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FIRST PRIORITY FINANCIAL CORP.




STOCK COMPENSATION PROGRAM




     1. Purpose. The First Priority Financial Corp. Stock Compensation Program (the
“Program”) is intended to secure, for First Priority Financial Corp. (the “Company”) and its
shareholders, the benefits arising from ownership of the Company’s common stock, $1.00 par value
per share (the “Common Stock”), by those selected employees and directors of the Company who will
be responsible for its future growth. The Program is designed to help attract and retain superior
personnel for positions of substantial responsibility with the Company, and to
provide employees and directors with an additional incentive to contribute to the success of
the Company.



     2. Elements of the Program. In order to maintain flexibility in the award of equity
benefits, the Program is comprised of three parts. Part I is the Incentive Stock Option Plan (the
“Incentive Plan”). Part II is the Compensatory Stock Option Plan (the “Compensatory Plan”). Part
III is the Restricted Shares Plan (the “Restricted Plan”). Copies of the Incentive Plan, the
Compensatory Plan, and the Restricted Plan are attached hereto as Part I, Part II, and Part III,
respectively, and are collectively referred to herein as the “Plans.” Awards under the Program
shall be issued in two tranches. Awards in the first tranche (“Tranche I”) are intended to be
granted primarily to directors and employees key to the organization of the Company. Awards in the
second tranche (“Tranche II”) are intended to be granted primarily to newly-hired employees who
will be important to the future success of the Company.



     3. Applicability of General Provisions. Unless a provision in a Plan specifically
indicates to the contrary, each Plan shall be subject to the general provisions of the Program set
forth below (the General Provisions”).



     4. Administration of the Plans. The Plans shall be administered, construed,
governed, and amended in accordance with their respective terms.



GENERAL PROVISIONS OF THE STOCK COMPENSATION PROGRAM




     Article 1. Administration. The Program shall be administered by the Compensation
Committee of the Board of Directors of the Company. The committee, when acting to administer the
Program, is referred to as the “Program Administrators.” Any action of the Program Administrators
shall be taken by majority vote or the unanimous written consent of the Program Administrators.
The Board of Directors, with the Program Administrators not voting, shall administer the Program
with respect to the options granted to the Program Administrators in accordance with the provisions
of the Compensatory Plan. No Program Administrator or member of the Board of Directors of the
Company or any parent or subsidiary, shall be liable for any action or determination made in good
faith with respect to the Program or to any option or performance share granted thereunder.



     Article 2. Authority of Program Administrators. Subject to the other provisions of
this Program, and with a view to effecting its purpose, the Program Administrators shall have sole
authority in their absolute discretion: (a) to construe and interpret the Program; (b) to define
the



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terms used herein; (c) to prescribe, amend, and rescind rules and regulations relating to the
Program; (d) to determine the employees to whom options and restricted shares shall be granted
under the Program; (e) to determine the time or times at which options and restricted shares shall
be granted under the Program; (f) to determine the number of shares subject to any option under the
Program and the number of shares to be awarded as restricted shares under the Program as well as
the option price, the duration of each option and restricted share, and any other terms and
conditions of options and restricted shares; and (g) to make any other determinations necessary or
advisable for the administration of the Program and to do everything necessary or appropriate to
administer the Program. All decisions, determinations, and interpretations made by the
Program Administrators shall be binding and conclusive on all participants in the Program and
on their legal representatives, heirs, and beneficiaries.




     Article 3. Maximum Number of Shares Available Under the Program. The maximum
aggregate number of shares of Common stock that may be issued under the Program is 450,000 shares,
subject to adjustment as provided in Article 6 hereof. The shares shall be issued in two tranches,
as follows:



          (a) Tranche I. The maximum aggregate number of shares of Common Stock that may be
issued in Tranche I, subject to adjustment as provided in Article 6 hereof, shall be 300,000
shares, which, in the discretion of the Program Administrators, may be granted as incentive stock
options under the Incentive Plan or as nonqualified stock options under the Compensatory Plan, or
in any combination thereof.




          (b) Tranche II. The maximum aggregate number of shares of Common Stock that may be
issued in Tranche II, subject to adjustment as provided in Article 6 hereof, shall be 150,000
shares, which, in the discretion of the Program Administrators, may be awarded as incentive stock
options under the Incentive Plan, as nonqualified stock options under the Compensatory Plan, or as
restricted shares under the Restricted Plan, or in any combination thereof.




          (c) Subject to the limitations of Article 7 hereof, if any of the shares awarded under the
Program expire or terminate for any reason before they have been exercised or vested in full, such
shares shall again be available to be awarded in the same tranche in which such shares were
originally granted.




     Article 4. Eligibility and Participation. All employees and non-employee directors
of the Company, including officers whether or not directors of the Company, or of any parent or any
subsidiary, shall be eligible for selection by the Program Administrators to participate in the
Program provided, however, that (a) a director who is not an employee of the Company shall only be
eligible to be awarded options under the Compensatory Plan or restricted shares under the
Restricted Program; and (b) an employee or director who is granted an award in Tranche I shall not
be eligible to receive an award in Tranche II.



