UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): April 28, 2006
BRIDGE
BANCORP, INC.
(Exact
name of the registrant as specified in its charter)
|
New
York
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000-18546
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11-2934195
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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2200
Montauk Highway
Bridgehampton,
New York
|
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11932
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(Address
of principal executive offices)
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(Zip
Code)
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(631)
537-1000
(Registrant’s
telephone number)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4c) |
Item 1.01 Entry
Into or Termination of a Material Definitive Agreement
On
April
28, 2006 the shareholders of Bridge Bancorp, Inc. approved the 2006
Stock-Based Incentive Plan. A copy of this plan is attached as
Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d)
Attached as an exhibit is the Bridge Bancorp, Inc.'s 2006 Stock-Based Incentive
Plan.
EXHIBIT INDEX
99.1
2006
Stock-Based Incentive Plan.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Bridge Bancorp, Inc. | ||
| |
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| Date: May 3, 2006 | By: | /s/ Janet T. Verneuille |
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| Senior Vice President, Chief Financial Officer, and Treasurer | ||
BRIDGE
BANCORP, INC.
2006
STOCK-BASED INCENTIVE PLAN
1. PURPOSE
OF PLAN.
The
purposes of this 2006 Stock-Based Incentive Plan are to provide incentives
and
rewards to employees and Directors who are largely responsible for the success
and growth of Bridge Bancorp, Inc. and its Affiliates, and to assist all such
entities in attracting and retaining experienced and qualified Directors,
executives and other key employees.
2. DEFINITIONS.
| (a) |
“Affiliate”
means any “parent corporation” or “subsidiary corporation” of the Company,
as such terms are defined in Sections 424(e) and 424(f) of the
Code.
|
| (b) |
“Award”
means one or more of the following: Restricted Stock Awards, Stock
Options
and other types of Awards, as set forth in Section 6 of the
Plan.
|
| (c) |
“Award
Agreement” means the agreement between the Company or an Affiliate and a
Participant evidencing an Award under the Plan.
|
| (d) |
“Bank”
means The Bridgehampton National Bank and any successor to The
Bridgehampton National Bank.
|
| (e) |
“Board
of Directors” means the board of Directors of the
Company.
|
| (f) |
“Change
in Control” means a change in control of a nature
that:
|
| (i) |
would
be required to be reported in response to Item 5.01 of the Current
Report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);
or
|
| (ii) |
results
in a Change in Control of the Bank or the Company within the meaning
of
the Change In Bank Control Act, as amended, and applicable rules
and
regulations promulgated thereunder by the FRB, as in effect at the
time of
the Change in Control; or
|
| (iii) |
without
limitation such a Change in Control shall be deemed to have occurred
at
such time as: (a) any “person” (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of
securities of the Company representing 25% or more of the combined
voting
power of the Company’s outstanding securities except for any securities
purchased by the Bank’s employee stock ownership plan or trust; or (b)
individuals who constitute the Board on the date hereof (the “Incumbent
Board”) cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof
whose election was approved by a vote of at least three-quarters
of the
Directors comprising the Incumbent Board, or whose nomination for
election
by the Company’s stockholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for purposes
of this
clause (b), considered as though he were a member of the Incumbent
Board;
or (c) a plan of reorganization, merger, consolidation, sale of all
or
substantially all the assets of the Bank or the Company or similar
transaction in which the Bank or Company is not the surviving institution
occurs; or (d) a proxy statement is distributed soliciting proxies
from
stockholders of the Company, by someone other than the current management
of the Company, seeking stockholder approval of a plan of reorganization,
merger or consolidation of the Company or similar transaction with
one or
more corporations as a result of which shares of the Company are
exchanged
for or converted into cash
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or
property or securities not issued by the Company pursuant to such
plan of
reorganization or merger; or (e) a tender offer is made for 25% or
more of the voting securities of the Company and the shareholders
owning
beneficially or of record 25% or more of the outstanding securities
of the
Company have tendered or offered to sell their shares pursuant to
such
tender offer and such tendered shares have been accepted by the tender
offeror.
|
| (g) |
“Code”
means the Internal Revenue Code of 1986, as
amended.
|
| (h) |
“Committee”
means the committee designated, pursuant to Section 3 of the Plan,
to
administer the Plan. The Committee may consist of all Board members
who
satisfy the standards set forth in Section 3(a)(i) and (ii).
|
| (i) |
“Common
Stock” means the Common Stock of the Company, par value $0.01 per
share.
|
| (j) |
“Company”
means Bridge Bancorp, Inc., the stock holding company of the Bank,
and any
entity that succeeds to the business of Bridge Bancorp,
Inc.
|
| (k) |
“Director
Emeritus” means a former member of the Board who has been appointed to the
status of Director Emeritus by the Board of the Company or the
Bank.
