EXHIBIT 4(c)
BRUNSWICK BANCORP
STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
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THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as
of ____________ by and between Brunswick Bancorp, a New Jersey corporation
("Corporation") and __________________ ("Optionee").
RECITALS
A. Optionee is a Non-Employee Director of the Corporation as
defined in the Brunswick Bancorp 2000 Stock Option Plan (the "Plan").
B. The Corporation, through resolution approved by the entire
Board of Directors (the "Board"), has approved a grant to the Optionee of the
right to purchase Common Stock (the "Option") pursuant to the terms and
conditions of this Agreement and subject to the terms and conditions of the
Plan, as amended from time to time.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants hereinafter
set forth, the Corporation and the Optionee agree as follows:
1. Grant of Option. The Corporation hereby grants to the Optionee the
Option to purchase up to a maximum of ________ shares ("Shares") of Common Stock
at a price of $_________ per share ("Exercise Price"). The Exercise Price shall
be paid in accordance with this Agreement and the Plan. It is intended that the
Option will not qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended.
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2. Optionee Bound by Plan. The Optionee hereby agrees to be bound by
all the terms and provisions of the Plan.
3. Grant Date. The Grant Date of the Option shall mean __________.
4. Ability to Exercise Options. a. Options granted under this Agreement
shall be exercisable in whole or in part until ___________, 2005.
5. Vesting of Options. The Options as set forth in Section 1 above and
granted to an Optionee under this Agreement shall vest in accordance with the
following schedule:
DATE VESTED PERCENTAGE EXERCISABLE
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______, 2000 20%
______, 2001 40%
______, 2002 60%
______, 2003 80%
______, 2004 100%
6. Exercise of Option. Until termination of the Option in accordance
with the Plan, the Option may be exercised by Optionee (or such other person
specified in the Plan) to the extent exercisable as determined under this
Agreement and the Plan, upon delivery of the following to the Chief Financial
Officer of the Corporation at its principal executive offices:
a. a written Notice of Exercise (attached hereto) which
identifies this Agreement and states the number of Shares;
b. a certified bank check, cash, or any combination thereof in
the amount of the aggregate Option Price, unless otherwise provided herein;
c. a certified bank check or cash in the amount reasonably
requested by the Corporation to satisfy the Corporation's withholding
obligations under Federal, state or other applicable tax laws with respect to
the taxable income, if any, recognized by Optionee in connection
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with the exercise, in whole or in part, of the Option (unless the Corporation
and Optionee shall have made other arrangements for deductions or withholding
from Optionee's wages, bonus or other income paid to Optionee by the
Corporation, provided such arrangements satisfy the requirements of applicable
tax laws).
7. Representations and Warranties of Optionee.
a. Optionee represents and warrants that the Option is being
acquired by Optionee for Optionee's personal account, for investment purposes
only, and not with a view to the distribution, resale or other disposition
thereof.
b. Optionee acknowledges receipt of this Agreement granting
the Option, and the Plan, and understands that all rights and liabilities
connection with the Option are set forth herein and in the Plan.
8. No Rights as a Stockholder. Optionee shall have no rights as a
stockholder of any Shares of Common Stock covered by the Option until the date
an entry evidencing such ownership is made in the stock transfer books of the
Corporation. The Corporation will make no adjustment for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the Exercise Date.
Notwithstanding, the Board may, in its sole discretion, make adjustments to the
Option to reflect changes that affect the Common Stock in order to preserve the
benefits or potential benefits intended to be granted or made available under
the Plan, in accordance with Section 5.3 of the Plan. Adjustments made pursuant
to this paragraph, if any, are final, binding, and conclusive.
9. Limitation of Corporation's Liability for Nonissuance. Inability of
the Corporation to obtain, from any regulatory body having jurisdiction,
authority reasonably deemed by the Corporation's counsel to be necessary for the
lawful issuance and sale of any Shares of Common
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Stock hereunder and under the Plan shall relieve the Corporation of any
liability in respect of the nonissuance or sale of such Shares as to which such
requisite authority shall not have been obtained.
10. This Agreement Subject to Plan. This Agreement is made under the
provisions of the Plan and shall be interpreted in a manner consistent with it.
To the extent that any provision in this Agreement is inconsistent with the
Plan, the provisions of the Plan shall control. A copy of the Plan is available
to Optionee at the Corporation's principal executive offices upon request and
without charge. The good faith interpretation of the Board of any provision of
the Plan, the Option or this Agreement, and any determination with respect
thereto or hereto by the Board, shall be final, conclusive and binding on all
parties.
11. Notices. All notices, requests and other communications hereunder
shall be in writing and, if given by telegram, telecopy or telex, shall be
deemed to have been validly served, given or delivered when sent, and, if given
by personal delivery, shall be deemed to have been validly served, given or
delivered upon actual delivery and, if mailed, shall be deemed to have been
validly served, given or delivered three business days after deposit in the
United States mails, as registered or certified mail, with proper postage
prepaid and addressed to the party or parties to be notified, at the following
addresses (or such other address(es) as a party may designate for itself by like
notice):
IF TO THE CORPORATION: IF TO THE OPTIONEE:
Brunswick Bancorp
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000 Xxxxxxxxxx Xxx.
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Xxx Xxxxxxxxx, XX 00000
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12. Not an Employment or Other Agreement. Nothing contained in this
Agreement shall confer, intend to confer or imply any rights to an employment or
other relationship or rights to a
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continued employment or other relationship with the Corporation and/or any
subsidiary in favor of Optionee or limit the ability of the Corporation and/or
any subsidiary to terminate, with or without cause, in its sole and absolute
discretion, the employment or other relationship with Optionee, subject to the
terms of any written employment or other agreement to which Optionee is a party.
13. Compliance with Laws and Regulation. This Option and the
obligations of the Corporation to sell and deliver Shares hereunder, shall be
subject to all applicable Federal and state laws, rules and regulations and to
such approvals by any government or regulatory agency as may be required.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the State of New Jersey without regard to the conflict of law
provisions thereof.
15. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and both of which together shall be deemed
one Agreement.
IN WITNESS WHEREOF, the Corporation and Optionee have executed this
Agreement as of the date first above written.
THE CORPORATION
BRUNSWICK BANCORP, a New Jersey corporation
By:
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Name:
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Title:
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OPTIONEE:
Name:
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Signature:
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NOTICE OF EXERCISE OF OPTION
(TO BE SIGNED ONLY UPON OPTIONEE'S INTENTION
TO EXERCISE THE OPTION)
TO: BRUNSWICK BANCORP
The undersigned, the holder of the foregoing Option, hereby gives
notice of his/her intention to exercise the Option for ________ Shares of
BRUNSWICK BANCORP (the "Corporation"), in accordance with the terms and
conditions of the BRUNSWICK BANCORP 2000 STOCK OPTION PLAN and the BRUNSWICK
BANCORP STOCK OPTION AGREEMENT, for the purchase price of ____________ per Share
of Common Stock.
Dated:
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OPTIONEE (Signature)
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OPTIONEE (Print Name)
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