-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERnr6bCkzYG6tE85TwcWQ0ofJ92VnyIfsJnOZr5xTamlNAxAI8S4CVO9R1NUU2Gu iAT8PTxtxuxHC1m+tXEYaw== 0000950110-95-000651.txt : 19951002 0000950110-95-000651.hdr.sgml : 19951002 ACCESSION NUMBER: 0000950110-95-000651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950910 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950926 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UJB FINANCIAL CORP /NJ/ CENTRAL INDEX KEY: 0000101320 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 221903313 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06451 FILM NUMBER: 95576050 BUSINESS ADDRESS: STREET 1: 301 CARNEGIE CENTER STREET 2: P O BOX 2066 CITY: PRINCETON STATE: NJ ZIP: 08543-2066 BUSINESS PHONE: 6099873200 FORMER COMPANY: FORMER CONFORMED NAME: UNITED JERSEY BANKS DATE OF NAME CHANGE: 19890815 8-K 1 CURRENT REPORT =============================================================================== 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) September 10, 1995 UJB Financial Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEW JERSEY 1-6451 22-1903313 ------------------------ ----------- ------------------- (State or other juris- (Commission (IRS Employer diction of incorporation File No.) Identification No.) or organization) 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066 ---------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (609) 987-3200 =============================================================================== Item 5. Other Information. Agreement and Plan of Merger On September 10, 1995, Registrant and The Summit Bancorporation ("Summit"), entered into an Agreement and Plan of Merger (the "Agreement") providing for, among other things, (i) the merger of Summit into the Registrant (the "Merger"); (ii) the exchange of each outstanding share of the Common Stock of Summit ("Summit Common") for 0.90 shares of the Common Stock of the Registrant ("UJB Common"), with cash being paid in lieu of issuing fractional shares of UJB Common; and (iii) the exchange of each outstanding share of the $25 stated value Adjustable Rate Cumulative Preferred Stock of Summit for one share of a newly created class of Preferred Stock of the surviving corporation in the Merger designated the $25 stated value Adjustable Rate Cumulative Preferred Stock; all upon the satisfaction of the terms and conditions set forth in the Agreement, including the receipt of approval from the shareholders of both the Registrant and Summit and the Board of Governors of the Federal Reserve System. No assurance can be given that the Merger will be consummated. In connection with the execution of the Agreement, Summit granted to the Registrant an option to purchase, under certain circumstances, up to 6,730,000 shares of Summit Common, which would constitute on the date hereof 19.9% of the outstanding shares of Summit Common. Similarly, the Registrant granted Summit an option to purchase, under certain circumstances, up to 11,450,000 shares of UJB Common, which would constitute on the date hereof 19.9% of the outstanding shares of UJB Common. The exercise prices of the options, respectively, $26.75 and $36.625, were arrived at by mutual agreement of the parties. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description - ---------- ----------- (2) Agreement and Plan of Merger, dated September 10, 1995, between UJB Financial Corp. and The Summit Bancorporation, including Exhibits A through F thereto. (The Agreement and Plan of Merger is incorporated by reference to Exhibit 10(a) to the Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation. Exhibit A to the Agreement and Plan of Merger is contained at Exhibit (4) to this Current Report on Form 8-K. Exhibit B to the Agreement and Plan of Merger is incorporated by reference to Exhibit 10(b) to the Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation.) (4) UJB Stock Option Agreement dated as of September 11, 1995, by and between Summit, as Grantee, and the Registrant, as Issuer. (99) Summit Stock Option Agreement dated as of September 11, 1995, by and between the Registrant, as Grantee, and Summit, as Issuer. (Incorporated by reference to Exhibit 10(b) to Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation.) 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereto duly authorized. Date: September 25, 1995 UJB FINANCIAL CORP. By: /s/ DENNIS A. WILLIAMS --------------------- Dennis A. Williams Senior Vice President 3 EXHIBIT INDEX Ex. No. Description - ------ ----------- (2) Agreement and Plan of Merger, dated September 10, 1995, between UJB Financial Corp. and The Summit Bancorporation, including Exhibits A through F thereto. (The Agreement and Plan of Merger is incorporated by reference to Exhibit 10(a) to the Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation. Exhibit A to the Agreement and Plan of Merger is contained at Exhibit (4) to this Current Report on Form 8-K. Exhibit B to the Agreement and Plan of Merger is incorporated by reference to Exhibit 10(b) to the Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation.) (4) UJB Stock Option Agreement dated as of September 11, 1995, by and between Summit, as Grantee, and the Registrant, as Issuer. (99) Summit Stock Option Agreement dated as of September 11, 1995, by and between the Registrant, as Grantee, and Summit, as Issuer. (Incorporated by reference to Exhibit 10(b) to the Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation. 4 EX-2 2 AGREMENT AND PLAN OF MERGER Exhibit (2) AGREEMENT AND PLAN OF MERGER (Incorporated by reference to Exhibit 10(a) to the Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation). 5 Exhibit A to the Agreement and Plan of Merger UJB FINANCIAL CORP. STOCK OPTION AGREEMENT (Contained at Exhibit (4) to this Current Report on Form 8-K). 6 Exhibit B to the Agreement and Plan of Merger THE SUMMIT BANCORPORATION STOCK OPTION AGREEMENT (Incorporated by Reference to Exhibit 10(b) to the Schedule 13D dated September 11, 1995 filed by Registrant with respect to the Common Stock, no par value, of The Summit Bancorporation). 7 Exhibit C to the Agreement and Plan of Merger Name of Affiliate:_________________________ UJB Financial Corp. 301 Carnegie Center P.O. Box 2066 Princeton, New Jersey 08543 Gentlemen: This letter agreement is being entered into pursuant to the terms of the Agreement and Plan of Merger, dated September 10, 1995 (the "Merger Agreement"), between UJB Financial Corp. ("UJB") and The Summit Bancorporation ("Summit"), which provides, among other things, (i) for the merger of Summit with and into UJB (the "Merger"), (ii) the conversion at the Exchange Ratio provided for in the Merger Agreement of shares of the common stock, no par value, of Summit ("Summit Common Stock") outstanding at the Effective Time (as defined in the Merger Agreement) into whole shares of the Common Stock, par value $1.20 per share, of UJB (the "UJB Common Stock") and cash in lieu of fractional shares of UJB Common Stock, and (iii) and the conversion of each share of $25 stated value Adjustable Rate Cumulative Preferred Stock of Summit ("Summit Preferred Stock") into one share of $25 stated value Adjustable Rate Cumulative Preferred Stock of UJB ("UJB Preferred Stock"). Summit Common Stock and Summit Preferred Stock are referred to collectively herein as the "Summit Stock", and UJB Common Stock and UJB Preferred Stock are referred to collectively herein as the "UJB Stock". Shares of Summit Common Stock owned solely or jointly by me, by a relative sharing the same household as me, or by an entity I control, whether such shares are owned directly (of record) or indirectly (through a bank, broker or other nominee), and any other shares of Summit. 1 Common Stock over which I or such other persons or entities hold investment or voting powers, either alone or with others, are referred to collectively herein as the "Summit Common Shares". Shares of UJB Common Stock to be received in exchange for the Summit Common Shares, together with any other shares of UJB Common Stock owned solely or jointly after the time of the Merger by me, by a relative sharing the same household as me, or by an entity I control, whether such shares are owned directly or indirectly, and any other shares of UJB Common Stock over which I or such persons or entities hold investment or voting powers, either alone or with others, are referred to collectively herein as the "UJB Common Shares". Shares of Summit Preferred Stock owned solely or jointly by me, by a relative sharing the same household as me, or by an entity I control, whether such shares are owned directly or indirectly, and any other shares of Summit Preferred Stock over which I or such persons or entities hold investment or voting powers, either alone or with others, are referred to collectively herein as the "Summit Preferred Shares". Shares of UJB Preferred Stock to be received in exchange for the Summit Preferred Shares, together with any other shares of UJB Preferred Stock owned solely or jointly after the time of the Merger by me, by a relative sharing the same household as me, or by an entity I control, whether such shares are owned directly or indirectly, and any other shares of UJB Preferred Stock over which I or such persons or entities hold investment or voting powers, either alone or with others, are referred to collectively herein as the "UJB Preferred Shares". Summit Common Shares and Summit Preferred Shares are sometimes referred to collectively herein as the "Summit Shares", and UJB Common Shares and UJB Preferred Shares are sometimes collectively referred to herein as the "UJB Shares". I have been advised that, in the opinion of counsel, I may be deemed to be, at the time the Merger is submitted for a vote of the shareholders of Summit, an "affiliate" of Summit as that term is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act") and that the Merger Agreement requires that persons so characterized make the representations, warranties and covenants below as a condition to UJB and Summit closing the Merger. Capitalized terms used herein but not specifically defined herein shall have the meaning ascribed to them in the Merger Agreement. I represent, warrant and covenant that: A. I will not make or permit any sale, transfer or other disposition of the UJB Shares, or make or permit any offer to sell, transfer or otherwise dispose of the UJB Shares, in violation of the Act or the Rules and Regulations. B. I have been advised that the issuance of the UJB Shares pursuant to the Merger has been registered with the SEC under the Act under a registration statement. However, I have also been advised that a distribution of the UJB Shares has not been registered under the Act and that, because I may be deemed to be, at the time the Merger is submitted for a vote of the shareholders of