|
| (l) |
“Disability”
means the inability to engage in any substantial gainful activity
by
reason of any medically determinable physical or mental impairment
which
can be expected to result in death or which lasted or can be expected
to
last for a continuous period of not less than 12 months. An individual
shall not be considered to be permanently and totally disabled unless
he/she furnishes proof of the existence thereof in such form and
manner,
and at such times, as the Secretary of the Treasury may require,
in
accordance with Section 22(e)(3) of the
Code.
|
| (m) |
“Employee”
means any person employed by the Company or an Affiliate. Directors
who
are also employed by the Company or an Affiliate shall be considered
Employees under the Plan.
|
| (n) |
“Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
|
| (o) |
“Exercise
Price” means the price at which an individual may purchase a share of
Common Stock pursuant to an Option.
|
| (p) |
“Fair
Market Value” means, when used in connection with the Common Stock on a
certain date, the final sales price of the Common Stock as reported
on the
NASDAQ®
stock market (or over-the-counter market) on such date, or if the
Common
Stock was not traded on such date, then on the day prior to such
date or
on the next preceding day on which the Common Stock was traded, and
without regard to after hours trading activity; provided, however,
that if
the Common Stock is not reported on the NASDAQ®
stock market (or over the counter market), Fair Market Value shall
mean
the average sale price of all shares of Common Stock sold during
the
30-day period immediately preceding the date on which such stock
option
was granted, and if no shares of stock have been sold within such
30-day
period, the average sale price of the last three sales of Common
Stock
sold during the 90-day period immediately preceding the date on which
such
stock option was granted. In the event Fair Market Value cannot be
determined in the manner described above, then Fair Market Value
shall be
determined by the Committee. The Committee is authorized, but is
not
required, to obtain an independent appraisal to determine the Fair
Market
Value of the Common Stock.
|
| (q) |
“FRB”
means the Board of Governors of the Federal Reserve
System.
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| (r) |
“Incentive
Stock Option” means a Stock Option granted under the Plan, that is
intended to meet the requirements of Section 422 of the
Code.
|
| (s) |
“Non-Statutory
Stock Option” means a Stock Option granted to an individual under the Plan
that is not intended to be and is not identified as an Incentive
Stock
Option, or an Option granted under the Plan that is
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intended
to be and is identified as an Incentive Stock Option, but that does not meet
the
requirements of Section 422 of the Code.
| (t) |
“Option”
or “Stock Option” means an Incentive Stock Option or a Non-Statutory Stock
Option, as applicable.
|
| (u) |
“Outside
Director” means a member of the Board(s) of Directors of the Company or an
Affiliate who is not also an
Employee.
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| (v) |
“Participant”
means an Employee or Outside Director who is granted an Award pursuant
to
the terms of the Plan.
|
| (w) |
“Plan”
means this Bridge Bancorp, Inc. 2006 Stock-Based Incentive
Plan.
|
| (x) |
“Restricted
Stock” means shares of Common Stock that may be granted under the Plan
that are subject to forfeiture until satisfaction of the conditions
of
their grant.
|
| (y) |
“Restricted
Stock Award” means an Award of shares of Restricted Stock granted to an
individual pursuant to Section 6(c) of the
Plan.
|
| (z) |
“Retirement”
means retirement from employment with the Company or an Affiliate
on or
after the Employee’s attainment of age 65 or as otherwise set forth in the
Award agreement; provided, however, that unless the Committee specifies
otherwise, an Employee who is also a member of the Board of Directors,
shall not be deemed to have retired until both service as an Employee
and
as a member of the Board of Directors has ceased. “Retirement” with
respect to an Outside Director means termination of service on the
Board(s) of Directors of the Company or any Affiliate in accordance
with
applicable Company policy following the provision of written notice
to
such Board(s) of Directors of the Outside Director’s intention to retire.
Notwithstanding the foregoing, unless the Committee specifies otherwise,
a
director shall not be deemed to have retired if such director becomes
a
Director Emeritus following his termination of service as a
director.
|
| (aa) |
“Stock
Appreciation Right” means the right, as defined in Section 6(b), that
may be granted to a Participant in tandem with the grant of a Stock
Option.
|
| (bb) |
“Termination
for Cause” means the termination upon personal dishonesty, willful
misconduct, any breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, or the willful violation
of
any law, rule or regulation (other than traffic violations or similar
offenses) or a final cease-and-desist order, any of which results
in a
material loss (economic or reputation) to the Company or an
Affiliate.
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| 3. |
ADMINISTRATION.
|
| (a) |
Committee.
