from time to time grant to
eligible participants Awards of Stock Appreciation Rights (“SAR”).  An
SAR entitles the grantee to receive, subject to the provisions of the Plan and
the Grant Agreement, a payment having an aggregate value equal to the product of
(i) the excess of (A) the Fair Market Value on the exercise date of
one share of Common Stock over (B) the base price per share specified in
the Grant Agreement (which shall be at least equal to the Fair Market Value of
the share on the date of grant, except to the extent that the Administrator
determines that  Section 409A of the Code permits a base price below
Fair Market Value without adverse tax consequences to the recipient of such
award.), times (ii) the number of shares specified by the SAR, or portion
thereof, which is exercised.  Payment by the Company of the amount
receivable upon any exercise of an SAR may be made by the delivery of Common
Stock or cash, or any combination of Common Stock and cash, as determined in the
sole discretion of the Administrator.  If upon settlement of the
exercise of an SAR a grantee is to receive a portion of such payment in shares
of Common Stock, the number of shares shall be determined by dividing such
portion by the Fair Market Value of a share of Common Stock on the exercise
date.  No fractional shares shall be used for such payment and the
Administrator shall determine whether cash shall be given in lieu of such
fractional shares or whether such fractional shares shall be
eliminated.

    


    (c)           Stock Awards.  The
Administrator may from time to time grant restricted or unrestricted stock
Awards to eligible participants in such amounts, on such terms and conditions,
and for such consideration, including no consideration or such minimum
consideration as may be required by law, as it shall determine.  A
stock Award may be paid in Common Stock, in cash, or in a combination of Common
Stock and cash, as determined in the sole discretion of the
Administrator.

    


    (d)           Phantom Stock.  The
Administrator may from time to time grant Awards to eligible participants
denominated in stock-equivalent units (“phantom stock”) in such amounts and on
such terms and conditions as it shall determine.  Phantom stock units
granted to a participant shall be credited to a bookkeeping reserve account
solely for accounting purposes and shall not require a segregation of any of the
Company’s assets.  An Award of phantom stock may be settled in Common
Stock, in cash, or in a combination of Common Stock and cash, as determined in
the sole discretion of the Administrator.  Except as otherwise
provided in the applicable Grant Agreement, the grantee shall not have the
rights of a stockholder with respect to any shares of Common Stock represented
by a phantom stock unit solely as a result of the grant of a phantom stock unit
to the grantee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (e)           Performance
Awards.  The Administrator may, in its discretion, grant
performance awards which become payable on account of attainment of one or more
performance goals established by the Administrator.  Performance
awards may be paid by the delivery of Common Stock or cash, or any combination
of Common Stock and cash, as determined in the sole discretion of the
Administrator.  Performance goals established by the Administrator may
be based on the Company’s or an Affiliate's operating income or one or more
other business criteria selected by the Administrator that apply to an
individual or group of individuals, a business unit, or the Company or an
Affiliate as a whole, over such performance period as the Administrator may
designate.

    


    (f)           Other Stock-Based
Awards.  The Administrator may from time to time grant other
stock-based awards to eligible participants in such amounts, on such terms and
conditions, and for such consideration, including no consideration or such
minimum consideration as may be required by law, as it shall
determine.  Other stock-based awards may be denominated in cash, in
Common Stock or other securities, in stock-equivalent units, in stock
appreciation units, in securities or debentures convertible into Common Stock,
or in any combination of the foregoing and may be paid in Common Stock or other
securities, in cash, or in a combination of Common Stock or other securities and
cash, all as determined in the sole discretion of the
Administrator.

    


    7.           Miscellaneous

    


    (a)           Withholding of
Taxes.  Grantees and holders of Awards shall pay to the Company
or its Affiliate, or make provision satisfactory to the Administrator for
payment of, any taxes required to be withheld in respect of Awards under the
Plan no later than the date of the event creating the tax
liability.  The Company or its Affiliate may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise
due to the grantee or holder of an Award.  In the event that payment
to the Company or its Affiliate of such tax obligations is made in shares of
Common Stock, such shares shall be valued at Fair Market Value on the applicable
date for such purposes.

    


    (b)           Loans.  At the
discretion of the Administrator, the Company or its Affiliate may make or
guarantee loans to grantees to assist grantees in exercising Awards and
satisfying any withholding tax obligations.