     Article 5. Effective Date and Term of Program. The Program shall become effective
(the “Effective Date”) upon its adoption by the Board of Directors of the Company and subsequent
approval of the Program by unanimous consent of the Company’s shareholders or by a majority of the
total votes eligible to be cast at a meeting of shareholders, which vote shall be



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taken within 12
months of adoption of the Program by the Company’s Board of Directors; provided, however, that
options, and restricted shares may be granted under this Program prior to obtaining shareholder
approval of the Program, but any such options or restricted shares shall be contingent upon such
shareholder approval being obtained and may not be exercised prior to such approval. The Program
shall continue in effect for a term of 10 years from the Effective Date unless sooner terminated
under Article 7 of these General Provisions.




     Article 6. Adjustments. If the shares of Common Stock of the Company as a whole are
increased, decreased, changed into, or exchanged for a different number or kind of shares or
securities through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock
split, an appropriate and proportionate adjustment shall be made in the maximum number and kind of
shares as to which options and restricted shares may be granted under this Program. A
corresponding adjustment changing the number or kind of shares allocated to unexercised options,
restricted shares, or portions thereof, which shall have been granted prior to any such change,
shall likewise be made. Any such adjustment in outstanding options shall be made without change in
the aggregate purchase price applicable to the unexercised portion of the option, but with a
corresponding adjustment in the price for each share or other unit of any security covered by the
option. In making any adjustment pursuant to this Article 6, any fractional shares shall be
disregarded. Notwithstanding the foregoing, any adjustments pursuant to this Section 6 shall only
become effective if the ratio of the purchase price to the fair market value of the shares subject
to the stock right immediately after the adjustment is not greater than the ratio of the purchase
price to the fair market value of the shares subject to the stock right immediately before the
adjustment.



     Article 7. Termination and Amendment of Program. The Program shall terminate no
later than 10 years from the Effective Date. No options or restricted shares shall be granted or
awarded under the Program after that date; provided, however, that no options shall be granted in
Tranche I after December 31, 2005. The Company’s Board of Directors can terminate the Program at
any time. Subject to the limitation contained in Article 8 of the General Provisions, the Program
Administrators may at any time amend or revise the terms of the Program, including the form and
substance of the option and restricted shares agreements to be used hereunder; provided that no
amendment or revision shall, without approval of the Company’s shareholders, (a) increase the
maximum aggregate number of shares that may be sold or distributed pursuant to options or
restricted shares granted under this Program, or in Tranche I or Tranche II, except as permitted
under Article 6 of the General Provisions; (b) change the minimum purchase price for shares under
Sections 4 of the Incentive Plan or the Compensatory Plan; (c) increase the maximum term
established under the Plans for any option or restricted share; or (d) permit the granting of an
option or restricted share to anyone other than as provided in Article 4 of the General Provisions.



     Article 8. Prior Rights and Obligations. No amendment, suspension, or termination of
the Program shall, without the consent of the employee or non-employee director who has received an
option or restricted share, alter or impair any of that person’s rights or obligations under any
option or restricted share granted or awarded under the Program prior to such amendment,
suspension, or termination.



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     Article 9. Privileges of Stock Ownership. Except as provided in the Restricted Plan
and notwithstanding the exercise of any options granted pursuant to the terms of this Program, no
employee or non-employee director shall have any of the rights or privileges of a shareholder of
the Company with respect to any shares of stock awarded under the Program until certificates
representing the shares have been issued and delivered. No shares shall be required to be issued
and delivered unless and until all of the requirements of law and of all regulatory agencies having
jurisdiction over the issuance and delivery of the securities shall have been fully complied with.
No adjustment shall be made for dividends or any other distributions for which the record date is
prior to the date on which such stock certificate is issued.



     Article 10. Reservation of Shares of Common Stock. The Company, during the term of
this Program, will at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Program. In addition, the Company
shall from time to time, as is necessary to accomplish the purposes of this Program, seek to obtain
from any regulatory agency having jurisdiction, any requisite authority in order to issue shares of
Common Stock hereunder. The inability of the Company to obtain from any regulatory agency having
jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance
of any shares of its stock hereunder shall relieve the Company of any liability in respect of the
non-issuance of the stock as to which the requisite authority shall not have been obtained.



     Article 11. Tax Withholding. The exercise of any option or vesting of any restricted
share granted under the Program is subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other withholding
liabilities under any state or federal law is necessary or desirable as a condition of, or in any
connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in such
event, the exercise of such option or vesting of such restricted share shall not be effective
unless such withholding tax or other withholding liabilities shall have been satisfied in a manner
acceptable to the Company.



     Article 12. Employment and Service. Nothing in the Program or in any option or
restricted share, shall confer upon any employee or director any right to continued employment or
service with the Company, or with any parent or subsidiary corporation, or limit in any way the
right of the Company or any parent or subsidiary corporation at any time to terminate or alter the
terms of that employment or service.