The Committee shall administer the Plan. The Committee shall consist
of
two or more disinterested Directors of the Company, who shall be
appointed
by Board of Directors. A member of the Board of Directors shall be
deemed
to be disinterested only if he or she satisfies: (i) such requirements
as
the Securities and Exchange Commission may establish for non-employee
Directors administering plans intended to qualify for exemption under
Rule
16b-3 (or its successor) of the Exchange Act; and (ii) if, considered
appropriate by the Board of Directors in its sole discretion, such
requirements as the Internal Revenue Service may establish for Outside
Directors acting under plans intended to qualify for exemption under
Section 162(m)(4)(C) of the Code. The Board of Directors or the Committee
may also delegate, to the extent permitted by applicable law and
not
inconsistent with Rule 16b-3, to one or more officers of the Company,
its
powers under this Plan to (a) designate the officers and employees
of the
Company who will receive Awards and (b) determine the number of Awards
to
be received by them, pursuant to a resolution that specifies the
total
number of rights or Options that may be granted under the delegation,
provided that no officer may be delegated the power to designate
himself
or herself as a recipient of such Options or rights.
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| (b) |
Role
of Committee.
Subject to paragraph (a) of this Section 3, the Committee shall have
the
authority to interpret, construe and implement the Plan and any rules,
regulations, guidelines or agreements adopted hereunder and to adopt
such
rules, regulations and guidelines for carrying out the Plan as it
may deem
necessary or proper. These powers shall include, but not be limited
to,
(i) determination of the type or types of awards to be granted under
the
Plan; (ii) determination of the terms and conditions of any awards
under
the Plan; (iii) determination of whether, to what extent and under
what
circumstances awards may be settled, paid or exercised in cash, shares,
other securities, or other awards, or other property, or accelerated,
canceled, extended, forfeited or suspended; (iv) adoption of
modifications, amendments, procedures, subplans and the like as are
necessary; (v) subject to the rights of participants, modification,
change, amendment or cancellation of any award to correct an
administrative error; and (vi) taking any other action the Committee
deems necessary or desirable for the administration of the Plan.
Without
limiting the foregoing, the Committee may, in its sole discretion,
accelerate or extend the time at which any Stock Option or Stock
Appreciation Right may be exercised, or any Stock Award may vest,
in whole
or in part, provided, however, that with respect to an Incentive
Stock
Option, it must be consistent with the terms of Section 422 of the
Code in
order to continue to qualify as an Incentive Stock Option. All
determinations, interpretations, and other decisions under or with
respect
to the Plan or any award by the Committee shall be final, conclusive
and
binding upon the Company, any Participant, and any holder or beneficiary
of any award under the Plan.
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| (c) |
Award
Agreements.
Each Award granted under the Plan shall be evidenced by a written
agreement (i.e., an “Award Agreement”). Each Award Agreement shall
constitute a binding contract between the Company or an Affiliate
and the
Participant, and every Participant, upon acceptance of an Award Agreement,
shall be bound by the terms and restrictions of the Plan and the
Award
Agreement. The terms of each Award Agreement shall be set in accordance
with the Plan, but each Award Agreement may also include any additional
provisions and restrictions determined by the Committee. In particular,
and at a minimum, the Committee shall set forth in each Award
Agreement:
|
| (i) | the type of Award granted; |
| (ii) | the Exercise Price for any Option; |
| (iii) | the number of shares or rights subject to the Award; |
| (iv) | the expiration date of the Award; |
| (v) |
the
manner, time and rate (cumulative or otherwise) of exercise or
vesting of
the Award; and
|
| (vi) |
the
restrictions, if any, placed on the Award, or upon shares which
may be
issued upon the exercise or vesting of the
Award.
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The
Chairperson of the Committee and such other Directors and employees as shall
be
designated by the Committee are hereby authorized to execute Award Agreements
on
behalf of the Company or an Affiliate and to cause them to be delivered to
the
recipients of Awards granted under the Plan.
4. ELIGIBILITY.
Subject
to the terms of the Plan, Employees and Outside Directors, as the Committee
shall determine from time to time, shall be eligible to participate in the
Plan.
5. SHARES
OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS.
| (a) |
Shares
Available.
Subject to the provisions of Section 8, the capital stock that may be
delivered under this Plan shall be shares of the Company’s Common Stock,
which may be issued directly by the Company from authorized but unissued
shares or treasury shares or shares purchased by the Plan in the
open
market.
|
| (b) |
Share
Limits.
Subject to adjustments, if any, provided in Section 9, the maximum
number of shares of
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Common
Stock that may be delivered pursuant to Awards granted under this
Plan
(the “Share Limit”) equals 620,000 shares. The following limits also apply
with respect to Awards granted under this
Plan:
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(i)
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The
maximum aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Incentive Stock Options is 400,000. The
maximum number of Stock Options that may be awarded to any Employee
is
125,000 Stock Options. For these purposes, only the net number of
shares
issued pursuant to the exercise of a Stock Option are counted against
the
maximum number of shares.
