Exhibit 4
NON-QUALIFIED STOCK OPTION
GRANT AGREEMENT
THIS AGREEMENT shall hereby evidence the grant by
HUBCO, Inc. (the "Company"), on June 30, 1995 (the "Date of
Grant"), to Xxxxxx X. Xxxxxxx, (the "Optionee") as part of the
Optionee's compensation, the Non-Qualified Stock Options set
forth below on the terms and subject to the conditions of this
Agreement.
BACKGROUND
WHEREAS, Optionee has been employed as the President
and Chief Executive Officer of Urban National Bank;
WHEREAS, in such capacity, Optionee was awarded Options
from Urban National Bank in 1992 and 1993;
WHEREAS, pursuant to that certain Amended and Restated
Agreement and Plan of Merger dated as of February 14, 1995, Urban
National Bank is being acquired by HUBCO, Inc. and merged into
Xxxxxx United Bank; and
WHEREAS, HUBCO, Inc. wishes to assume the obligations
of Urban National Bank with regard to the Optionee's Options on
the terms set forth herein.
1. THE OPTIONS
The Company hereby grants the Optionee the following
options: (1) an option to purchase 10,850 shares of the Common
Stock of the Company (the "A Option"); and (2) an option to
purchase 21,700 shares of the Common Stock of the Company (the "B
Option"). The A Option and the B Option referred to herein as
the "Options", and the shares issued upon exercise of the Options
referred to as the "Optioned Shares".
2. OPTION PRICE
The price at which the Optioned Shares may be purchased
is as follows: for the A Options, $4.608 per share, and for the
B Options, $4.147 per share.
3. OPTION TERMS
Subject to Paragraph 3 hereof, the right to exercise
the Options shall commence on June 30, 1995, and shall expire on
June 1, 2002, for the A Options and September 13, 2003 for the B
Options, except that:
(a) IN THE EVENT OF RETIREMENT. If the Optionee's
employment terminates by reason of his retirement (other than
retirement for permanent and total disability as defined in
Section 105(d)(4) of the Internal Revenue Code) pursuant to the
terms of a pension or retirement plan, an Option may thereafter
be exercised to the extent it was exercisable at the time of such
retirement but may not be exercised after the expiration of the
period of three years from the date of such termination of
employment or of the stated period of the Option, whichever
period is the shorter; provided, however, that if the Optionee
dies within three years after such termination of employment, any
unexercised portion of an Option, to the extent to which it was
exercisable at the time of the Optionee's death may thereafter be
exercised by the legal representative of the estate or by the
legatee of the Option under a last will for a period of twelve
months from the date of the Optionee's death or until the
expiration of the stated period of the Option, whichever period
is shorter.
(b) IN THE EVENT OF DISABILITY. If the Optionee's
employment terminates by reason of permanent and total disability
(as defined in Section 105(d)(4) of the Internal Revenue Code),
an Option may thereafter be exercised in full but an A Option may
not be exercised after the expiration of the period of twelve
months from the date of such termination of employment or of the
stated period of the Option, whichever period is the shorter and
a B Option may not be exercised after the expiration of the
period of thirty-six months from the date of such termination of
employment or of the stated period of the Option, whichever
period is shorter; provided, however, that if the Optionee dies
within twelve months after such termination of employment, any
unexercised portion of an Option, to the extent to which it was
exercisable at the time of the Optionee's death may thereafter be
exercised by the legal representative of the estate or by the
legatee of the Optionee under a last will for a period of twelve
months from the date of the Optionee's death or until the
expiration of the stated period of the Option, whichever period
is the shorter.
(c) IN THE EVENT OF DEATH. If the Optionee's
employment terminates by reason of the Optionee's death , an
Option may thereafter be exercised in full by the legal
representative of the estate or by the legatee of the Optionee
under a last will, but may not be exercised after expiration of a
period of twelve months from the date of the Optionee's death or
of the stated period of the Option, whichever period is the
shorter.
(d) OTHER TERMINATION. If the Optionee's employment
terminates for any reason other than death, retirement or such
permanent and total disability, the A Option shall thereupon
immediately terminate and the B Option shall terminate upon the
earlier to occur of the expiration of the Option term or thirty
(30) days after the termination of Optionee's employment.
4. RESTRICTIONS OF OPTION EXERCISE
(a) In no event may any Option be exercised, in whole
or in part:
(i) after the expiration of its terms;
(ii) if exercise would constitute a violation of
any applicable federal or state securities
or other law or valid regulation.
(b) Optionee acknowledges that neither this Agreement
nor the grant of the Options hereunder satisfy the conditions of
Securities and Exchange Commission Rule 16b-3 and so do not
qualify for the exemption from Section 16(b) of the Securities
Exchange Act provided for thereunder.
5. NONTRANSFERABLE OPTION
During the Optionee's lifetime the Options may be
exercised only by the Optionee, or by his duly appointed legal
guardian in the event of the legal disability of the Optionee.
The Options may not be assigned, transferred, alienated, pledged,
encumbered or subject to a lien in any manner otherwise than by
will or the laws of descent and distribution.
6. NOTICE OF EXERCISE AND PAYMENT FOR OPTIONED SHARES
(a) An Option may be exercised by delivering to the
Secretary of the Committee of the Board of Directors
administering the Option (the "Committee") a completed Option
exercise form, copies of which may be obtained from the
Committee, stating the number of optioned shares for which the
Option is being exercised and accompanied by the total Option
price therefor (including any applicable taxes). Payment of the
Option price shall be made as follows: in cash or by certified
check payable to the Company in U.S. funds.
(b) An Option may not be exercised for less than 50
optioned shares or the full number of optioned shares for which
the Option is then exercisable, whichever amount is less. The
Optionee shall not have any rights to dividends or other rights
of a shareholder with respect to the optioned shares, except for
optioned shares for which he has exercised his Option, and paid
the Option price.
7. ADJUSTMENTS
In the event of any change in the outstanding Common
Stock of Company by reason of any stock split, stock dividend,
split-up, split-off, spin-off, recapitalization, merger, xxxxxxx-
dation, rights offering, reorganization, combination or exchange
of shares, a sale by Company of all or part of its assets, any
distribution to shareholders other than a normal cash dividend,
or other extraordinary or unusual event, the number or kind of
shares subject to, and the option price per share hereunder,
shall be automatically adjusted so that the proportionate
interest of the Optionee shall be maintained as before the
occurrence of such event; such adjustment in this Option shall be
made without change in the total option exercise price applicable
to the unexercised portion of this Option and with a
corresponding adjustment in the exercise price per share, and
such adjustment shall be conclusive and binding on the Optionee.
8. OPTION RECEIPT
The Options are granted as an incentive for employment.
The Optionee acknowledges receipt of a copy of the Option,
confirms that he has reviewed the terms and conditions of the
Option.
HUBCO, INC.
By: /s/ XXXXXXX X. XXXXXXX
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ACCEPTED AND AGREED TO
AS OF THE DATE OF GRANT.
/s/ XXXXXX X. XXXXXXX
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XXXXXX X. XXXXXXX