Summit, an "affiliate" of Summit, I may not make or permit any sale, 2 transfer or other disposition of any of the UJB Shares issued pursuant to the Merger, or make or permit any offer to sell, transfer or otherwise dispose of any of such UJB Shares unless and until (i) an offer and sale of such UJB Shares has been registered under the Act, (ii) such disposition of such UJB Shares is made in conformity with Rule 145 under the Act, or (iii) an exemption from registration, in the opinion of counsel acceptable to UJB, is available with respect to such disposition of such UJB Shares. In the event of a transfer of UJB Shares permitted by this Agreement, I agree that I will obtain, and deliver to you a copy of, an agreement substantially similar to this Agreement from each transferee of the UJB Shares who, in the opinion of counsel acceptable to UJB, may not under the Act dispose of the UJB Shares so transferred without registration under the Act. C. I understand that UJB is under no obligation to register the sale, transfer or other disposition of the UJB Shares or to take any other action necessary in order to make compliance with an exemption from registration available. D. I understand that stop transfer instructions will be given to UJB's transfer agent with respect to the UJB Shares and that there will be placed on the certificates for such UJB Shares, or any substitutions therefor, a legend stating in substance: The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares represented by this certificate may not be sold, transferred, or otherwise disposed of unless pursuant to (i) an effective registration statement under the Securities Act of 1933, (ii) Rule 145 or (iii) an exemption from registration under the said Act which is available in the opinion of counsel acceptable to UJB Financial Corp. The legend set forth above and any similar legend placed on any share certificate issued upon the transfer of any of the UJB Shares will be removed by delivery of substitute certificates without such legend if the undersigned, or any person who acquired, directly or indirectly, such UJB Shares, shall have delivered to UJB a copy of a letter from the staff of the SEC, or an opinion of counsel acceptable to UJB, to the effect that the restrictions on sale, transfer or other disposition referred to in this letter are no longer necessary under the Act or otherwise in order to effect such sale, transfer or other disposition pursuant to law. E. I agree that in addition to the restrictions on sale, transfer and other disposition of the UJB Shares set forth in paragraphs A and B above, I will not make or permit after the Effective Time any public or private sale, transfer, assignment or other disposition of any UJB Common Shares, or enter into or permit any transactions with would reduce the market risk (as such term is defined in Section 201 of the SEC's Codification of Financial Reporting Policies) of ownership of the UJB Common Shares, until UJB shall have published consolidated financial results including the combined operations of UJB and Summit for a period of at least 30 days following the Effective Time. In addition, I agree that, (a) prior to such time as Summit shall have received the Closing Notice, I shall not make or permit any sale, transfer, or other disposition of any Summit Common Shares, or enter into or permit any transactions which would reduce the market risk of ownership of the Summit Common Shares, unless I first give UJB notice of such sale, transfer, disposition or risk-reducing transaction and UJB does not within five business days of receipt of such notice object to such transaction on the grounds 3 that it is inconsistent with accounting for the Merger as a pooling of interests, and (b) after such time as Summit shall have received the notice from UJB fixing the Closing Date under the Merger Agreement (the "Closing Notice"), I shall not make or permit any sale, transfer, or other disposition of any Summit Common Shares, or enter into or permit any transactions which would reduce the market risk of ownership of the Summit Common Shares, if such sale, transfer, disposition or risk-reducing transaction would occur 30 or fewer days before the date of Closing specified in the Closing Notice. F. UJB agrees, by accepting this letter, (a) that for a period of three years after the Effective Time and thereafter until three months after I have ceased to be an affiliate of UJB and so long as UJB has equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, UJB will make available with respect to itself "adequate current public information" as defined in paragraph (c) of Rule 144 of the Rules and Regulations under the Act, and (b) that it will publish financial results including at least a calendar month of not less than 30 days of post-merger combined operations promptly following the first full calendar month following the Closing and which shall be in accordance with Section 201.01 of the SEC's Codification of Financial Reporting Policies, and UJB shall file a From 8-K for this purpose if necessary. I have carefully read this letter and, to the extent I felt necessary, discussed with my counsel the requirements of this letter and its impact upon the ability to dispose of the Summit Shares and the UJB Shares. Accepted this____day of__________, 199__ Very truly yours, by UJB Financial Corp. ______________________________ By:_______________________________ Signature Name:_____________________________ ______________________________ Printed Name Title:____________________________ Dated as of____________, 199__ Address for any Objection sent pursuant to Paragraph E: ______________________ __________________________________ __________________________________ 4 Exhibit D to the Ageement and Plan of Merger FORM OF OPINION OF SUMMIT COUNSEL PURSUANT TO SECTION 7.05 UJB Financial Corp. 301 Carnegie Center Princeton, New Jersey 08543-2066 Gentlemen: This opinion is rendered to you pursuant to Section 7.05 of the Agreement and Plan of Merger, dated September 10, 1995 (the "Merger Agreement"), between The Summit Bancorporation ("Summit" or the "Company") and UJB Financial Corp. ("UJB"), which Merger Agreement provides, among other things, (i) for the merger (the "Merger") of Summit with and into UJB, (ii) the issuance, in accordance with the Exchange Ratio provided for in the Merger Agreement, of whole shares of the Common Stock, par value $1.20 per share, of UJB (the "UJB Common Stock") and cash in lieu of fractional shares of UJB Common Stock in exchange for outstanding shares of the Common Stock, no par value, of Summit (the "Summit Common Stock"), and (iii) the exchange of one share of $25 stated value Adjustable Rate Cumulative Preferred Stock of UJB the ("UJB Cumulative Preferred Stock") for each outstanding share of $25 stated value Adjustable Rate Cumulative Preferred Stock of Summit (the "Summit Cumulative Preferred Stock"). In consideration of the Merger Agreement, Summit and UJB entered into a Stock Option Agreement dated September 11, 1995 pursuant to which, among other things, Summit granted UJB a stock option with respect to shares of Summit Common (the "Summit Option Agreement") and a Stock Option Agreement dated September 11, 1995 pursuant to which, among other things, UJB granted Summit a stock option with respect to shares of UJB Common (the "UJB Option Agreement") (collectively, the "Option Agreements"). Capitalized terms used but not defined herein shall have the same meanings herein as ascribed to them in the Merger Agreement. I am Senior Vice President, General Counsel and Corporate Secretary of the Company and in such capacity have acted as counsel to the Company in connection with the preparation, authorization, execution and delivery of the Merger Agreement and the Option Agreements and the consummation of the transactions contemplated by the Merger Agreement, including the preparation of the registration statement, as amended (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-4 of UJB (No. 33-_______), and the proxy statement of Summit included in the Registration Statement (the "Summit Proxy Statement"). In so acting, I have made inquiries of certain of the officers and representatives of the Company and its subsidiaries with respect to various matters contained in the Merger Agreement, 5 the Option Agreements and the Registration Statement, and have examined and relied upon originals or copies certified or otherwise identified to my satisfaction of the Merger Agreement, the Option Agreements and such corporate records, agreements, documents and other instruments, and such certificates or the comparable documents of public officials and of such directors, officers and representatives of the Company and its subsidiaries as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, I have assumed, without independent verification, the genuineness and authenticity of all signatures, the authenticity of all documents submitted to me as originals, the legal capacity of all natural persons and the conformity to original documents of documents submitted to me as certified or facsimile or photostatic copies and the authenticity of the originals of facsimile or photostatic copies. As to all questions of fact material to this opinion that have not been independently established, I have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Merger Agreement. I have also assumed, without independent verification, the due authorization, execution, and delivery (other than the due authorization, execution and delivery by the Company) of all documents, the due authorization, execution and delivery of which are prerequisites to the effectiveness of such documents, and that such documents constitute legal, valid and binding obligations of the parties thereto (other than the Company). Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion that: 1. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New Jersey and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, as described in the Registration Statement. 2. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction where the failure to be so qualified cannot be cured and such failure would have a material adverse effect on the business, operations or financial condition of the Company and its subsidiaries taken as a whole. 3. The Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. 