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(ii)
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Subject
to adjustment pursuant to Section 9 hereof, the maximum number of
shares of Common Stock that may be delivered pursuant to Restricted
Stock
Awards granted under this Plan is 310,000
shares.
|
| (c) |
Reissue
of Awards and Shares.
Shares that are subject to or underlie Awards which expire or for
any
reason are cancelled or terminated, are forfeited, fail to vest,
or for
any other reason are not paid or delivered under this Plan shall
again be
available for subsequent Awards under this Plan. Shares that are
exchanged
by a Participant or withheld by the Company as full or partial payment
in
connection with any Award under the Plan, as well as any shares exchanged
by a Participant or withheld by the Company to satisfy the tax withholding
obligations related to any Award under the Plan, shall be available
for
subsequent Awards under this Plan.
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| (d) |
Reservation
of Shares; No Fractional Shares; Minimum Issue.
The Company shall at all times reserve a number of shares of Common
Stock
sufficient to cover the Company’s obligations and contingent obligations
to deliver shares with respect to Awards then outstanding under this
Plan.
No fractional shares shall be delivered under this Plan. The Committee
may
pay cash in lieu of any fractional shares in settlements of Awards
under
this Plan. No fewer than 100 shares may be purchased on exercise
of any
Award unless the total number purchased or exercised is the total
number
at the time available for purchase or exercise under the
Award.
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6. AWARDS.
The
Committee shall determine the type or types of Award(s) to be made to each
selected eligible individual. Awards may be granted singly, in combination
or in
tandem. Awards also may be made in combination or in tandem with, in replacement
of, as alternatives to, or as the payment form for grants or rights under any
other employee or compensation plan of the Company. The types of Awards that
may
be granted under this Plan are:
| (a) |
Stock
Options.
The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but not previously
awarded
under the Plan, grant Stock Options to employees and Outside Directors,
subject to terms and conditions as it may determine, to the extent
that
such terms and conditions are consistent with the following
provisions:
|
| (i) |
Exercise
Price.
The Exercise Price shall not be less than one hundred percent (100%)
of
the Fair Market Value of the Common Stock on the date of grant. Once
granted, the Exercise Price of an Option may not be
changed.
|
| (ii) |
Terms
of Options.
In no event may an individual exercise an Option, in whole or in
part,
more than ten (10) years from the date of
grant.
|
| (iii) |
Non-Transferability.
Unless otherwise determined by the Committee, an individual may
not
transfer, assign, hypothecate, or dispose of an Option in any manner,
other than by will or the laws of intestate succession. The Committee
may,
however, in its sole discretion, permit the transfer or assignment
of a
Non-Statutory Stock Option, if it determines that the transfer
or
assignment is for valid estate planning purposes and is permitted
under
the Code and Rule 16b-3 of the Exchange Act. For purposes of this
Section
6(a), a transfer for valid estate planning purposes includes, but
is not
limited to, transfers:
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(1)
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to
a revocable inter vivos trust, as to which an individual is both
settlor
and trustee;
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(2)
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for
no consideration to: (a) any member of the individual’s Immediate Family;
(b) a trust solely for the benefit of members of the individual’s
Immediate Family; (c) any partnership whose only partners are members
of
the individual’s Immediate Family; or (d) any limited liability
corporation or other corporate entity whose only members or equity
owners
are members of the individual’s Immediate
Family.
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(3)
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For
purposes of this Section, “Immediate Family” includes, but is not
necessarily limited to, a Participant’s parents, grandparents, spouse,
children, grandchildren, siblings (including half brothers and sisters),
and individuals who are family members by adoption. Nothing contained
in
this Section shall be construed to require the Committee to give
its
approval to any transfer or assignment of any Non-Statutory Stock
Option
or portion thereof, and approval to transfer or assign any Non-Statutory
Stock Option or portion thereof does not mean that such approval
will be
given with respect to any other Non-Statutory Stock Option or portion
thereof. The transferee or assignee of any Non-Statutory Stock Option
shall be subject to all of the terms and conditions applicable to
such
Non-Statutory Stock Option immediately prior to the transfer or assignment
and shall be subject to any other conditions prescribed by the Committee
with respect to such Non-Statutory Stock
Option.
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(iv)
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Special
Rules for Incentive Stock Options.
Notwithstanding the foregoing provisions, the following rules shall
further apply to grants of Incentive Stock
Options:
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(1)
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If
an Employee owns or is treated as owning, for purposes of Section
422 of
the Code, Common Stock representing more than ten percent (10%) of
the
total combined voting securities of the Company at the time the Committee
grants the Incentive Stock Option (a “10% Owner”), the Exercise Price
shall not be less than one hundred ten percent (110%) of the Fair
Market
Value of the Common Stock on the date of
grant.
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(2)
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An
Incentive Stock Option granted to a 10% Owner shall not be exercisable
more than five (5) years from the date of
grant.