     Article 13. Change in Control. For purposes of the Program, the term “Change in
Control” shall mean the first to occur of any of the following events:



          (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended), except for any of the Company’s employee benefit plans, or any entity
holding the Company’s voting securities for, or pursuant to, the terms of any such plan (or any
trust forming a part thereof) (the “Benefit Plan(s)”), is or becomes the beneficial owner, directly
or indirectly, of the Company’s securities representing 19.9% or more of the combined voting power
of the Company’s then outstanding securities other than pursuant to a transaction excepted in
clauses (c) or (d);




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          (b) there occurs a contested proxy solicitation of the Company’s shareholders that results in
the contesting party obtaining the ability to vote securities representing 19.9% or more of the
combined voting power of the Company’s then outstanding securities;




          (c) a binding written agreement is executed (and, if legally required, approved by the
Company’s shareholders) providing for a sale, exchange, transfer or other disposition of all or
substantially all of the assets of the Company to another entity, except to an entity controlled
directly or indirectly by the Company;




          (d) the shareholders of the Company approve a merger, consolidation, or other reorganization
of the Company, unless:





          (i) under the terms of the agreement approved by the Company’s shareholders providing
for such merger, consolidation or reorganization, the shareholders of the Company
immediately before such merger, consolidation or reorganization, will own, directly or
indirectly immediately following such merger, consolidation, or reorganization, at least 51%
of the combined voting power of the outstanding voting securities of the Company resulting
from such merger, consolidation or reorganization (the “Surviving Company”) in substantially
the same proportion as their ownership of the voting securities immediately before such
merger, consolidation or reorganization;




          (ii) under the terms of the agreement approved by the Company’s shareholders providing
for such merger, consolidation or reorganization, the individuals who were members of the
Board immediately prior to the execution of such agreement will constitute at least 51% of
the members of the board of directors of the Surviving Company after such merger,
consolidation or reorganization; and




          (iii) based on the terms of the agreement approved by the Company’s shareholders
providing for such merger, consolidation or reorganization, no Person (other than (A) the
Company or any subsidiary of the Company, (B) any Benefit Plan, (C) the Surviving Company or
any subsidiary of the Surviving Company, or (D) any Person who, immediately prior to such
merger, consolidation or reorganization had beneficial ownership of 19.9% or more of the
then outstanding voting securities) will have beneficial ownership of 19.9% or more of the
combined voting power of the Surviving Company’s then outstanding voting securities;



          (e) a plan of liquidation or dissolution of the Company, other than pursuant to bankruptcy or
insolvency laws, is adopted; or




          (f) during any period of two consecutive years, individuals, who at the beginning of such
period, constituted the Board cease for any reason to constitute at least a majority of the Board
unless the election, or the nomination for election by the Company’s shareholders, 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.




     Notwithstanding Clause (a), a Change in Control shall not be deemed to have occurred if a
Person becomes the beneficial owner, directly or indirectly, of the Company’s securities



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representing 19.9% or more of the combined voting power of the Company’s then outstanding
securities solely as a result of an acquisition by the Company of its voting securities which,
by reducing the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 19.9% or more of the combined voting power of the Company’s
then outstanding securities; provided, however, that if a Person becomes a beneficial owner of
19.9% or more of the combined voting power of the Company’s then outstanding securities by reason
of share purchases by the Company and shall, after such share purchases by the Company, become the
beneficial owner, directly or indirectly, of any additional voting securities of the Company (other
than as a result of a stock split, stock dividend or similar transaction), then a Change in Control
of the Company shall be deemed to have occurred with respect to such Person under Clause (a). In
no event shall a Change in Control of the Company be deemed to occur under Clause (a) with respect
to Benefit Plans. In the event that a transaction contemplated by this Section is not consummated,
but rather is terminated, cancelled, or expires, any awards granted under the Program shall
thereafter be treated as if such transaction had never been entered into.




     Article 14. Regulatory Directive. This Program and any and all Options issued under
any of the Plans are subject to the following express condition: in the event that the primary
federal regulator (as such term is defined under federal banking law), and/or the state regulator
of the Company shall determine at any time in the future that the Company does not then have the
minimum capital required by applicable federal or state law at such time, then the primary federal
regulator of the Company shall have the power to direct the Company to notify the Optionees that
such Optionees are required to exercise their Options (or such number of their Options as the
primary federal regulator shall direct) within such number of days as the regulator directs, and if
any Optionees do not so exercise such Options, those Options shall be forfeited by such Optionees,
and shall immediately terminate and become null and void without regard to any other provision of
this Program. The directive of the primary federal regulator in such event shall control all
aspects of this Program, the Plans, and any Options issued thereunder, notwithstanding any other
provision of this Program.



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PART I




FIRST PRIORITY BANK

INCENTIVE STOCK OPTION PLAN




     Section 1. Purpose. The purpose of the First Priority Bank Incentive Stock Option
Plan (“Incentive Plan”) is to promote the growth and general prosperity of the Company by
permitting the Company to grant options to purchase shares of the Common Stock to certain employees
of the Company. The Incentive Plan is designed to help attract and retain superior personnel for
positions of responsibility with the Company and any parent or subsidiary, and to provide employees
with an additional incentive to contribute the success of the Company. The Company intends that
options granted pursuant to the provisions of the Incentive Plan will qualify and will be
identified as “incentive stock options” within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”). An employee who has been granted an option under this
Incentive Plan is referred to herein as an “Optionee.” This Incentive Plan is Part I of the
Program. Unless any provision herein indicates to the contrary, this Incentive Plan shall be
subject to the General Provisions.