4. (a) The authorized capital stock of Summit consists of 50,000,000 shares of Common Stock, each of no par value, and 12,000,000 shares of Preferred Stock, each of no par value, and as of the date of the Merger Agreement: (1) 33,820,043 shares of Summit Common Stock were outstanding and 504,000 shares of Summit Preferred were outstanding, (2) 7,793,505 shares of Summit Common Stock were reserved for issuance in connection with the Summit Stock Plans. No other shares of Summit Common Stock were reserved for issuance; 6 (3) 250,000 shares of Series B Junior Participating Preferred Stock, no par value (the "Summit Series B Preferred Stock"), were reserved for issuance in connection with the Summit Rights Agreement. No other shares of Summit Preferred Stock were reserved for issuance; and (4) 84,485 shares of Summit Common Stock were held by Summit in its treasury as issued but not outstanding Summit Common Stock. (b) All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, and non-assessable, with no personal liability attaching to the ownership thereof, and have not been issued in violation of any preemptive rights. (c) Since September 10, 1995, no Equity Securities of Summit have been issued except for the stock option granted to UJB in the Summit Option Agreement and Summit Common Stock which was reserved for issuance as of such date and which may have been issued in connection with the Summit Stock Plans and the Garden State Agreement. (d) Except as set forth above in 4(a) above, except for the Equity Securities issued as described in 4(c) above, except for director and employee stock options outstanding under the Summit Stock Award Plans, except for Summit Common Stock issuable in connection with the Summit Stock Plans, the Garden State Agreement and the Summit Option Agreement, and except for the Summit Series B Preferred Stock issuable in connection with the Summit Rights Agreement, there are no other Equity Securities of Summit or any subsidiary of Summit outstanding, in existence, the subject of an agreement or reserved for issuance. 5. Summit Bank has been duly incorporated and is validly existing as a bank in good standing under the laws of the state of New Jersey and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, as described in the Registration Statement. Each other subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of New Jersey and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, as described in the Registration Statement. 6. Summit Bank is an insured bank under the Federal Deposit Insurance Act, as amended. 7. All the outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable, with no personal liability attached to the ownership thereof, has not been issued in violation of any preemptive rights, is owned by the Company. As of the date hereof, no options covering capital stock of any subsidiary of the Company, warrants to purchase or contracts to issue capital stock of any subsidiary of the Company, or any other contracts, rights (including preemptive rights), commitments or convertible securities entitling anyone to acquire from the Company or any subsidiary of the Company or obligating any of them to issue any capital stock, or securities convertible into or exchangeable for any shares of capital stock thereof, are outstanding, in existence, or the subject of an agreement. The Company owns the capital stock of each subsidiary of the Company free 7 and clear of any perfected security interest and, to the extent of my knowledge and information, any other security interest, lien, claim, limitation on voting rights, option, or other encumbrance. 8. To the extent of my knowledge and information, there are no outstanding contractual obligations of the Company or any subsidiary to repurchase, redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests of any subsidiary of the Company or to provide funds or to make any investment (in the form of a loan, capital contribution or otherwise), in any subsidiary or any other entity. 9. The Company has the corporate power and authority to enter into the Merger Agreement and the Option Agreements and to carry out the transactions contemplated thereby; the Merger Agreement and the Option Agreements have been validly authorized, executed and delivered by the Company; the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and the Option Agreements have each been duly authorized by all necessary corporate action on the part of the Company and its shareholders and (assuming the due authorization, execution and delivery thereof by UJB) the Merger Agreement and the Option Agreements each constitute a valid and binding agreement of the Company. No class vote by the holders of the Summit Cumulative Preferred Stock is required by the New Jersey Act or the Restated Certificate of Incorporation or By-Laws of Summit with respect to the Merger Agreement or the Option Agreements, the performance thereof or the transactions contemplated thereby or the consummation of the Merger. 10. The execution and delivery of the Merger Agreement and the Option Agreements and the performance thereof by the Company and the consummation of the Merger did not and will not violate, fail to comply with, conflict with, give rise to rights under, result in the breach of, or constitute a default under, give rise to a claim or right of termination, cancellation, revocation of or acceleration under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the rights, permits licenses, assets or properties material to the Company and its subsidiaries taken as a whole, or any of its subsidiaries, or upon any of the capital stock of the Company or any of its subsidiaries, or constitute an event that could, with the lapse of time, action or inaction by the Company or any of its subsidiaries or a third party, or the giving of notice and failure to cure, result in any of the foregoing, under any of the terms, conditions or provisions, as the case may be, of: (a) the Restated Certificate of Incorporation, By-laws or Shareholder Rights Plan of the Company, (b) any federal law of the United States of America or any law of the State of New Jersey, (c) any rule, ruling, determination, ordinance or regulation of or agreement with any governmental or regulatory authority, (d) to the extent of my knowledge and information, any judgment, order, writ, award, injunction or decree of any court or governmental authority issued in any proceeding to which the Company or any of its subsidiaries is or was a party or by which the Company or any of its subsidiaries or any of their assets or properties are bound or committed, or (e) to the extent of my knowledge and information, any material note, bond, mortgage, indenture, lease, policy of insurance or indemnity, license, contract, agreement or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries or any of their assets or properties are bound or committed, other than any such violations, conflicts, breaches, defaults or accelerations the consequences of which do not or will not, in the aggregate, have a material adverse effect on the business, operations or financial condition of the Company and its subsidiaries, taken as a whole, or enable any person to enjoin the transactions contemplated by the Merger Agreement. No consent, approval, waiver, license or 8 authorization or other action by or filing with any federal or New Jersey governmental authority is required in connection with the execution and delivery by the Company of the Merger Agreement or Option Agreements or the consummation by the Company of the transactions contemplated thereby, including the Merger, except for (i) the filing of the Certificate of Merger as provided by the Merger Agreement, (ii) such filings and other actions as may be required by federal or state securities laws and the rules and regulations thereunder, and (iii) those already obtained. 11. To the extent of my knowledge and information, there is no litigation, proceeding or governmental investigation pending or overtly threatened against the Company that relates to any of the transactions contemplated by the Merger Agreement or is material to the financial condition of Summit and its subsidiaries, taken as a whole. 12. To the extent of my knowledge and information, there are no persons who may be deemed to be affiliates of the Company for purposes of Rule 145 under the Securities Act, who may receive shares of UJB Common Stock or UJB Cumulative Preferred Stock in the Merger and who are not named on the letter from me delivered by the Company to UJB pursuant to Section 4.11 of the Merger Agreement. 13. The Summit Proxy Statement (except for the financial statements and the notes thereto, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Summit Proxy Statement, as to which I express no opinion), but only insofar as the Company and its business, the Merger Agreement and the transactions contemplated thereby, including the Merger, and the Option Agreements are described in the Summit Proxy Statement, complies as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder and the documents incorporated by reference in the Registration Statement pursuant to Part I.C. of Form S-4 under the Securities Act (except for the financial statements and the notes thereto and the financial statement schedules and other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference, as to which I express no opinion) when filed with the Securities and Exchange Commission complied as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder. I have participated in conferences with officers and other representatives of the Company and UJB, representatives of the independent public accountants for the Company and UJB and counsel for UJB, at which conferences the contents of the Registration Statement and the Summit Proxy Statement and related matters were discussed, and, although I have not independently verified and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Summit Proxy Statement, no facts have come to my attention that lead me to believe that the Registration Statement, on the effective date thereof, insofar as the Company and its business, the Merger Agreement and the transactions contemplated thereby, 9 including the Merger, and the Option Agreements are described therein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that I express no view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement or the Summit Proxy Statement). Please be advised that, where any statement is stated herein as being "to the extent of my knowledge and information," I have not independently verified the accuracy of such statement but intend to advise you that in the course of my duties as Senior Vice President, General Counsel and Secretary of the Company and, in particular, my participation in the preparation, authorization, execution and delivery of the Merger Agreement and the Option Agreements and in the preparation of the Registration Statement and the Summit Proxy Statement, nothing has come to my attention that leads me to believe, and I do not believe, that the matter is other than as stated herein. In addition, please be advised that my opinion with respect to the valid and binding nature of the Merger Agreement and the Option Agreements is subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and