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(3)
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To
the extent the aggregate Fair Market Value of shares of Common Stock
with
respect to which Incentive Stock Options are exercisable for the
first
time during any calendar year under the Plan or any other stock option
plan of the Company, exceeds $100,000, or such higher value as may
be
permitted under Section 422 of the Code, Incentive Stock Options
in excess
of the $100,000 limit shall be treated as Non-Statutory Stock Options.
Fair Market Value shall be determined as of the date of grant for
each
Incentive Stock Option.
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(4)
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Each
Award Agreement for an Incentive Stock Option shall require the
individual
to notify the Committee within ten (10) days of any disposition
of shares
of Common Stock under the circumstances described in Section 421(b)
of the
Code (relating to certain disqualifying
dispositions).
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| (b) |
Stock
Appreciation Rights.
A
Stock Appreciation Right is the right to receive a payment in Common
Stock
equal to the excess of the Fair Market Value of a specified number
of
shares of Common Stock on the date the Stock Appreciation Right is
exercised over the Fair Market Value of the Common Stock on the date
of
grant of the Stock Appreciation Right as set forth in the applicable
award
agreement. No Stock Appreciation Right shall be granted unless
(i) the Stock Appreciation Right is settled solely in Common Stock of
the Company and (ii) there is no opportunity to further defer the
income received on the exercise of the Stock Appreciation
Right.
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| (c) |
Restricted
Stock Awards.
The Committee may make grants of Restricted Stock Awards, which shall
consist of the grant of some number of shares of Common Stock to
an
individual upon such terms and
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conditions
as it may determine, to the extent such terms and conditions are
consistent with the following
provisions:
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(i)
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Grants
of Stock.
Restricted Stock Awards may only be granted in whole shares of Common
Stock.
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(ii)
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Non-Transferability.
Except to the extent permitted by the Code, the rules promulgated
under
Section 16(b) of the Exchange Act or any successor statutes or
rules:
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(1)
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The
recipient of a Restricted Stock Award grant shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the grant
until
full vesting of such shares has occurred. For purposes of this section,
the separation of beneficial ownership and legal title through the
use of
any “swap” transaction is deemed to be a prohibited
encumbrance.
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(2)
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Unless
otherwise determined by the Committee, and except in the event of
the
Participant’s death or pursuant to a qualified domestic relations order, a
Restricted Stock Award grant is not transferable and may be earned
only by
the individual to whom it is granted during his or her lifetime.
Upon the
death of a Participant, a Restricted Stock Award is transferable
by will
or the laws of descent and distribution. The designation of a beneficiary
shall not constitute a transfer.
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(3)
|
If
the recipient of a Restricted Stock Award is subject to the provisions
of
Section 16 of the Exchange Act, shares of Common Stock subject to
the
grant may not, without the written consent of the Committee (which
consent
may be given in the Award Agreement), be sold or otherwise disposed
of
within six (6) months following the date of
grant.
|
| (iii) |
Issuance
of Certificates.
The Company shall cause to be issued a stock certificate evidencing
such
shares, registered in the name of the Participant to whom the Restricted
Stock Award was granted; provided, however, that the Company may
not cause
a stock certificate to be issued unless it has received a stock power
duly
endorsed in blank with respect to such shares. Each stock certificate
shall bear the following legend:
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“The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including forfeiture
provisions and restrictions against transfer) contained in the Bridge Bancorp,
Inc. 2006 Stock-Based Incentive Plan and the related Award Agreement entered
into between the registered owner of such shares and Bridge Bancorp, Inc. or
its
Affiliates. A copy of the Plan and Award Agreement is on file in the office
of
the Corporate Secretary of Bridge Bancorp, Inc.”
This
legend shall not be removed until the individual becomes vested in such shares
pursuant to the terms of the Plan and Award Agreement. Each certificate issued
pursuant to this Section 6(c) shall be held by the Company or its
Affiliates, unless the Committee determines otherwise.
Notwithstanding
the foregoing, the Company may, in its sole discretion, issue Restricted Stock
Awards in any other approved format (e.g. DTC) in order to facilitate the
paperless transfer of such Awards. In the event Restricted Stock Awards are
not
issued in certificate form, the Company and the transfer agent shall maintain
appropriate bookkeeping entries that evidence Participants’ ownership of such
Awards. Restricted Stock Awards that are not issued in certificate form shall
be
subject to the same terms and conditions of this Plan, including Section
6(c)(iv) and 6(c)(v), as any Restricted Stock Awards granted in certificated
form.
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(iv)
|
Treatment
of Dividends.
Participants are entitled to all dividends and other distributions
declared and paid on all shares of Common Stock subject to a Restricted
Stock Award, from and after the date such shares are awarded or from
and
after such later date as may be specified by the Committee in the
Award
Agreement, and the Participant shall not be required to return any
such
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dividends
or other distributions to the Company in the event of forfeiture
of the
Restricted Stock Award.