     Section 2. Option Terms and Conditions. The terms and conditions of each grant of
options under the Incentive Plan shall be embodied by an agreement in a form approved by the
Program Administrators, which agreement shall contain terms and conditions not inconsistent with
this Incentive Plan and the Program and which shall incorporate the Incentive Plan and the Program
by reference. Each agreement shall (a) state the date of grant of such options; (b) state whether
the options are being granted under Tranche I or Tranche II; (c) state the Purchase Price for the
options (as set forth in Section 4 below); (d) state that the option shall be fully exercisable
(i.e., because 100% vested) only after the earlier of the date that (i) the Optionee has completed
four years of continuous employment with the Company following the date of grant of the option or
(ii) a Change in Control occurs after the Optionee has completed three years of continuous
employment with the Company following the date of grant of the option; (e) be signed by the
Optionee and a person designated by the Program Administrators to sign on behalf of the Company;
and (f) be delivered to the Optionee.



     Section 3. Duration of Options. Each option and all rights thereunder granted
pursuant to the terms of the Incentive Plan shall expire on the date determined by the Program
Administrators (the “Expiration Date”), but in no event shall any option granted under the
Incentive Plan expire later than 10 years from the date on which such option is granted; provided,
however, that any employee who owns more than 10% of the combined voting power of all classes of
stock of the Company, or of any parent or subsidiary, must exercise any options within five years
from the date of grant. In addition, each option shall be subject to early termination as provided
herein.



     Section 4. Purchase Price. The purchase price (the “Purchase Price”) for shares
acquired pursuant to the exercise, in whole or in part, of any option shall be equal to the fair
market value of the shares at the time of the grant of the option; provided, however, that (a) for
any employee who owns more than 10% of the combined voting power of all classes of stock of the
Company, or of any parent or subsidiary, the Purchase Price shall be equal to 110% of fair market
value;



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and (b) under no circumstances shall the Purchase Price be less than $10 per share, subject
to
adjustment as provided in Section 6 of the General Provisions. Fair market value shall be
determined by a reasonable application of a reasonable valuation method established by the Program
Administrators in good faith; provided, however, that fair market value shall be determined without
regard to any restriction other than a restriction which, by its terms, will never lapse; and
provided further, that if at the time the determination of fair market value is made, those shares
are subject to trading on a national securities exchange for which sale prices are regularly
reported, the fair market value of those shares shall be the closing sales price reported for the
Common Stock on that exchange on the day on which the option is granted, or if no sale has taken
place on such day, the mean of the closing bid prices quoted by the then primary market makers of
the Company’s Common Stock. For purposes of this Section 4, the term “national securities
exchange” shall include the National Association of Securities Dealers Automated Quotation System
and the over-the-counter market. Notwithstanding the foregoing, if in the judgment of the Program
Administrators, there are unusual circumstances or occurrences under which the otherwise determined
fair market value of the Common Stock does not represent the actual fair value thereof or if shares
of Common Stock are so thinly traded so as the fair market value thus determined is not
representative of fair market value, then the fair market value of such Common Stock shall be
determined by the Program Administrators on the basis of such prices, market quotations, and other
pricing mechanisms that they deem appropriate and fairly reflective of the then fair market value
of such Common Stock or, at the discretion of the Program Administrators, by an independent
appraiser or appraisers selected by the Program Administrators in either case giving due
consideration to recent transactions involving shares of Common Stock, if any.




     Section 5. Maximum Amount of Options in Any Calendar Year. The aggregate fair market
value (determined as of the time the option is granted) of the Common Stock with respect to which
incentive stock options are first exercisable by any Optionee during any calendar year under the
terms of this Plan and all such plans of the Company and any parent or subsidiary corporation shall
not exceed $100,000. Any option in excess of the foregoing limitations shall be deemed to have
been granted pursuant to the Compensatory Plan, and shall be clearly and specifically designated as
not being an incentive stock option.



     Section 6. Exercise of Options. Each option shall be exercisable in one or more
installments during its term, and the right to exercise may be cumulative as determined by the
Program Administrators. No option may be exercised for a fraction of a share of Common Stock. The
purchase price of any shares purchased shall be paid in full, in cash or by certified or cashier’s
check payable to the order of the Company or by delivery of shares of Common Stock, if permitted by
the Program Administrators, or by a combination of cash, check, or shares of Common Stock, at the
time of exercise of the option; provided that the form(s) of payment allowed the employee shall be
established when the option is granted. If any portion of the purchase price is paid in shares of
Common Stock, those shares shall be tendered at their then fair market value as determined by the
Program Administrators in accordance with Section 4 of this Incentive Plan. Notwithstanding the
foregoing, Common Stock acquired pursuant to the exercise of an incentive stock option may not be
tendered as payment unless the holding period requirements of Code Section 422(a)(1) have been
satisfied.



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     Section 7. Written Notice Required. Any option granted pursuant to the terms of the
Incentive Plan shall be exercised when written notice of that exercise has been given to the
Company at its principal office by the person entitled to exercise the option and full payment
for the shares with respect to which the option is exercised has been received by the Company.



     Section 8. Additional Exercise Provisions.



          (a) An Optionee granted and holding more than one option granted pursuant to the terms of the
Incentive Plan at any relevant time may, in accordance with the provisions of this Incentive Plan,
elect to exercise such options in any order as such Optionee wishes.




