EXHIBIT (10)G
VALLEY NATIONAL BANCORP
STOCK OPTION AGREEMENT
VALLEY NATIONAL BANCORP, a New Jersey corporation (the "Company"), this 1st
day of April, 1992, (the "Option Date") hereby grants to XXXXXXX XXXXXXXXX,
residing at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Guilfoile") an
option to purchase shares of the Common Stock, no par value, of the Company
("Common Stock") in the amount and on the terms and conditions hereinafter set
forth.
1. Grant of Option. The Company hereby grants to Guilfoile the option
(the "Option") to purchase all or any part of an aggregate of 5,000
shares of Common Stock ("Shares") on the terms and conditions herein
set forth.
2. Purchase Price. The purchase price of the shares of Common Stock
subject to the Option shall be $26.00 per share subject to adjustment
as provided in Section (a) below.
3. Final Termination. This Option shall be exercisable from the date
hereof until November 18, 2001 or such shorter as is prescribed in
this Agreement.
4. Restrictions. This Option is subject to all the following conditions:
a. This Option is not assignable or transferable by Guilfoile;
b. This Option may be exercised only by the legal representative of
Guilfoile in the event of his death or mental disability.
5. Exercise. This Option shall be exercised by notice to the Company,
accompanied by full payment in cash or check.
6. Securities Law Restrictions. The Company is under no obligation to
file a registration statement under the Securities Act of 1933 with
respect to the Shares to be received upon exercise of the Option.
Unless a registration statement under the Act has been filed and
remains effective with respect to the Shares, the Company shall
require that the offer and sale of such Shares be exempt from the
registration provisions of the Act. As a condition of such exemption,
the Company shall require a representation and undertaking, in form
and substance satisfactory to counsel for the Company, that the
optionee is acquiring the Shares for his own account for investment
and not with a view to the distribution or resale thereof and shall
otherwise require such representations and impose such conditions as
shall establish to the Company's satisfaction that the offer and sale
of the Shares issuable upon the exercise of the Option will not
constitute a violation of the Act or any similar state act affecting
the offer and sale. If the shares are issued in an exempt transaction,
the Shares shall bear the following restrictive legend:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NO SALE OR 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 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR THAT THE SALE OR TRANSFER OF THE SHARES IS COVERED
BY AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES.
7. Restrictions on Transfer. This Option shall not be transferred,
assigned, pledged or hypothecated by Guilfoile and shall not be
subject to execution,
attachment or similar process. In the event the terms of this
paragraph are not complied with by Guilfoile, or if the Option is
subject to execution, attachment or similar process, this Option shall
immediately become null and void.
8. Anti-Dilution Provisions. If prior to expiration of the Option there
shall occur any change in the outstanding Common Stock of the Company
by reason of any stock dividend, stock split, combination or exchange
of shares, merger, consolidation, recapitalization, reorganization,
liquidation, subscription rights offering, 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 of Directors in such manner as it may
deem equitable, the determination of which shall be binding and
conclusive. Failure of the Board to provide for any such adjustment
shall be conclusive evidence that no adjustment is required. The
Company shall notify Guilfoile of any change.
9. Acceleration of Option Period. Notwithstanding anything to the
contrary specified herein, if there is a Change-in-Control of the
Company as defined in the Company's Long-Term Stock Incentive Plan
(the "Incentive Plan"), the Company, upon prior written notice to
Guilfoile, may terminate the Option 60 days after giving Guilfoile
notice of the Change-in-Control and the earlier termination date.
During any sixty (60) day period following a Change-in-Control,
Guilfoile may (i) exercise the Option, to
the extent not previously exercised, or (ii) surrender this Option for
cancellation and receive, to the extent the Option was not previously
exercised, a cash payment equal to the Adjusted Fair Market Value (as
defined in the Incentive Plan) of the Shares subject to the Option or
portion thereof surrendered, over the aggregate purchase price for
such Shares under this Option. This provision is intended to, and
shall be interpreted to, give Guilfoile the same treatment as
optionees under the Incentive Plan.
10. Acceptance of Provisions. The execution of this Agreement by Guilfoile
shall constitute Guilfoile's acceptance of and agreement to all of the
terms and conditions of this Agreement.
11. Notices. All notices and other communications required or permitted
under this Agreement shall be in writing and shall be given either by
(i) personal delivery or regular mail, in each case against receipt,
or (ii) first class registered or certified mail, return receipt
requested. Any such communication shall be deemed to have been given
(i) on the date of receipt in the cases referred to in clause (i) of
the preceding sentence and (ii) 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 Guilfoile at his 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.
12. Miscellaneous. This Agreement contains a complete statement of all the
arrangements between the parties with respect to their subject matter,
and this Agreement cannot be changed except by in writing executed by
both parties. This Agreement shall be governed by 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 in this Agreement are solely for convenience of reference and
shall not affect its meaning or interpretation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
VALLEY NATIONAL BANCORP
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