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|
(v)
|
Voting
of Restricted Stock Awards.
Participants who are granted Restricted Stock Awards may vote all
unvested
shares of Common Stock subject to their Restricted Stock
Awards.
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7. PAYMENTS;
CONSIDERATION FOR AWARDS.
| (a) |
Payments.
Payment for Awards may be made in the form of cash, Common Stock,
or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose.
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| (b) |
Consideration
for Awards.
The Exercise Price for any Award granted under this Plan or the Common
Stock to be delivered pursuant to an Award, as applicable, may be
paid by
means of any lawful consideration as determined by the Committee,
including, without limitation, one or a combination of the following
methods:
|
|
(i)
|
cash,
check payable to the order of the Company, or electronic funds
transfer;
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(ii)
|
the
delivery of previously owned shares of Common
Stock;
|
|
(iii)
|
reduction
in the number of shares otherwise deliverable pursuant to the Award;
or
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(iv)
|
subject
to such procedures as the Committee may adopt, pursuant to a “cashless
exercise” with a third party who provides financing for the purposes of
(or who otherwise facilitates) the purchase or exercise of
Awards.
|
In
no
event shall any shares newly issued by the Company be issued for less than
the
minimum lawful consideration for such shares or for consideration other than
consideration permitted by applicable state law. In the event that the Committee
allows a Participant to exercise an Award by delivering shares of Common Stock
previously owned by such Participant and unless otherwise expressly provided
by
the Committee, any shares delivered which were initially acquired by the
Participant from the Company (upon exercise of a stock option or otherwise)
must
have been owned by the Participant at least six months as of the date of
delivery. Shares of Common Stock used to satisfy the Exercise Price of an Option
shall be valued at their Fair Market Value on the date of exercise. The Company
will not be obligated to deliver any shares unless and until it receives full
payment of the Exercise Price and any related withholding obligations under
Section 10(e), or until any other conditions applicable to exercise or
purchase have been satisfied. Unless expressly provided otherwise in the
applicable Award Agreement, the Committee may at any time eliminate or limit
a
Participant’s ability to pay the purchase or Exercise Price of any Award or
shares by any method other than cash payment to the Company.
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8. EFFECT
OF TERMINATION OF SERVICE ON AWARDS.
| (a) |
General.
The Committee shall establish the effect of a termination of employment
or
service on the continuation of rights and benefits available under
an
Award or this Plan and, in so doing, may make distinctions based
upon,
among other things, the cause of termination and type of Award. Unless
the
Committee shall specifically state otherwise at the time an Award
is
granted, all Awards to an Employee or Outside Director shall vest
immediately upon such individual’s death, Disability or Retirement. Unless
otherwise provided in an Award Agreement, the following provisions
shall
apply to each award granted under this
Plan:
|
| (i) |
Upon
the termination of a Participant’s service for any reason other than
Disability, Retirement, Change in Control, death or Termination for
Cause,
Stock Options and Stock Appreciation Rights shall be exercisable
only as
to those shares that were immediately exercisable by such Participant
at
the date of termination, and Stock Options and Stock Appreciation
Rights
may be exercised only for a period of three months following termination,
and any shares of Restricted Stock that have not vested as of the
date of
termination shall expire and be forfeited.
|
| (ii) |
In
the event of a Termination for Cause, all Stock Options, Stock
Appreciation Rights and Restricted Stock Awards granted to a Participant
under the Plan not exercised or vested shall expire and be
forfeited.
|
| (iii) |
Upon
the termination of service for reason of Disability, Retirement or
death,
and upon a Change in Control, all Stock Options and Stock Appreciation
Rights shall be exercisable as to all shares subject to an outstanding
award whether or not then exercisable, and all Restricted Stock Awards
shall vest as to all shares subject to an outstanding award, whether
or
not otherwise immediately vested, at the date of termination or Change
in
Control, and Stock Options and Stock Appreciation Rights may be exercised
for a period of one year following termination or Change in Control.
Provided, however, that no Stock Option shall be eligible for treatment
as
an Incentive Stock Option in the event such option is exercised more
than
one year following termination of employment due to death or Disability
and provided further, in order to obtain Incentive Stock Option treatment
for options exercised by heirs or devisees of an optionee, the optionee’s
death must have occurred while employed or within three (3) months
of
termination of employment.
|
| (b) |
Events
Not Deemed Terminations of Employment or Service.