similar laws presently or hereafter in effect affecting the enforcement of creditors' rights and remedies generally, the discretion of a court in ordering specific performance or other equitable remedies, and to general principles of equity (regardless of whether questioned in a proceeding at law or in equity). The opinions herein are limited to the federal laws of the United States and the laws of the State of New Jersey, and I express no opinion as to the effect on any matter covered by this opinion of the laws of any other jurisdiction. This opinion is being furnished to, and is solely for the benefit of, UJB and is not to be quoted, used, circulated, published or disseminated, otherwise referred to in any documents, filed with any governmental agency, entity or person, or relied upon by any agency, entity or person other than UJB, without my prior written consent. Very truly yours, 10 Exhibit E to the Agreement and Plan of Merger OPINION OF UJB COUNSEL PURSUANT TO SECTION 8.05 The Summit Bancorporation One Main Street Chatham, New Jersey 07928 Gentlemen: This opinion is rendered to you pursuant to Section 8.05 of the Agreement and Plan of Merger, dated September 10, 1995 (the "Merger Agreement"), between The Summit Bancorporation ("Summit") and UJB Financial Corp. ("UJB" or the "Company"), which Merger Agreement provides, among other things, (i) for the merger (the "Merger") of Summit with and into UJB, (ii) the issuance, in accordance with the Exchange Ratio provided for in the Merger Agreement, of whole shares of the Common Stock, par value $1.20 per share, of UJB (the "UJB Common Stock") and cash in lieu of fractional shares of UJB Common Stock in exchange for outstanding shares of the Common Stock, no par value, of Summit (the "Summit Common Stock"), and (iii) the exchange of one share of $25 stated value Adjustable Rate Cumulative Preferred Stock of UJB the ("UJB Cumulative Preferred Stock") for each outstanding share of $25 stated value Adjustable Rate Cumulative Preferred Stock of Summit (the "Summit Cumulative Preferred Stock"). In consideration of the Merger Agreement, Summit and UJB entered into a Stock Option Agreement dated September 11, 1995 pursuant to which, among other things, Summit granted UJB a stock option with respect to shares of Summit Common (the "Summit Option Agreement") and a Stock Option Agreement dated September 11, 1995 pursuant to which, among other things, UJB granted Summit a stock option with respect to shares of UJB Common (the "UJB Option Agreement") (collectively, the "Option Agreements"). Capitalized terms used but not defined herein shall have the same meanings herein as ascribed to them in the Merger Agreement. As used herein, it is intended that "material" be determined with reference to UJB and its subsidiaries considered as one enterprise. I am Executive Vice President, General Counsel and Secretary of the Company and have served as counsel to the Company in connection with the preparation, authorization, execution and delivery of the Merger Agreement, the Option Agreements and the consummation of the transactions contemplated thereby, including the preparation of the registration statement, as amended, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-4 of UJB (No. 33-_____), and the prospectus and the proxy statement of UJB included therein (the registration statement, together with the prospectus and proxy statement of UJB included therein, are referred to collectively as the "Registration Statement"). In so acting, I have made inquiries of certain of the officers and representatives of the Company and its subsidiaries with respect to various matters contained in the Merger 11 Agreement, the Option Agreements and the Registration Statement, and have examined and relied upon originals or copies certified or otherwise identified to my satisfaction of the Merger Agreement, the Options Agreements and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of the public officials and of such directors, officers and representatives of the Company and its subsidiaries as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination I have assumed, without independent verification, the genuineness and authenticity of all signatures, the authenticity of all documents submitted to me as originals, the legal capacity of all natural persons and the conformity to original documents of documents submitted to me as certified or facsimile or photostatic copies and the authenticity of the originals of facsimile or photostatic copies. As to all questions of fact material to this opinion that have not been independently established, I have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Merger Agreement. I have also assumed, without independent verification, the due authorization, execution and delivery (other than due authorization, execution and delivery by the Company) of all documents, the due authorization, execution and delivery of which are prerequisites to the effectiveness of such documents, and that such documents constitute legal, valid and binding obligations of the parties thereto (other than the Company). Based on the foregoing and subject to the qualifications stated herein, I am of the opinion that: 1. Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, as described in the Registration Statement. 2. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction where the failure to be so qualified cannot be cured and such failure would have a material adverse effect on the Company and its subsidiaries taken as a whole. 3. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. 4. The authorized capital stock of the Company consists of 4,000,000 shares of Preferred Stock, without par value, and 130,000,000 shares of Common Stock, par value $1.20 per share, and, as of the date of the Merger Agreement, 600,166 shares of Series B Adjustable Rate Cumulative Preferred Stock of the Company were outstanding and 600,000 shares of Series R Preferred Stock were reserved for issuance pursuant to UJB's Shareholder Rights Plan, and, as of September 10, 1995, 57,561,452 shares of UJB Common Stock were outstanding and 8,638,483 shares of UJB Common Stock were reserved for issuance pursuant to UJB's Dividend Reinvestment and Stock Purchase Plan, Savings Incentive Plan, employee stock option and performance stock plans and the Flemington Agreement. Since September 10, 1995, no shares of the Preferred Stock of UJB have been issued and no shares of UJB Common Stock have been 12 issued, other than shares of UJB Common Stock which were reserved for issuance as of such date, and which may have been issued, pursuant to UJB's Dividend Reinvestment and Stock Purchase, Savings Incentive Plan, employee stock option or stock performance plans or the Flemington Agreement. As of the date hereof, no options (excluding board of trade or exchange traded standardized options) covering capital stock of the Company, warrants to purchase or contracts to issue capital stock of the Company or any other contracts, rights (including preemptive rights), commitments or convertible securities entitling anyone to acquire from the Company or obligating either to issue any capital stock, or securities convertible into or exchangeable for any shares of its capital stock, are outstanding, in existence or the subject of an agreement, other than the stock option outstanding under the UJB Option Agreement, the employee stock options outstanding under UJB's employee stock option plans, the commitments to issue UJB Common Stock contained in the UJB Option Agreement, the Merger Agreement, the Flemington Agreement and the outstanding stock options under UJB's stock option plans, the commitment to issue UJB Cumulative Preferred Stock contained in the Merger Agreement and the commitment to issue Series R Preferred Stock of the Company contained in the UJB Shareholder Rights Plan. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, and non-assessable, with no personal liability attaching to the ownership thereof, and have not been issued in violation of any preemptive rights. 5. Each of United Jersey Bank and First Valley Bank has been duly incorporated and is validly existing as a bank in good standing under the laws of, respectively, the State of New Jersey or the Commonwealth of Pennsylvania, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, as described in the Registration Statement. 6. Each of United Jersey Bank and First Valley Bank is an insured bank under the Federal Deposit Insurance Act, as amended. 7. All the issued and outstanding capital stock of each of United Jersey Bank and First Valley Bank has been duly and validly issued and is fully paid and nonassessable and, to the extent of my knowledge and information, the Company owns, directly or indirectly, all such capital stock, and as of the date hereof no options covering capital stock of any UJB bank subsidiary, warrants to purchase or contracts to issue capital stock of any UJB bank subsidiary, or any other contracts, rights (including preemptive rights), commitments or convertible securities entitling anyone to acquire from any UJB bank subsidiary or obligating it to issue any capital stock, or securities convertible into or exchangeable for any shares of capital stock of any UJB bank subsidiary, are outstanding, in existence, or the subject of an agreement. Such stock is owned free and clear of any perfected security interest and, to the extent of my knowledge and information, any other security interest. 8. The Company has the corporate power and authority to enter into the Merger Agreement and the Option Agreements and to carry out the transactions contemplated thereby; the Merger Agreement and the Option Agreements have been validly authorized, executed and delivered by the Company; the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and the Option Agreements have each been duly authorized by all necessary corporate action on the part of the Company and (assuming the due authorization, 13 execution and delivery thereof by Summit) the Merger Agreement and the Option Agreements each constitute the valid and binding agreement of the Company. 