YARDVILLE NATIONAL BANCORP STOCK OPTION AGREEMENT
EXHIBIT
10.24
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DIRECTOR
NAME:
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EXERCISE
PRICE:
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NUMBER
OF SHARES:
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2003
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Yardville
National Bancorp, a New Jersey corporation (the “Company”), this [Date
Immediately Following Date of Annual Meeting]
(the
“Option Date”), pursuant to its 2003 Stock Option Plan for Non-Employee
Directors (the “Plan”) hereby grants to ______________
(the
“Optionee”) an option to purchase shares of the Common Stock, no par value, of
the Company (the “Common Stock”) in the amount and on the terms and conditions
set forth herein.
1. Incorporation
of Plan by Reference.
The
provisions of the Plan, a copy of which is being furnished herewith to the
Optionee, are incorporated by reference herein and shall govern as to all
matters not expressly provided for in this Stock Option Agreement (the
“Agreement”). Terms not defined herein shall have the meanings set forth in the
Plan. In the event of any conflict between the terms of this Agreement and
the
Plan, the terms of the Plan shall govern.
2. Grant
of Option.
The
Company hereby grants to the Optionee an option (the “Option”) to purchase all
or any part of an aggregate of [3,000/other]
shares
of Common Stock on the terms and conditions set forth herein. The Option is
not
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986.
3. Purchase
Price.
The
purchase price of the Common Stock subject to the Option shall be
______________ ($)
______________ per share, subject to adjustment as provided in Paragraph 6
below and subject to the terms and conditions of the Plan.
4. Terms
of Option.
a. Vesting.
This
Option shall be immediately exercisable. Except as otherwise set forth herein,
the last date on which the Option may be exercised
is ______________, ______________ (“Expiration
Date”). Any portion of the Option not exercised by its Expiration Date shall
lapse at the close of business on that date and shall be null and void
thereafter.
b. Final
Termination.
Notwithstanding anything to the contrary set forth in Paragraph 4(a), the Option
shall no longer be exercisable ten years from the date hereof and or such
shorter time as is prescribed in the Plan or in this Agreement.
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c. Restrictions.
This
Option is subject to all of the terms and conditions set forth in the Plan
including, but not limited to, the following:
(1) This
Option is not transferable, as provided in Section 7 of the Plan;
(2) If
the
Optionee ceases to serve as a Director on the Board for any reason other than
termination for Cause, this Option shall remain exercisable until the earlier
of
one year from the date of termination or its Expiration Date, as provided in
Section 5(e) of the Plan.
(3) If
the
Optionee’s service as a Director on the Board is terminated for Cause, this
Option shall terminate as of the date of such Optionee’s termination of service,
as provided in Section 5(e) of the Plan.
d. Exercise.
This
Option shall be exercised by notice to the Company in such form as may be
prescribed by the Company, accompanied by full payment in cash or check (or
shares of Common Stock of the Company), as set forth in Section 5(f) of the
Plan.
e. Securities
Law Restrictions.
The
exercise of this Option and the obligations of the Company to issue or transfer
shares of Common Stock under the Option shall be subject to all applicable
laws
and to approvals by any governmental or regulatory agency as may be required
including, without limitation, the effectiveness of any registration statement
required under the Securities Act of 1933, as amended (the “Act”), and the rules
and regulations of any securities exchange or market on which the Common Stock
may be listed or traded. The Company is under no obligation to file a
registration statement under the Act with respect to the Common Stock issued
upon exercise of the Option. As provided by Section 12 of the Plan, no Common
Stock shall be issued or transferred in connection with this Option unless
and
until all legal requirements applicable to the issuance or transfer of such
Common Stock have been complied with to the satisfaction of the Committee.
The
Committee shall have the right to condition the grant of this Option on the
Optionee’s undertaking in writing to comply with such restrictions on his or her
subsequent disposition of such shares of Common Stock as the Committee shall
deem necessary or advisable as a result of any applicable law, regulation or
interpretation thereof, and certificates representing such shares may be
legended to reflect any such restrictions. Certificates representing shares
of
Common Stock issued under the Plan will be subject to such stop-transfer orders
and other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon.
If
the Common Stock is issued in a transaction exempt from the Act, the shares
shall bear the following restrictive legend:
“These
shares have not been registered under the Securities Act of 1933. No transfer
of
the shares may be affected without an opinion of counsel to the Company stating
that the transfer is exempt from registration under the Securities Act of 1933
and any applicable state securities laws or that the transfer of the shares
is
covered by an effective registration statement with respect to the
shares.”
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5. Restrictions
on Transfer.
This
Option may not be transferred, assigned, pledged or hypothecated and shall
not
be subject to execution, attachment or similar process. In the event the terms
of this Paragraph 5 are not complied with by the Optionee, or if the Option
is
subject to execution, attachment or similar process, this Option shall
immediately lapse and become null and void.
6. Anti-Dilution
Provisions.
If
prior to the expiration of the Option there shall occur any change in
outstanding Common Stock of the Company by reason of any stock dividend, stock
split, spinoff, combination or exchange of shares, merger, consolidation,
recapitalization, reorganization or the like, and as often as the same shall
occur, then the kind and number of shares subject to the Option, or the purchase
price per share of Common Stock, or both, shall be adjusted by the Board in
such
manner as it may deem equitable, the determination of which shall be binding
and
conclusive.
7. Acceptance
of Provisions.
The
execution of this Agreement by the Optionee shall constitute the Optionee’s
acceptance of and agreement to all terms and conditions of the Plan and this
Agreement.
8. Notices.
All
notices and other communications required or permitted under the Plan and this
Agreement shall be in writing and shall be given either by (i) personal delivery
or regular mail, in each case against receipt, (ii) first class registered
or
certified mail, return receipt requested or (iii) facsimile transmission. Any
such communication shall be deemed to have been given (a) on the date of receipt
in the cases referred to in clauses (i) and (iii) of the preceding sentence
and
(b) on the second day after the date of mailing in the cases referred to in
clause (ii) of the preceding sentence. All such communications to the Company
shall be addressed to it, to the attention of its Secretary or Treasurer, at
its
then principal office and to the Optionee at his or her last address appearing
on the records of the Company, or in each case, to such other person or address
as may be designated by like notice hereunder.
9. Miscellaneous.
This
Agreement and the Plan contain a complete statement of all the arrangements
between the parties with respect to their subject matter, and this Agreement
may
not be changed except by writing executed by both parties. This Agreement shall
be governed and construed in accordance with the laws of the State of New Jersey
applicable to agreements made and to be performed exclusively in New Jersey.
The
headings of this Agreement are solely for convenience of reference and shall
not
affect its meaning or interpretation.
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By:
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______________________________
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▇▇▇▇▇▇▇
▇. ▇▇▇▇
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Chief
Executive Officer
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______________________________
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Optionee
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