          (b) At the request of an Optionee and to the extent permitted by applicable law, the Company
may, in its sole discretion, selectively approve arrangements with a brokerage firm under which
such brokerage firm, on behalf of the employee, shall pay to the Company the exercise price of the
options being exercised, and the Company, pursuant to an irrevocable notice from the Optionee,
shall promptly deliver the shares being purchased to such brokerage firm. In the event any such
arrangement is implemented, the Optionee shall acknowledge, in writing, his or her understanding
that the immediate sale of the option stock will disqualify the related option as an incentive
stock option.




     Section 9. Compliance With Securities Laws. Shares of Common Stock shall not be
issued with respect to any option granted under the Incentive Plan unless the exercise of that
option and the issuance and delivery of those shares pursuant to that exercise shall comply with
all relevant provisions of state and federal law including, without limitation, the Securities Act
of 1933, as amended, the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. The Program Administrators
may also require an Optionee to furnish evidence satisfactory to the Company, including a written
and signed representation letter and consent to be bound by any transfer restriction imposed by
law, legend, condition, or otherwise, that the shares are being purchased only for investment and
without any present intention to sell or distribute the shares in violation of any state or federal
law, rule, or regulation. Further, each Optionee shall consent to the imposition of a legend on
the shares of Common Stock subject to his or her option restricting their transferability as
required by law or by this Section 9.



     Section 10. Option Rights Upon Termination of Employment for Cause. If an Optionee’s
employment with the Company, or any parent or subsidiary corporation (or a corporation or a parent
or subsidiary of such corporation issuing or assuming a stock option in a transaction to which Code
Section 424(a) applies), is terminated by the Company for Cause, such Optionee’s options shall
lapse at the earlier of the expiration of the term of such option or fifteen (15) days from such
termination of employment.



     For purposes of this Section 10, “Cause” shall mean any of the following events:



          (a) the Optionee is convicted of or enters a plea of guilty or nolo contendere to a felony, a
crime of falsehood, or a crime involving fraud or moral turpitude, or the actual incarceration of
the Optionee for a period of forty-five (45) consecutive days;




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          (b) the Optionee willfully fails to follow the lawful instructions of the Chief Executive
Officer of the Company or the Board of Directors after his receipt of written notice of such
instructions, other than a failure resulting from the Optionee’s incapacity because of physical or
mental illness;




          (c) the Optionee repeatedly fails in any material respect to perform the reasonable duties
required of the Executive after his receipt of written notice of such failure from the Chief
Executive Officer of the Company or the Board of Directors;




          (d) the Optionee willfully violates any code of conduct of the Company, as the same may be in
effect from time to time, or any material bank regulatory statute or regulation, or any cease and
desist order applicable to the Company;




          (e) the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking, or any
government regulatory agency having jurisdiction over the Company recommends or orders that the
Optionee’s employment be terminated or that he be relieved of his duties hereunder;




          (f) the Optionee engages in any activity that results in a breach of fiduciary duty involving
receipt of personal profit by him at the expense of the Company; or




          (g) the Optionee commits a significant act of personal dishonesty or willful misconduct, or
performs his duties in an incompetent manner.




     Section 11. Option Rights Upon Termination of Employment for Retirement. If an
Optionee’s employment with the Company, or any parent or subsidiary corporation (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option in a transaction
to which Code Section 424(a) applies), terminates on or after the date that the Optionee reaches
the age of 62 (“Retirement”) for any reason other than by the Company for Cause, such Optionee’s
options shall lapse at the earlier of the expiration of the term of such option or three months
from such termination of employment.



     Section 12. Option Rights Upon Termination of Employment due to a Reduction in Force.
If an Optionee’s employment with the Company, or any parent or subsidiary corporation (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a stock option
in a transaction to which Code Section 424(a) applies), is terminated by the Company due to a
reduction in force (as determined by the Program Administrators in their sole discretion), such
Optionee’s options shall lapse at the earlier of the expiration of the term of such option or three
months from such termination of employment.



     Section 13. Option Rights Upon Termination of Employment due to Disability. If an
Optionee’s employment with the Company, or any parent or subsidiary corporation (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option in a transaction
to which Code Section 424(a) applies), terminates due to becoming permanently and totally disabled
within the meaning of Code Section 22(e)(3), such Optionee’s options shall lapse at the earlier of
the expiration of the term of such option or twelve (12) months from such termination of
employment.



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     Section 14. Option Rights Upon Termination of Employment due to Death. If an
Optionee’s employment with the Company, or any parent or subsidiary corporation (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option in a transaction
to which Code Section 424(a) applies), terminates due to death, such Optionee’s options shall lapse
at the earlier of the expiration of the term of such option or twelve (12) months from such
termination of employment due to death. During this period of exercise, an option may be
exercised, to the extent that such option remains unexercised on the date of death, only by the
person or persons to whom the Optionee’s rights under the option shall pass by will or by the laws
of descent and distribution.



     Section 15. Option Rights Upon Termination of Employment at Election of Optionee. If
an Optionee’s employment with the Company, or any parent or subsidiary corporation (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Code Section 424(a) applies), is terminated at the election of the Optionee
other than for Retirement, such Optionee’s options shall lapse at the earlier of the expiration of
the term of such option or thirty (30) days from such termination of employment.