9. The execution and delivery of the Merger Agreement and the Option Agreements and the performance thereof by the Company and the consummation of the Merger did not and will not violate, fail to comply with, conflict with, give rise to rights under, result in the breach of, or constitute a default under, give rise to a claim or right of termination, cancellation, revocation of or acceleration under, or result in the creation or imposition of any lien, charge or encumbrance upon any rights, permits, licenses, assets or properties material to the Company and its subsidiaries, taken as a whole, or upon any of the capital stock of the Company or constitute an event that could, with the lapse of time, action or inaction by the Company or a third party, or the giving of notice and failure to cure, result in any of the foregoing, under any of the terms, conditions or provisions, as the case may be, of (a) the Restated Certificate of Incorporation, By-Laws or Shareholder Rights Plan of the Company, (b) any federal law of the United States of America or any law of the State of New Jersey or the Commonwealth of Pennsylvania, (c) any rule, ruling, determination, ordinance or regulation of or agreement with any governmental or regulatory authority, (d) to the extent of my knowledge and information, any judgment, order, writ, award, injunction or decree of any court or governmental authority issued in any proceeding to which the Company is a party or by which the Company or any of their assets or properties are bound or committed, or (e) to the extent of my knowledge and information, any material note, bond, mortgage, indenture, lease, policy of insurance or indemnity, license, contract, agreement or other instrument to which the Company is a party or by which either of them or any of their assets or properties are bound or committed, other than any such violations, conflicts, breaches, defaults or accelerations the consequences of which do not or will not, in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or enable any person to enjoin the transactions contemplated by the Merger Agreement or the Option Agreements. No consent, approval, waiver, license or authorization or other action by or filing with any federal or New Jersey or Pennsylvania governmental authority is required in connection with the execution and delivery by the Company of the Merger Agreement or Option Agreements or the consummation by the Company of the transactions contemplated thereby, including the Merger, except for (i) the filing of the Merger Agreement, the Option Agreements and related certifications as provided by the Merger Agreement and the Option Agreement with the New Jersey Department of Banking, (ii) such filings and other actions as may be required by federal or state securities laws and the rules and regulations thereunder, and (iii) those already obtained. 10. The UJB Common Stock and UJB Cumulative Preferred Stock to be issued pursuant to the Merger Agreement has been duly authorized for issuance pursuant to the Merger Agreement and, when issued and delivered by the Company pursuant to the Merger Agreement, will be validly issued, fully paid and nonassessable. The issuance of the UJB Common Stock and UJB Cumulative Preferred Stock under the Merger Agreement is not subject to any preemptive rights under the Company's Restated Certificate of Incorporation or By-Laws or, to the extent of my knowledge and information, any agreement by which the Company is bound. 11. The Registration Statement is effective under the Securities Act and, to the extent of my knowledge and information, no stop order suspending the effectiveness of the Registration 14 Statement has been issued under the Securities Act or proceedings therefor initiated or threatened by the Securities and Exchange Commission. 12. The Registration Statement (except for the financial statements and the notes thereto, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement, as to which I express no opinion) but only insofar as the Company and its business and the Merger Agreement, the Option Agreements and the transactions contemplated thereby, including the Merger, are described therein, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. The documents filed by UJB with the Securities and Exchange Commission (the "Commission") and incorporated by reference in the Registration Statement pursuant to Part I.B. of Form S-4 under the Securities Act (except for the financial statements and the notes thereto and the financial statement schedules and other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference, as to which I express no opinion) when filed with the Commission complied as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. I have participated in conferences with officers and other representatives of the Company and Summit, representatives of the independent public accountants for the Company and Summit and counsel for Summit, at which conferences the contents of the Registration Statement and related matters were discussed, and, although I have not independently verified and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, no facts have come to my attention that lead me to believe that the Registration Statement, on the effective date thereof contained, or on the date hereof contains, insofar as the Company and its business and the Merger Agreement, the Option Agreements and the transactions contemplated thereby, including the Merger, are described therein, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that I express no view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference in the Registration Statement). Please be advised that, where any statement is stated herein as being "to the extent of my knowledge and information," I have not independently verified the accuracy of such statement but intend to advise you that in the course of my duties as Executive Vice President, General Counsel and Secretary of the Company and, in particular, my participation in the preparation, authorization, execution and delivery of the Merger Agreement and the Option Agreements and in the preparation of the Registration Statement, nothing has come to my attention that leads me to believe, and I do not believe, that the matter is other than as stated herein. In addition, please be advised that my opinion with respect to the valid and binding nature of the Merger Agreement and the Option Agreements is subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and similar laws presently or hereafter in effect affecting the enforcement of creditors' rights and remedies generally, the discretion of a court in ordering specific performance or other equitable remedies, 15 and to general principles of equity (regardless of whether questioned in a proceeding at law or in equity). The opinions herein are limited to the federal laws of the United States and the laws of the State of New Jersey and the Commonwealth of Pennsylvania, and I express no opinion as to the effect on any matter covered by this opinion of the laws of any other jurisdiction. This opinion is not to be quoted or otherwise referred to in any documents or filed with any governmental agency, entity or person or relied upon by any agency, entity or person other than the addressee, without my prior written consent. Very truly yours, 16 Exhibit F to the Agreement and Plan of Merger EMPLOYMENT AGREEMENT This Agreement made this _____ day of____________, 1996, by and among Summit Bank Corp. (formerly known as UJB Financial Corp. and successor to The Summit Bancorporation), a New Jersey corporation ("Summit") and Robert G. Cox, (the "Executive"). WHEREAS, the Board of Directors of Summit believes that the services of the Executive in the future will be valuable to Summit and is desirous of retaining the Executive's services for a period of not less than three years, and the Executive has indicated his willingness to enter into an employment agreement upon the terms and conditions hereinafter set forth; WHEREAS, Section 8.08 of the Agreement and Plan of Merger dated September 10, 1995 ("Merger Agreement") among The Summit Bancorporation, a New Jersey corporation, and UJB Financial Corp., Summit's predecessor, contemplates that, in connection with the merger (the "Merger") provided for in the Merger Agreement, the Executive shall enter into an employment agreement with Summit at the time of closing of the Merger if he shall be ready, willing and able to perform the services to be rendered by him thereunder; and WHEREAS, Executive and The Summit Bancorporation have entered into an agreement dated as of September 1, 1995 (the "Summit Agreement") which Agreement remains in full force and effect and is hereby assumed by Summit, certain Sections of which are incorporated herein by reference, as hereinafter stated, including the definitions found at Sections 1.1 through 1.9 (it being acknowledged that a Potential Change of Control occurred when the Merger Agreement was executed on September 10, 1995 and a Change of Control will take place prior to execution of this Agreement). That Potential Change of Control and that Change of Control are together referred to herein as the Summit-UJB Change. Capitalized terms used in this Agreement and not defined herein but defined in the Summit Agreement shall have the meanings assigned thereto in the Summit Agreement. NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the parties hereto agree as follows: 1. Term. Summit agrees to employ the Executive as President of Summit and its principal subsidiary bank (the "Bank") and as a member of the Managing Committees of Summit and its principal subsidiary bank, and the Executive hereby agrees to serve Summit and the Bank in such capacity, for a period of three years from the date hereof, provided, however, that on the first and second anniversary dates of this Agreement, the term of this Agreement shall automatically be extended for one additional year unless, not later than 180 days prior to such anniversary date, Summit or the Executive shall have given written notice to the other party of its or his election not to extend this Agreement. 2. Duties. The Executive shall perform such duties as President as may be assigned to him from time to time by the Boards of Directors of Summit and the Bank and the Chairman of the Board and Chief Executive Officer of Summit and as are appropriate to the position of 17 President of a publicly held bank holding company. The Executive agrees to fulfill such duties in accordance with the Executive's covenants as set forth in Sections 4.1, 4.2 and 4.3 of the Summit Agreement, which Sections are hereby incorporated by reference. The Executive expressly gives his written consent under Sections 1.6 and 3.2 of the Summit Agreement to employment in such position and duties, and to the basing of Executive at Summit's principal executive offices (which are currently located at 301 Carnegie Center, Princeton (West Windsor Township), New Jersey). This consent under Sections 1.6 and 3.2 is expressly limited to the Summit-UJB Change. 3. Compensation, Compensation Plans. During the Employment Period, the Executive shall receive Base Salary of not less than $500,000, and Annual Bonus, Expenses, Fringe Benefits, Office and Support Staff, and Vacation and participate in Incentive, Savings and Retirement Plans and Welfare Benefit Plans in accordance with the provisions of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 of the Summit Agreement, which Sections are hereby incorporated by reference. 