Unless Company policy or the Committee provides otherwise, the employment
relationship shall not be considered terminated in the case of
(a) sick leave, (b) military leave, or (c) any other leave of absence
authorized by the Company or the Committee; provided that, unless
reemployment upon the expiration of such leave is guaranteed by contract
or law, such leave is for a period of not more than 90 days. In the
case
of any Employee on an approved leave of absence, continued vesting
of the
Award while on leave may be suspended until the Employee returns
to
service, unless the Committee otherwise provides or applicable law
otherwise requires. In no event shall an Award be exercised after
the
expiration of the term set forth in the Award
Agreement.
|
| (c) |
Effect
of Change of Affiliate Status.
For purposes of this Plan and any Award, if an entity ceases to be
an
Affiliate of the Company, a termination of employment or service
shall be
deemed to have occurred with respect to each individual who does
not
continue as an Employee or Outside Director with another entity within
the
Company after giving effect to the Affiliate’s change in
status.
|
9. ADJUSTMENTS;
ACCELERATION UPON A CHANGE IN CONTROL.
| (a) |
Adjustments.
If
the shares of Common Stock are changed into or exchanged for a different
number of kind of shares or other securities of the Company on account
of
any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease
in
such shares effected without receipt of consideration by the Company
occurring after the Effective Date, the number and kinds of shares
for
which grants of Stock
|
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9
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|
Options,
Stock Appreciation Rights or Stock Awards may be made under the Plan
shall
be adjusted proportionately and accordingly by the Committee. In
addition,
the number and kind of shares for which grants are outstanding shall
be
adjusted proportionately and accordingly so that the proportionate
interest of the grantee immediately following such event shall, to
the
extent practicable, be the same as immediately before such event.
Any such
adjustment in outstanding Stock Options shall not change the aggregate
Stock Option purchase price payable with respect to shares that are
subject to the unexercised portion of the Stock Option outstanding
but
shall include a corresponding proportionate adjustment in the Stock
Option
purchase price per share.
|
| (b) |
Committee
Action.
Upon any of the events set forth in Section 9(a), the Committee may
take such action prior to such event to the extent that the Committee
deems the action necessary to permit the Participant to realize the
benefits intended to be conveyed with respect to the Awards in the
same
manner as is or will be available to stockholders of the Company
generally. In the case of any stock split or reverse stock split,
if no
action is taken by the Committee, the proportionate adjustments
contemplated by Section 9(a) above shall nevertheless be
made.
|
| (c) |
Automatic
Acceleration of Awards.
Upon a Change in Control of the Company, each Stock Option and Stock
Appreciation Right then outstanding shall become fully vested and
all
Restricted Stock Awards then outstanding shall fully vest free of
restrictions.
|
10. MISCELLANEOUS
PROVISIONS.
| (a) |
Compliance
with Laws.
This Plan, the granting and vesting of Awards under this Plan, the
offer,
issuance and delivery of shares of Common Stock, the acceptance of
promissory notes and/or the payment of money under this Plan or under
Awards are subject to all applicable federal and state laws, rules
and
regulations (including, but not limited to, state and federal securities
laws) and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of securities law counsel for the
Company, be necessary or advisable in connection therewith. The person
acquiring any securities under this Plan will, if requested by the
Company, provide such assurances and representations to the Company
as may
be deemed necessary or desirable to assure compliance with all applicable
legal and accounting requirements.
|
| (b) |
Claims.
No
person shall have any claim or rights to an Award (or additional
Awards,
as the case may be) under this Plan, subject to any express contractual
rights to the contrary (set forth in a document other than this
Plan).
|
| (c) |
No
Employment/Service Contract.
Nothing contained in this Plan (or in any other documents under this
Plan
or in any Award Agreement) shall confer upon any Participant any
right to
continue in the employ or other service of the Company, constitute
any
contract or agreement of employment or other service or affect an
Employee’s status as an employee-at-will, nor interfere in any way with
the right of the Company to change a Participant’s compensation or other
benefits, or terminate his or her employment or other service, with
or
without cause. Nothing in this Section 10(c), however, is intended to
adversely affect any express independent right of such Participant
under a
separate employment or service contract other than an Award
Agreement.
|
| (d) |
Plan
Not Funded.
Awards payable under this Plan shall be payable in shares of Common
Stock
or from the general assets of the Company. No Participant, beneficiary
or
other person shall have any right, title or interest in any fund
or in any
specific asset (including shares of Common Stock, except as expressly
provided otherwise) of the Company by reason of any Award hereunder.
Neither the provisions of this Plan (or of any related documents),
nor the
creation or adoption of this Plan, nor any action taken pursuant
to the
provisions of this Plan shall create, or be construed to create,
a trust
of any kind or a fiduciary relationship between the Company and any
Participant, beneficiary or other person. To the extent that a
Participant, beneficiary or other person acquires a right to receive
payment pursuant to any Award hereunder, such right shall be no greater
than the right of any unsecured general creditor of the
Company.
|
| (e) |
Tax
Withholding.