     Section 16. Option Rights Upon Other Termination of Employment. If an Optionee’s
employment with the Company, or any parent or subsidiary corporation (or a corporation or a parent
or subsidiary of such corporation issuing or assuming a stock option in a transaction to which Code
Section 424(a) applies), is terminated for any other reason other than as set forth in Sections 10
through 15 of this Incentive Plan, such Optionee’s options shall lapse at the earlier of the
expiration of the term of such option or three (3) months from such termination of employment.



     Section 17. Options Not Transferable. Options granted pursuant to the terms of this
Incentive Plan may not be sold, pledged, assigned, or transferred in any manner otherwise than by
will or the laws of descent or distribution and may be exercised during the lifetime of an Optionee
only by that Optionee.



     Section 18. Adjustments to Number and Purchase Price of Optioned Shares. All options
granted pursuant to the terms of this Incentive Plan shall be adjusted in the manner prescribed by
Article 6 of the General Provisions.



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PART II




FIRST PRIORITY BANK

COMPENSATORY STOCK OPTION PLAN




     Section 1. Purpose. The purpose of the First Priority Bank Compensatory Stock Option
Plan (“Compensatory Plan”) is to permit the Company to grant options to purchase shares of its
Common Stock to selected employees and directors of the Company. The Compensatory Plan is designed
to help attract and retain superior personnel for positions of substantial responsibility with the
Company and any parent or subsidiary, and to provide employees and directors with an additional
incentive to contribute to the success of the Company. Any option granted pursuant to this
Compensatory Plan shall be clearly and specifically designated as not being an incentive stock
option, as defined in Code Section 422(b). An employee or director who has been granted an option
under this Compensatory Plan is referred to herein as an “Optionee.” Unless any provision herein
indicates to the contrary, this Compensatory Plan shall be subject to the General Provisions.



     Section 2. Option Terms and Conditions. The terms and conditions of each grant of
options under the Compensatory Plan shall be embodied by an agreement in a form approved by the
Program Administrators, which agreement shall contain terms and conditions not inconsistent with
the Compensatory Plan and the Program and which shall incorporate the Compensatory Plan and the
Program by reference. Each agreement shall (a) state the date as of such grant of options; (b)
state whether the options are being granted under Tranche I or Tranche II; (c) state the Purchase
Price for the options (as set forth in Section 4 below); (d) state that the options shall be fully
exercisable (i.e., become 100% vested) only after the earlier of the date that (i) the Optionee has
completed four years of continuous employment or service with the Company following the date of
grant of the options or (ii) a Change in Control occurs after the Optionee has completed three
years of continuous employment with the Company following the date of grant of the option; (e) be
signed by the Optionee and a person designated by the Program Administrators to sign on behalf of
the Company; and (f) be delivered to the Optionee.



     Section 3. Duration of Options. Each option and all rights thereunder granted
pursuant to the terms of this Compensatory Plan shall expire on the date determined by the Program
Administrators (the “Expiration Date”), but in no event shall any option granted under the
Compensatory Plan expire later than 10 years from the date on which such option is granted. In
addition, each option shall be subject to early termination as provided herein.



     Section 4. Purchase Price. The purchase price (the “Purchase Price”) for shares
acquired pursuant to the exercise, in whole or in part, of any option shall be equal to the fair
market value of the shares at the time of the grant of the option; provided, however, that under no
circumstances shall the Purchase Price be less than $10 per share, subject to adjustment as
provided in Section 6 of the General Provisions. Fair market value shall be determined by a
reasonable application of a reasonable valuation method established by the Program Administrators
in good faith; provided, however, that fair market value shall be determined without regard to any
restriction other than a restriction which, by its terms, will never lapse; and provided further,
that if at the time the determination of fair market value is made, those shares



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are subject to
trading on a national securities exchange for which sale prices are regularly
reported, the fair market value of those shares shall be the closing sales price reported for
the Common Stock on that exchange on the day on which the option is granted, or if no sale has
taken place on such day, the mean of the closing bid prices quoted by the then primary market
makers of the Company’s Common Stock. For purposes of this Section 4, the term “national
securities exchange” shall include the National Association of Securities Dealers Automated
Quotation System and the over-the-counter market. Notwithstanding the foregoing, if in the
judgment of the Program Administrators, there are unusual circumstances or occurrences under which
the otherwise determined fair market value of the Common Stock does not represent the actual fair
value thereof or if shares of Common Stock are so thinly traded so as the fair market value thus
determined is not representative of fair market value, then the fair market value of such Common
Stock shall be determined by the Program Administrators on the basis of such prices, market
quotations, and other pricing mechanisms that they deem appropriate and fairly reflective of the
then fair market value of such Common Stock or, at the discretion of the Program Administrators, by
an independent appraiser or appraisers selected by the Program Administrators in either case giving
due consideration to recent transactions involving shares of Common Stock, if any.




     Section 5. Exercise of Options. Each option shall be exercisable in one or more
installments during its term and the right to exercise may be cumulative as determined by the
Program Administrators (or the Board of Directors with respect to the Program Administrators). No
options may be exercised for a fraction of a share of Common Stock. The purchase price of any
shares purchased shall be paid in full in cash or by certified or cashier’s check payable to the
order of the Company or by delivery of shares of Common Stock, if permitted by the Program
Administrators (or the Board of Directors with respect to the Program Administrators), or by a
combination of cash, check or shares of Common Stock, at the time of exercise of the option. If
any portion of the purchase price is paid in shares of Common Stock, those shares shall be tendered
at their then fair market value as determined by the Program Administrators (or the Board of
Directors with respect to the Program Administrators) in accordance with Section 4 of this
Compensatory Plan.