4. Resignation or Discharge. Summit shall always have the right to terminate the employment of the Executive for Cause. In the event Executive's employment with Summit is terminated prior to the expiration of the term of this Agreement on account of (i) the Executive's resignation (in contravention of the terms of this Agreement) or (ii) the Executive's discharge by Summit for Cause, all compensation payable under Section 3 of this Agreement shall terminate as of the date of such termination of employment, except for compensation provided by vested or contractual rights under the Incentive, Savings and Retirement Plans and Welfare Benefit Plans. 5. Death or Disability. The term of employment of the Executive shall terminate forthwith in the event of the death of the Executive, or, at the option of Summit, in the event that the Executive shall fail to render and perform the services required of him under this Agreement because of Disability. In the event of such a termination, all compensation payable under Section 3 of this Agreement, except for compensation provided by vested or contractual rights under the Incentive, Savings and Retirement Plans and Welfare Benefit Plans or by statute, shall terminate as of the date of such termination. 6. Restrictive Covenant. The parties recognize that the Executive is an important officer of Summit, that his reputation and business and personal relationships are of significant benefit to Summit, and that he has access to information about Summit's plans and projections as well as other confidential information. The parties further agree that Summit is in direct competition with certain banks and bank holding companies and thrifts and the Executive agrees that upon the termination of the Executive's employment as an executive of Summit pursuant to Sections 4 and 5, he shall not for a period of twelve months after such termination accept employment or serve in any capacity with any national or state bank or a thrift institution or affiliate thereof, other than Summit or a subsidiary of Summit at a principal place of employment within 25 miles of any branch location of Summit or any of its subsidiaries, without the written permission of Summit. 7. Offset. Except as set forth in Section 2 hereof, nothing in this Agreement is intended to terminate, amend, alter or affect any rights Executive may have under the Summit 18 Agreement setting forth benefits to be paid under certain circumstances after a Change of Control of The Summit Bancorporation; provided, however, that if Executive receives compensation under the Summit Agreement, such compensation shall be a credit against any amounts payable hereunder. 8. Legal Costs. Section 6.4 of the Summit Agreement is hereby incorporated by reference. 9. Termination Procedures and Compensation During Dispute. Sections 7.1 through 7.4 of the Summit Agreement are hereby incorporated by reference. 10. Arbitration. Any controversy, claim, dispute or difference arising out of the interpretation, construction or performance of this Agreement shall be settled by arbitration at Newark, New Jersey according to the rules of the American Arbitration Association, and judgment upon the award rendered in such arbitration may be entered in any court having jurisdiction thereof. 11. Successors and Assigns, Binding Agreement. Section 9.1 of the Summit Agreement is hereby incorporated by reference. Summit hereby assumes all of the obligation of The Summit Bancorporation under the Summit Agreement. All rights and duties of Summit under this Agreement shall be binding on and inure to the benefit of Summit, its successors, assigns or any company which purchases or otherwise acquires Summit or all or substantially all of its assets by any method. On request of the Executive, any successor or assignee shall agree in writing to assume and be bound by this Agreement. No provision of this Agreement shall be deemed to restrict the absolute right of Summit at any time to sell or dispose of all or any part of the assets of Summit, or to reconstitute the same in any one or more other entities or to merge, consolidate, sell or otherwise dispose of any assets thereof, or to dissolve or liquidate or otherwise abandon or cease the active conduct of the business, but none of the foregoing shall relieve Summit of its obligations hereunder. 12. Notices. All notices, request, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally with receipt acknowledged or sent by registered or certified mail, postage prepaid, to the address shown below, unless changed by notices given as herein provided: (a) If to Summit, to: Summit Bank Corp. Att.: T. Joseph Semrod 301 Carnegie Center P.O. Box 2066 Princeton, NJ 08543-2066 19 with a copy to: General Counsel Summit Bank Corp. 301 Carnegie Center P.O. Box 2066 Princeton, NJ 08543-2066 (b) If to the Executive, to: Robert G. Cox 211 Liberty Corner Road Far Hills, NJ 07931 13. Miscellaneous. Sections 11, 12 and 13 of the Summit Agreement are hereby incorporated by reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CORPORATE SEAL SUMMIT BANK CORP. Attest: --------------------------- By: ---------------------------- Richard F. Ober, Jr., T. Joseph Semrod Secretary Chairman of the Board BY THE EXECUTIVE - ----------------------------- --------------------------- Witness: Robert G. Cox 20 EX-4 3 STOCK OPTION AGREEMENT EXHIBIT (4) UJB FINANCIAL CORP. STOCK OPTION AGREEMENT THE TRANSFER OF THE OPTION GRANTED BY THIS AGREEMENT IS SUBJECT TO RESALE RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED. STOCK OPTION AGREEMENT, dated as of the 11th day of September, 1995 (this "Agreement"), between The Summit Bancorporation, a New Jersey corporation ("Grantee"), and UJB Financial Corp., a New Jersey corporation ("Issuer"). WITNESSETH: WHEREAS, Grantee and Issuer have on a date prior to the date hereof, entered into an Agreement and Plan of Merger, dated as of the 10th day of September, 1995 (the "Merger Agreement"). (Capitalized terms used in this Agreement and not defined herein but defined in the Merger Agreement shall have the meanings assigned thereto in the Merger Agreement); and WHEREAS, as a condition and inducement to Grantee's entering into the Merger Agreement and the issuance by Grantee of an option to Issuer on terms and conditions substantially similar to those of this Agreement, and in consideration therefor, Grantee has required that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as defined below); NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Merger Agreement, the parties hereto agree as follows: SECTION 1. Grant of Option. Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 11,450,000 fully paid and nonassessable shares of the common stock, par value $1.20 per share, of Issuer ("Common Stock") at a price per share of $36.625 (such price, as adjusted as hereinafter provided, the "Option Price"). The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. In no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the number of shares of Common Stock then issued and outstanding (without consideration of any shares of Common Stock subject to or issued pursuant to the Option). SECTION 2. Exercise of Option. (a) Grantee may exercise the Option, in whole or part, at any time and from time to time following the occurrence of a Purchase Event (as defined below); provided that the Option shall terminate and be of no further force and effect upon the earliest to occur of (i) the time immediately prior to the Effective Time, (ii) the termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of an Extension Event, other than a termination of the Merger Agreement by the Grantee pursuant to Section 9.02(c)(ii) thereof (if the breach by Issuer giving rise to such right of termination is 1 volitional), or (iii) 15 months after the termination of the Merger Agreement following the occurrence of an Extension Event (as defined below), or the termination of the Merger Agreement by Grantee pursuant to Section 9.02(c)(ii) thereof (unless the breach by Issuer giving rise to such right of termination is non-volitional), and provided further, that any purchase of Common Stock upon exercise of the Option shall be subject to applicable law, and provided further, that the Option may not be exercised, nor may Grantee require Issuer to repurchase the Option (as set forth in Section 7 hereof), if, at the time of exercise or repurchase, Grantee is in breach of any covenant or obligation contained in the Merger Agreement and, if the Merger Agreement has not terminated prior thereto, such breach would entitle Issuer to terminate the Merger Agreement. The events described in clauses (i)-(iii) in the preceding sentence are hereinafter collectively referred to as Exercise Termination Events. As provided in Section 8, the rights set forth therein shall terminate upon an Exercise Termination Event and, as provided in Sections 6 and 7 hereof, the rights to deliver requests pursuant to Sections 6 or 7 shall terminate 12 months after an Exercise Termination Event, subject, in such case, to the provisions of Section 9. (b) The term "Extension Event" shall mean any of the following events or transactions occurring without the Grantee's prior written consent after the date hereof: (i) Issuer or any of its subsidiaries (each an "Issuer Subsidiary"), shall have entered into an agreement to engage in an Acquisition Transaction (as defined below) with any person (the term "person" for purposes of this Agreement having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), and the rules and regulations thereunder) other than Grantee or any of its subsidiaries (each a "Grantee Subsidiary") or the Board of Directors of Issuer shall have recommended that the shareholders of Issuer approve or accept any Acquisition Transaction with any person other than Grantee or any Grantee Subsidiary. For purposes of this Agreement, "Acquisition Transaction" shall mean (w) a merger or consolidation, or any similar transaction, involving Issuer or any of Issuer's banking subsidiaries ("Bank Subsidiaries"), (x) a purchase, lease or other acquisition of 10% or more of the aggregate value of the assets or deposits of Issuer or any Bank Subsidiary, (y) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 10% or more of the voting power of Issuer or a Bank Subsidiary, or (z) any substantially similar transaction, provided, however, that in no event shall (i) any merger, consolidation or similar transaction involving Issuer or any Bank Subsidiary in which the voting securities of Issuer outstanding immediately prior thereto continue to represent (either by remaining outstanding or being converted into voting securities of the surviving entity of any such transaction) at least 65% of the combined voting power of the voting securities of the Issuer or the surviving entity