    


    (c)           Transferability.  Except
as otherwise determined by the Administrator, and in any event in the case of an
incentive stock option or a stock appreciation right granted with respect to an
incentive stock option, no Award granted under the Plan shall be transferable by
a grantee otherwise than by will or the laws of descent and
distribution.  Unless otherwise determined by the Administrator in
accord with the provisions of the immediately preceding sentence, an Award may
be exercised during the lifetime of the grantee, only by the grantee or, during
the period the grantee is under a legal disability, by the grantee’s guardian or
legal representative.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (d)           Adjustments for Corporate
Transactions and Other Events.

     

    (i)           Stock Dividend, Stock Split and
Reverse Stock Split.  In the event of a stock dividend of, or
stock split or reverse stock split affecting, the Common Stock, (A) the maximum
number of shares of such Common Stock as to which Awards may be granted under
this Plan, as provided in Section 4 of the Plan, and (B) the number of
shares covered by and the exercise price and other terms of outstanding Awards,
shall, without further action of the Board, be adjusted to reflect such event
unless the Board determines, at the time it approves such stock dividend, stock
split or reverse stock split, that no such adjustment shall be
made.  The Administrator may make adjustments, in its discretion, to
address the treatment of fractional shares and fractional cents that arise with
respect to outstanding Awards as a result of the stock dividend, stock split or
reverse stock split.

     

    (ii)           Non-Change in Control Transactions.  Except
with respect to the transactions set forth in Section 7(d)(i), in the event of
any change affecting the Common Stock, the Company or its capitalization, by
reason of a spin-off, split-up, dividend, recapitalization, merger,
consolidation or share exchange, other than any such change that is part of a
transaction resulting in a Change in Control of the Company, the Administrator,
in its discretion and without the consent of the holders of the Awards, shall
make (A) appropriate adjustments to the maximum number and kind of shares
reserved for issuance or with respect to which Awards may be granted under the
Plan, as provided in Section 4 of the Plan; and (B) any adjustments in
outstanding Awards, including but not limited to modifying the number, kind and
price of securities subject to Awards.

     

    (iii)           Change in Control
Transactions.  In the event of any transaction resulting in a
Change in Control of the Company, outstanding stock options and SARs under this
Plan will terminate upon the effective time of such Change in Control unless
provision is made in connection with the transaction for the continuation or
assumption of such Awards by, or for the substitution of the equivalent awards
of, the surviving or successor entity or a parent thereof.  In the
event of such termination, the holders of stock options and SARs under the Plan
will be permitted, for a period of at least twenty days prior to the effective
time of the Change in Control, to exercise all portions of such Awards that are
then exercisable or which become exercisable upon or prior to the effective time
of the Change in Control;  provided, however, that any such exercise
of any portion of such an Award which becomes exercisable as a result of such
Change in Control shall be deemed to occur immediately prior to the effective
time of such Change in Control.

     

    (iv)           Pooling of Interests
Transactions.  In connection with any business combination
authorized by the Board, the Administrator, in its sole discretion and without
the consent of the holders of the Awards, may make any modifications to any
Awards, including but not limited to cancellation, forfeiture, surrender or
other termination of the Awards, in whole or in part, regardless of the vested
status of the Award, but solely to the extent necessary to facilitate the
compliance of such transaction with requirements for treatment as a pooling of
interests transaction for accounting purposes under generally accepted
accounting principles.

     

    (v)           Unusual or Nonrecurring
Events.  The Administrator is authorized to make, in its
discretion and without the consent of holders of Awards, adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events affecting the Company, or the financial
statements of the Company or any Affiliate, or of changes in applicable laws,
regulations, or accounting principles, whenever the Administrator determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (e)           Substitution of Awards in Mergers
and Acquisitions.  Awards may be granted under the Plan from
time to time in substitution for Awards held by employees, officers, consultants
or directors of entities who become or are about to become employees, officers,
consultants or directors of the Company or an Affiliate as the result of a
merger or consolidation of the employing entity with the Company or an
Affiliate, or the acquisition by the Company or an Affiliate of the assets or
stock of the employing entity.  The terms and conditions of any
substitute Awards so granted may vary from the terms and conditions set forth
herein to the extent that the Administrator deems appropriate at the time of
grant to conform the substitute Awards to the provisions of the awards for which
they are substituted.

    


    (f)           Other Agreements.  As a condition
precedent to the grant of any Award under the Plan, the exercise pursuant to
such an Award, or to the delivery of certificates for shares issued pursuant to
any Award, the Administrator may require the grantee or the grantee’s successor
or permitted transferee, as the case may be, to become a party to a stock
restriction agreement, shareholders’ agreement, voting trust agreement or other
agreements regarding the Common Stock of the Company in such form(s) as the
Administrator may determine from time to time.