     Section 6. Written Notice Required. Any option granted pursuant to the terms of this
Compensatory Plan shall be exercised when written notice of that exercise has been given to the
Company at its principal office by the person entitled to exercise the option and full payment for
the shares with respect to which the option is exercised has been received by the Company.



     Section 7. Additional Exercise Provisions.



          (a) An Optionee granted and holding more than one option granted pursuant to the terms of the
Compensatory Plan at any relevant time may, in accordance with the provisions of the Compensatory
Plan, elect to exercise such options in any order as such Optionee wishes.




          (b) At the request of an Optionee and to the extent permitted by applicable law, the Company
may, in its sole discretion, selectively approve arrangements with a brokerage firm under which
such brokerage firm, on behalf of the Optionee, shall pay to the Company the exercise price of the
options being
exercised, and the Company, pursuant to an irrevocable notice from such Optionee, shall
promptly deliver the shares being purchased to such brokerage firm.




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     Section 8. Compliance With Securities Laws. Shares shall not be issued with respect
to any option granted under the Compensatory Plan unless the exercise of that option and the
issuance and delivery of the shares pursuant thereto shall comply with all relevant provisions of
state and federal law, including, without limitation, the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Program Administrators may also require an Optionee
to furnish evidence satisfactory to the Company, including a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law, legend, condition, or
otherwise, that the shares are being purchased only for investment purposes and without any present
intention to sell or distribute the shares in violation of any state or federal law, rule, or
regulation. Further, each Optionee shall consent to the imposition of a legend on the shares of
Common Stock subject to his or her option restricting their transferability as required by law or
by this Section 8.



     Section 9. Option Rights Upon Termination of Employment for Cause. If an Optionee’s
employment with the Company, or any parent or subsidiary corporation (or a corporation or a parent
or subsidiary of such corporation issuing or assuming a stock option in a transaction to which Code
Section 424(a) applies), is terminated by the Company for Cause, such Optionee’s options shall
lapse at the earlier of the expiration of the term of such option or fifteen (15) days from such
termination of employment.



     For purposes of this Section 9, “Cause” shall mean any of the following events:



          (a) the Optionee is convicted of or enters a plea of guilty or nolo contendere to a felony, a
crime of falsehood, or a crime involving fraud or moral turpitude, or the actual incarceration of
the Optionee for a period of forty-five (45) consecutive days;




          (b) the Optionee willfully fails to follow the lawful instructions of the Chief Executive
Officer of the Company or the Board of Directors after his receipt of written notice of such
instructions, other than a failure resulting from the Optionee’s incapacity because of physical or
mental illness;




          (c) the Optionee repeatedly fails in any material respect to perform the reasonable duties
required of the Executive after his receipt of written notice of such failure from the Chief
Executive Officer of the Company or the Board of Directors;




          (d) the Optionee willfully violates any code of conduct of the Company, as the same may be in
effect from time to time, or any material bank
regulatory statute or regulation, or any cease and desist order applicable to the Company;




          (e) the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking, or any
government regulatory agency having jurisdiction over the Company recommends or orders that the
Optionee’s employment be terminated or that he be relieved of his duties hereunder;




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          (f) the Optionee engages in any activity that results in a breach of fiduciary duty involving
receipt of personal profit by him at the expense of the Company; or




          (g) the Optionee commits a significant act of personal dishonesty or willful misconduct, or
performs his duties in an incompetent manner.




     Section 10. Option Rights Upon Termination of Employment for Retirement. If an
Optionee’s employment with the Company, or any parent or subsidiary corporation (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option in a transaction
to which Code Section 424(a) applies), terminates on or after the date that the Optionee reaches
the age of 62 (“Retirement”) for any reason other than by the Company for Cause, such Optionee’s
options shall lapse at the expiration of the term of such option.



     Section 11. Option Rights Upon Termination of Employment due to a Reduction in Force.
If an Optionee’s employment with the Company, or any parent or subsidiary corporation (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Code Section 424(a) applies), is terminated by the Company due to a reduction
in force (as determined by the Program Administrators in their sole discretion), such Optionee’s
options shall lapse at the earlier of the expiration of the term of such option or twelve (12)
months from such termination of employment.



     Section 12. Option Rights Upon Termination of Employment due to Disability. If an
Optionee’s employment with the Company, or any parent or subsidiary corporation (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option in a transaction
to which Code Section 424(a) applies), terminates due to becoming permanently and totally disabled
within the meaning of Code Section 22(e)(3), such Optionee’s options shall lapse at the earlier of
the expiration of the term of such option or twelve (12) months from such termination of
employment.



     Section 13. Option Rights Upon Termination of Employment due to Death. If an
Optionee’s employment with the Company, or any parent or subsidiary corporation (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option in a transaction
to which Code Section 424(a) applies), terminates due to death, such Optionee’s options shall lapse
at the earlier of the expiration of the term of such option or twelve (12) months from such
termination of employment due to death. During this period of exercise, an option may be
exercised, to the extent that such option remains unexercised on the date of death,
only by the person or persons to whom the Optionee’s rights under the option shall pass by
will or by the laws of descent and distribution.