outstanding after the consummation of such merger, consolidation, or similar transaction, or (ii) any internal merger or consolidation involving only Issuer and/or Issuer Subsidiaries, be deemed to be an Acquisition Transaction, provided that any such transaction is not entered into in violation of the terms of the Merger Agreement; (ii) Any person (other than Grantee or any Grantee Subsidiary) shall have acquired beneficial ownership or the right to acquire beneficial ownership of securities representing 10% or more of the aggregate voting power of Issuer or any Bank Subsidiary (the 2 term "beneficial ownership" for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Securities Exchange Act, and the rules and regulations thereunder); (iii) Any person other than Grantee or any Grantee Subsidiary shall have made a bona fide proposal to Issuer or its shareholders, by public announcement or written communication that is or becomes the subject of public disclosure, to engage in an Acquisition Transaction (including, without limitation, any situation in which any person other than Grantee or any Grantee Subsidiary shall have commenced (as such term is defined in Rule 14d-2 under the Exchange Act), or shall have filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to, a tender offer or exchange offer to purchase any shares of Common Stock such that, upon consummation of such offer, such person would own or control securities representing 10% or more of the aggregate voting power of Issuer or any Bank Subsidiary); (iv) After any person other than Grantee or any Grantee Subsidiary has made or disclosed an intention to make a proposal to Issuer or its shareholders to engage in an Acquisition Transaction, Issuer shall have breached any covenant or obligation contained in the Merger Agreement and such breach (x) would entitle Grantee to terminate the Merger Agreement and (y) shall not have been cured prior to the Notice Date (as defined below); (v) Any person other than Grantee or any Grantee Subsidiary shall have filed an application with, or given a notice to, whether in draft or final form, the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") or other governmental authority or regulatory or administrative agency or commission, domestic or foreign (each, a "Governmental Authority"), for approval to engage in an Acquisition Transaction; or (vi) the holders of Common Stock shall not have approved the Merger Agreement at the meeting of such shareholders held for the purpose of voting on the Merger Agreement, such meeting shall not have been called by the Board of Directors of Issuer in accordance with Section 5.03 of the Merger Agreement or held or shall have been canceled prior to termination of the Merger Agreement or Issuer's Board of Directors shall have withdrawn or modified in a manner adverse to the consummation of the Merger the recommendation of Issuer's Board of Directors with respect to the Merger Agreement, in each case after an Extension Event; (vii) any Purchase Event (as defined below). (c) The term "Purchase Event" shall mean either of the following events or transactions occurring after the date hereof: (i) The acquisition by any person other than Grantee or any Grantee Subsidiary of beneficial ownership of securities representing 25% or more of the aggregate voting power of Issuer or any Bank Subsidiary; or (ii) The occurrence of an Extension Event described in Section 2(b)(i) except that the percentage referred to in clauses (x) and (y) shall be 25%. 3 (d) Issuer shall notify Grantee promptly in writing of the occurrence of any Extension Event or Purchase Event; provided however, that the giving of such notice by Issuer shall not be a condition to the right of Grantee to exercise the Option. (e) In the event that Grantee is entitled to and wishes to exercise the Option, it shall send to Issuer a written notice (the date of which being herein referred to as the "Notice Date") specifying (i) the total number of shares of Common Stock it will purchase pursuant to such exercise, (ii) a place and date not earlier than three business days nor later than 90 business days from the Notice Date for the closing of such purchase (the "Closing Date") and (iii) that the proposed exercise of the Option shall be revocable by Grantee in the event that the transaction constituting a Purchase Event that gives rise to such written notice shall not have been consummated prior to exercise of the Option; provided that if prior notification to or approval of the Federal Reserve Board or any other Governmental Authority is required in connection with such purchase, Grantee shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run from the later of (x) the date on which any required notification periods have expired or been terminated and (y) the date on which such approvals have been obtained and any requisite waiting period or periods shall have expired. For purposes of Section 2(a), any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. Grantee shall have the right to revoke its proposed exercise of the Option in the event that the transaction constituting a Purchase Event that gives rise to such right to exercise shall not have been consummated prior to exercise of the Option, pursuant to the statement of such right in the written notice exercising the Option as provided in clause 2(e)(iii) above. (f) At the closing referred to in Section 2(e), Grantee shall surrender this Agreement (and the Option granted hereby) to Issuer and pay to Issuer the Option Price for the shares of Common Stock purchased pursuant to the exercise of the Option in immediately available funds by wire transfer to a bank account designated by Issuer; provided, however, that failure or refusal of Issuer to designate such a bank account shall not preclude Grantee from exercising the Option. (g) At such closing, simultaneously with the delivery of the Option Price in immediately available funds as provided in Section 2(f), Issuer shall deliver to Grantee a certificate or certificates representing the number of shares of Common Stock purchased by Grantee and, if the Option should be exercised in part only, a new Option Agreement granting a new Option evidencing the rights of Grantee thereof to purchase the balance of the shares of Common Stock purchasable hereunder. All shares of Common Stock issued upon exercise of the Option shall be accompanied by the same UJB Financial Corp. Shareholder Rights as held by a majority of the holders of outstanding Common Stock. (h) Certificates for Common Stock delivered at a closing hereunder shall be endorsed with a restrictive legend substantially as follows: "The transfer of the shares represented by this certificate is subject to resale restrictions arising under the Securities Act of 1933, as amended, and to certain provisions of an agreement between The Summit Bancorporation and UJB Financial Corp. ("Issuer") dated as of the 11th day of September, 1995. A copy 4 of such agreement is on file at the principal office of Issuer and will be provided to the holder hereof without charge upon receipt by Issuer of a written request therefor." It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Grantee shall have delivered to Issuer a copy of a letter from the staff of the Securities and Exchange Commission (the "SEC"), or an opinion of counsel, in form and substance satisfactory to Issuer, to the effect that such legend is not required for purposes of the Securities Act; (ii) the reference to the provisions of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. (i) Upon the giving by Grantee to Issuer of the written notice of exercise of the Option provided for in Section 2(e) and the tender of the Option Price on the Closing Date in immediately available funds, Grantee shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Issuer shall then be closed or that certificates representing such shares of Common Stock shall not then actually be delivered to Grantee. Issuer shall pay all expenses and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 2 in the name of Grantee or its nominee. SECTION 3. Reservation of Shares. Issuer agrees: (i) that it shall at all times until the termination of this Agreement have reserved for issuance upon the exercise of the Option that number of authorized shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, all of which shares will, upon issuance pursuant hereto, be duly authorized, validly issued, fully paid, nonassessable, and delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights; (ii) that it will not, by amendment of its certificate of incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; (iii) promptly to take all action as may from time to time be required (including (x) complying with all premerger notification, reporting and waiting period requirements specified in 15 U.S.C. ss. 18a and regulations promulgated thereunder and (y) in the event, under the Bank Holding Company Act of 1956, as amended (the "BHC Act"), or the Change in Bank Control Act of 1978, as amended, or any state banking law, prior approval of or notice to the Federal Reserve Board or to any other Governmental Authority is necessary before the Option may be exercised, cooperating with Grantee in preparing such applications or notices and providing such information to the Federal Reserve Board and each other Governmental Authority as they may require) in order to permit Grantee to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto; and (iv) to take all action provided herein to protect the rights of Grantee against dilution. 