    


    (g)           Termination, Amendment and
Modification of the Plan.  The Board may terminate, amend or
modify the Plan or any portion thereof at any time.

    


    (h)           Non-Guarantee of Employment or
Service.  Nothing in the Plan or in any Grant Agreement
thereunder shall confer any right on an individual to continue in the service of
the Company or shall interfere in any way with the right of the Company to
terminate such service at any time with or without cause or notice.

    


    (i)           Compliance with Securities Laws;
Listing and Registration.  If at any time the Administrator
determines that the delivery of Common Stock under the Plan is or may be
unlawful under the laws of any applicable jurisdiction, or federal or state
securities laws, the right to exercise an Award or receive shares of Common
Stock pursuant to an Award shall be suspended until the Administrator determines
that such delivery is lawful.  The Company shall have no obligation to
effect any registration or qualification of the Common Stock under federal or
state laws.

    


    The Company may require that a grantee,
as a condition to exercise of an Award, and as a condition to the delivery of
any share certificate, make such written representations (including
representations to the effect that such person will not dispose of the Common
Stock so acquired in violation of federal or state securities laws) and furnish
such information as may, in the opinion of counsel for the Company, be
appropriate to permit the Company to issue the Common Stock in compliance with
applicable federal and state securities laws.  The stock certificates
for any shares of Common Stock issued pursuant to this Plan may bear a legend
restricting transferability of the shares of Common Stock unless such shares are
registered or an exemption from registration is available under the Securities
Act of 1933, as amended, and applicable state securities laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (j)           Compliance with Treasury Department
Regulation Under EESA/TARP.  If at any time the Administrator
determines that the delivery of Common Stock is or may be unlawful under the
Emergency Economic Stabilization Act of 2008, or regulation thereunder (“EESA”),
the right to exercise an award, receive shares, or dispose of shares shall be
suspended until the Administrator determines that such exercise, receipt or
disposition is lawful and unrestricted.  To the extent required by
EESA, any shares of Common Stock awarded hereunder shall not be vested and
deliverable until and unless any amount owed by the Company under the United
States Treasury’s Capital Purchase Program has been fully
repaid.  Further, any Performance Award or other award under the Plan
shall be subject to forfeiture and/or repayment to the extent that such award is
restricted under EESA and the Administrator determines that such participant is
both among the employees whose awards are subject to forfeiture or repayment and
has knowingly engaged in providing inaccurate information relating to the
Company’s financial statements or performance measures used to calculate such
incentive or performance pay.

    


    (k)           Section 409A Savings
Provision.  To the extent that the grant, terms, exercise,
issuance of shares or payment of any Award under the Plan would otherwise cause
the Award or payment to be treated as “deferred compensation”, within the
meaning of Section 409A of the Code, or otherwise cause any tax to become due by
reason of Section 409A, such Award shall be deemed and treated as modified as of
the date of grant to the extent necessary to avoid such treatment as deferred
compensation or tax under Section 409A.

    


    (l)           No Trust or Fund
Created.  Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and a grantee or any other
person.  To the extent that any grantee or other person acquires a
right to receive payments from the Company pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company.

    


    (m)           Governing Law.  The
validity, construction and effect of the Plan, of Grant Agreements entered into
pursuant to the Plan, and of any rules, regulations, determinations or decisions
made by the Administrator relating to the Plan or such Grant Agreements, and the
rights of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with applicable
federal laws and the laws of the State of New Jersey, without regard to its
conflict of laws principles.

    


    (n)           Effective Date; Termination
Date.  The Plan was effective as of the date on which the Plan
was adopted by the Board, subject to approval of the stockholders within twelve
months before or after such date, and shall continue in effect indefinitely
until terminated by the Board.  No Award that is intended to qualify
as an incentive stock option under Code section 422 shall be granted under the
Plan after the close of business on the day immediately preceding the tenth
anniversary of the latest of (i) the effective date of the Plan or
(ii) any date on which the stockholders of the Company approve an increase
to the number of shares of Common Stock that may be issued with respect to
Awards granted under the Plan.  Subject to other applicable provisions
of the Plan, all Awards made under the Plan prior to termination of the Plan
shall remain in effect until such Awards have been satisfied or terminated in
accordance with the Plan and the terms of such Awards.

    


    Date
Approved by the Board: February 17, 2010

    


    Date
Approved by the Stockholders: May 17, 2010