Upon any exercise, vesting, or payment of any Award, or upon the
disposition of shares of Common Stock acquired pursuant to the exercise
of
an Incentive Stock Option prior to satisfaction of the
|
-
10
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holding
period requirements of Section 422 of the Code, the Company shall have the
right, at its option, to:
|
(i)
|
require
the Participant (or the Participant’s personal representative or
beneficiary, as the case may be) to pay or provide for payment of
at least
the minimum amount of any taxes which the Company may be required
to
withhold with respect to such Award or payment;
or
|
|
(ii)
|
deduct
from any amount otherwise payable in cash to the Participant (or
the
Participant’s personal representative or beneficiary, as the case may be)
the minimum amount of any taxes which the Company may be required
to
withhold with respect to such cash
payment.
|
In
any
case where a tax is required to be withheld in connection with the delivery
of
shares of Common Stock under this Plan, the Committee may, in its sole
discretion (subject to Section 10(a)) grant (either at the time of the Award
or
thereafter) to the Participant the right to elect, pursuant to such rules and
subject to such conditions as the Committee may establish, to have the Company
reduce the number of shares to be delivered by the number of shares necessary
to
satisfy the minimum applicable withholding obligation on exercise, vesting
or
payment, valued in a consistent manner at their Fair Market Value. In no event
shall the shares withheld exceed the minimum whole number of shares required
for
tax withholding under applicable law. The Company may, with the Committee’s
approval, accept one or more promissory notes from any Participant in connection
with taxes required to be withheld upon the exercise, vesting or payment of
any
Award under this Plan; provided, however, that any such note shall be subject
to
terms and conditions established by the Committee and the requirements of
applicable law.
| (f) |
Effective
Date, Termination and Suspension, Amendments.
This Plan is effective upon receipt of shareholder approval. Unless
earlier terminated by the Board, this Plan shall terminate at the
close of
business on the day before the tenth anniversary of the effective
date.
After the termination of this Plan either upon such stated expiration
date
or its earlier termination by the Board, no additional Awards may
be
granted under this Plan, but previously granted Awards (and the authority
of the Committee with respect thereto, including the authority to
amend
such Awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this
Plan.
|
|
(i)
|
Termination;
Amendment.
Subject to applicable laws and regulations, the Board of Directors
may, at
any time, terminate or, from time to time, amend, modify or suspend
this
Plan, in whole or in part; provided, however, that no amendment may
have
the effect of repricing Options. No Awards may be granted during
any
period that the Board of Directors suspends this
Plan.
|
|
(ii)
|
Stockholder
Approval.
Any amendment to this Plan shall be subject to stockholder approval
to the
extent then required by applicable law or any applicable listing
agency or
required under Sections 162, 422 or 424 of the Code to preserve the
intended tax consequences of this Plan, or deemed necessary or advisable
by the Board.
|
|
(iii)
|
Limitations
on Amendments to Plan and Awards.
No amendment, suspension or termination of this Plan or change affecting
any outstanding Award shall, without the written consent of the
Participant, affect in any manner materially adverse to the Participant
any rights or benefits of the Participant or obligations of the Company
under any Award granted under this Plan prior to the effective date
of
such change. Changes, settlements and other actions contemplated
by
Section 9 shall not be deemed to constitute changes or amendments for
purposes of this
Section 10(f).
|
| (g) |
Governing
Law; Compliance with Regulations; Construction;
Severability.
|
|
(i)
|
Governing
Law.
This Plan, the Awards, all documents evidencing Awards and all other
related documents shall be governed by, and construed in accordance
with,
the laws of the State of New York, except to the extent that federal
law
shall apply.
|
|
(ii)
|
Severability.
If
a court of competent jurisdiction holds any provision invalid and
unenforceable, the remaining provisions of this Plan shall continue
in
effect.
|
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11
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|
(iii)
|
Plan
Construction; Rule 16b-3.
It is the intent of the Company that the Awards and transactions
permitted
by Awards be interpreted in a manner that, in the case of Participants
who
are or may be subject to Section 16 of the Exchange Act, qualify,
to the
maximum extent compatible with the express terms of the Award, for
exemption from matching liability under Rule 16b-3 promulgated under
the
Exchange Act. Notwithstanding the foregoing, the Company shall have
no
liability to any Participant for Section 16 consequences of Awards
or
events affecting Awards if an Award or event does not so
qualify.
|
| (h) |
Captions.
Captions and headings are given to the sections and subsections of
this
Plan solely as a convenience to facilitate reference. Such headings
shall
not be deemed in any way material or relevant to the construction
or
interpretation of this Plan or any provision
thereof.
|
| (i) |
Non-Exclusivity
of Plan.
Nothing in this Plan shall limit or be deemed to limit the authority
of
the Board of Directors or the Committee to grant Awards or authorize
any
other compensation, with or without reference to the Common Stock,
under
any other plan or authority.
|
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12
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