     Section 14. Option Rights Upon Termination of Employment at Election of Optionee. If
an Optionee’s employment with the Company, or any parent or subsidiary corporation (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Code Section 424(a) applies), is terminated at the election of the Optionee
other than for Retirement, such Optionee’s options shall lapse at the earlier of the expiration of
the term of such option or thirty (30) days from such termination of employment.



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     Section 15. Option Rights Upon Other Termination of Employment. If an Optionee’s
employment with the Company, or any parent or subsidiary corporation (or a corporation or a parent
or subsidiary of such corporation issuing or assuming a stock option in a transaction to which Code
Section 424(a) applies), is terminated for any other reason other than as set forth in Sections 9
through 14 of this Compensatory Plan, such Optionee’s options shall lapse at the earlier of the
expiration of the term of such option or twelve (12) months from such termination of employment.



     Section 16. Transferability. Except as provided below, options granted pursuant to
the terms of this Compensatory Plan may not be sold, pledged, assigned, or transferred in any
manner otherwise than by will or the laws of descent or distribution and may be exercised during
the lifetime of an Optionee only by that Optionee. If the Program Administrators so determine at
the time the option is granted, however, the option may be transferable to members of the
Optionee’s “immediate family” (as hereinafter defined), to a partnership whose members are only the
Optionee and/or members of the Optionee’s immediate family, or to a trust for the benefit of only
the Optionee and/or members of the Optionee’s immediate family. For purposes of this Section 16,
an Optionee’s “immediate family” includes only his or her spouse, parents or other ancestors, and
children and other direct descendants of the Optionee or of his or her spouse (including such
ancestors and descendants by adoption).



     Section 17. Adjustments to Number and Purchase Price of Optioned Shares. All options
granted pursuant to the terms of this Compensatory Plan shall be adjusted in the manner prescribed
by Article 6 of the General Provisions.



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PART III




FIRST PRIORITY BANK

RESTRICTED SHARE PLAN




     Section 1. Purpose. The purpose of the First Priority Bank Restricted Share Plan
(“Restricted Plan”) is to promote the growth and general prosperity of the Company by permitting
the Company to grant restricted shares to help attract and retain superior personnel for positions
of substantial responsibility with the Company and any parent or subsidiary, and to provide
employees with an additional incentive to contribute to the success of the Company. An employee
who has been awarded restricted shares under this Restricted Plan is referred to herein as a
“Grantee.” This Restricted Plan is Part III of the Program.



     Section 2. Terms and Conditions. The terms and conditions of each award of
restricted shares shall be embodied by an agreement in a form approved by the Program
Administrators, which shall contain terms and conditions not inconsistent with the Restricted Plan
and the Program and which shall incorporate the Restricted Plan and the Program by reference. Each
agreement shall (a) state the date of award of such restricted shares; (b) state the number of
shares of Common Stock subject to the award; (c) state that the Restrictions (as defined in Section
4 of this Restricted Plan) shall apply until the earlier of the date that (i) the Grantee has
remained in the continuous employ of the Company for a period of five (5) years from the date of
such award and has satisfied any other requirements that may be imposed by the Program
Administrators, in their sole discretion, including one or more performance criteria or goals, or
(ii) a Change in Control occurs; (d) be signed by the Grantee and a person designated by the
Program Administrators to sign on behalf of the Company; and (e) be delivered to the Grantee.



     Section 3. Certificates. A certificate or certificates representing the number of
restricted shares granted shall be registered in the name of the Grantee. Until the expiration of
the Restrictions, the certificate or certificates shall be held by the Company for the account of
the Grantee, and the Grantee shall have beneficial ownership of the restricted shares, including
the right to receive dividends on, and the right to vote, the restricted shares.



     Section 4. Restrictions. Subject to the terms of this Restricted Plan and the
individual agreement reflecting a grant of restricted shares, restricted shares shall be subject to
the following restrictions and any additional restrictions (the “Restrictions”) that the Program
Administrators, in their sole discretion, may from time to time deem desirable in furtherance of
the objectives of the Restricted Plan:



          (a) the Grantee shall not be entitled to receive the certificate or certificates representing
the restricted shares;




          (b) the restricted shares may not be sold, transferred, assigned, pledged, conveyed,
hypothecated, or otherwise disposed of; and




          (c) the restricted shares may be forfeited immediately as provided in Section 6 of this
Restricted Plan.




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     5. Distribution of Restricted Shares. Upon the expiration of the Restrictions, the
certificate or certificates representing the shares of Common Stock that were granted to such
Grantee in the form of restricted shares shall be delivered to the Grantee.



     6. Termination of Employment. Subject to Section 7 below, if the employment or
service of a Grantee with the Company is terminated for any reason before the expiration of the
Restrictions, the restricted shares shall be forfeited immediately and all rights of the Grantee to
such shares shall terminate immediately without further obligation on the part of the Company.



     7. Waiver and Lapse of Restrictions.



          (a) The Program Administrators may, in their sole discretion, waive any or all Restrictions
with respect to restricted shares.




          (b) Upon a Change in Control, all Restrictions with respect to restricted shares shall lapse.




     8. Adjustments to Number of Restricted Shares. All restricted shares granted
pursuant to the terms of this Restricted Plan shall be adjusted in the manner prescribed by Article
6 of the General Provisions.




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