5 SECTION 4. Division of Option. This Agreement (and the Option granted hereby) are exchangeable, without expense, at the option of Grantee, upon presentation and surrender of this Agreement at the principal office of Issuer, for other agreements providing for Options of different denominations entitling the holder thereof to purchase, on the same terms and subject to the same conditions as are set forth herein, in the aggregate the same number of shares of Common Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein include any agreements and related options for which this Agreement (and the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like tenor and date. Any such new Agreement executed and delivered shall constitute an additional contractual obligation on the part of Issuer, whether or not the Agreement so lost, stolen, destroyed or mutilated shall at any time be enforceable by anyone. SECTION 5. Adjustment upon Change of Capitalization. The number of shares of Common Stock purchasable upon the exercise of the Option shall be subject to adjustment from time to time as follows: (a) Subject to the last sentence of Section 1, in the event of any change in the Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted and proper provision shall be made so that, in the event that any additional shares of Common Stock are to be issued or otherwise to become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock that remain subject to the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Option (as adjusted on account of any of the foregoing changes in the Common Stock), it equals 19.9% of the number of shares of Common Stock then issued and outstanding (without consideration of any shares of Common Stock subject to or issued pursuant to the Option). (b) Whenever the number of shares of Common Stock purchasable upon exercise hereof is adjusted as provided in this Section 5, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the number of shares of Common Stock purchasable after the adjustment. In no event shall the Option Price be adjusted to less than the par value of the Common Stock to be issued at such Option Price. (c) It is intended by the parties hereto that the adjustments provided by this Section 5 shall fully preserve the economic benefits of this Agreement for Grantee. SECTION 6. Registration Rights. (a) Demand Registration Rights. After the occurrence of a Purchase Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee (whether 6 on its own behalf or on behalf of any subsequent holder of the Option (or part thereof) delivered prior to an Exercise Termination Event or at the request of a holder of any of the shares of Common Stock issued pursuant hereto) delivered no later than 12 months after an Exercise Termination Event, promptly prepare, file and keep current a shelf registration statement under the Securities Act covering this Option or any shares issued and issuable pursuant to the Option (the "Option Shares") and shall use its best efforts to cause such registration statement to become effective and remain current and to qualify this Option or any such Option Shares or other securities for sale under any applicable state securities laws in order to permit the sale or other disposition of this Option or any Option Shares in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone filing a registration statement relating to a registration request by Grantee under this Section 6 for a period of time (not in excess of 90 days) if in its judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its best efforts to cause such registration statement first to become effective as soon as practicable after the filing thereof and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective, or such shorter time as may be necessary to effect such sales or other dispositions. Grantee shall have the right to demand two such registrations. Grantee shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. In connection with any such registration, Issuer and Grantee shall provide each other with representations, warranties, and other agreements customarily given in connection with such registrations. If requested by any Grantee in connection with such registration, Issuer and Grantee shall become a party to any underwriting agreement relating to the sale of Option Shares, but only to the extent of obligating themselves in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements. Notwithstanding the foregoing, if Grantee revokes any exercise notice or fails to exercise any Option with respect to any exercise notice pursuant to Section 2(e), Issuer shall not be obligated to continue any registration process with respect to the sale of Option Shares. (b) Additional Persons With Registration Rights. Upon receiving any request under this Section 6 from any Grantee, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 6, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall Issuer be obligated to effect more than two registrations pursuant to this Section 6 by reason of the fact that there shall be more than one Grantee as a result of any assignment or division of this Agreement. (c) Expenses. Except where applicable state law prohibits such payments, Issuer will pay all expenses (including without limitation registration fees, qualification fees, blue sky fees and expenses (including the fees and expenses of counsel), legal expenses, including the reasonable fees and expenses of one counsel to the holders whose Option Shares are being registered, printing expenses and the costs of special audits or "cold comfort" letters, expenses of underwriters, excluding discounts and commissions but including liability insurance if Issuer so desires or the underwriters so require, and the reasonable fees and expenses of any necessary special experts) in connection with each registration pursuant to this Section 6 (including the 7 related offerings and sales by holders of Option Shares) and all other qualifications, notification or exemptions pursuant to Section 6. (d) Indemnification. In connection with any registration under this Section 6, Issuer hereby indemnifies the Grantee, and each officer, director and controlling person of Grantee, and each underwriter thereof, including each person, if any who controls such holder or underwriter within the meaning of Section 15 of the Securities Act, against all expenses, losses, claims, damages and liabilities caused by any untrue, or alleged untrue, statement contained in any registration statement or prospectus or notification or offering circular (including any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such expenses, losses, claims, damages or liabilities of such indemnified party are caused by any untrue statement or alleged untrue statement that was included by Issuer in any such registration statement or prospectus or notification or offering circular (including any amendments or supplements thereto) in reliance upon and in conformity with, information furnished in writing to Issuer by such indemnified party expressly for use therein, and Issuer and each officer, director and controlling person of Issuer shall be indemnified by such Grantee, or by such underwriter, as the case may be, for all such expenses, losses, claims, damages and liabilities caused by any untrue, or alleged untrue, statement, that was included by Issuer in any such registration statement or prospectus or notification or offering circular (including any amendments or supplements thereto) in reliance upon, and in conformity with, information furnished in writing to Issuer by such holder or such underwriter, as the case may be, expressly for such use. Promptly upon receipt by a party indemnified under this Section 6(d) of notice of the commencement of any action against such indemnified party in respect of which indemnity or reimbursement may be sought against any indemnifying party under this Section 6(d), such indemnified party shall notify the indemnifying party in writing of the commencement of such action, but the failure so to notify the indemnifying party shall not relieve it of any liability which it may otherwise have to any indemnified party under this Section 6(d). In case notice of commencement of any such action shall be given to the indemnifying party as above provided, the indemnifying party shall be entitled to participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party. The indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the indemnified party unless (i) the indemnifying party either agrees to pay the same, (ii) the indemnifying party fails to assume the defense of such action with counsel satisfactory to the indemnified party, or (iii) the indemnified party has been advised by counsel that one or more legal defenses may be available to the indemnifying party that may be contrary to the interests of the indemnified party. No indemnifying party shall be liable for the fees and expenses of more than one separate counsel for all indemnified parties or for any settlement entered into without its consent, which consent may not be unreasonably withheld. If the indemnification provided for in this Section 6(d) is unavailable to a party otherwise entitled to be indemnified in respect of any expenses, losses, claims, damages or liabilities 8 referred to herein, then the indemnifying party, in lieu of indemnifying such party otherwise entitled to be indemnified, shall contribute to the amount paid or payable by such party to be indemnified as a result of such expenses, losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of Issuer, the Grantee and the underwriters in connection with the statements or omissions which resulted in such expenses, losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The amount paid or payable by a party as a result of the expenses, losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim; provided, however, that in no case shall any Grantee be responsible, in the aggregate, for any amount in excess of the net offering proceeds attributable to its Option Shares included in the offering. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Any obligation by any Grantee to indemnify shall be several and not joint with other Grantees. (e) Miscellaneous Reporting. Issuer shall comply with all reporting requirements and will do all such other things as may be necessary to permit the expeditious sale at any time of any Option Shares by the Grantee thereof in accordance with and to the extent permitted by any rule or regulation promulgated by the SEC from time to time, including, without limitation, Rule 144A. Issuer shall at its expense provide the Grantee with any information necessary in connection with the completion and filing of any reports or forms required to be filed by Grantee under the Securities Act or the Exchange Act, or required pursuant to any state securities laws or the rules of any stock exchange. SECTION 7. Repurchase at the Option of Grantee or Owner. (a) Upon the occurrence of a Repurchase Event (as defined below), (i) at the request (the date of such request being the "Request Date") of Grantee, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the Option from Grantee at a price (the "Option Repurchase Price") equal to the amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request (the date of such request being the "Request Date") of the owner of Option Shares from time to time (the "Owner"), delivered within 12 months of the occurrence of a Repurchase Event (or such later period as provided in Section 9), Issuer shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been made after the date hereof and on or prior to the Request Date, (ii) the price per share of Common Stock paid or to be paid by any third party pursuant to an agreement with Issuer (whether by way of a merger, consolidation or otherwise), (iii) the highest last sale price for shares of Common Stock within the 90-day period ending on the Request Date quoted on the New York Stock Exchange (as reported by The Wall Street Journal, or, if not reported thereby, another authoritative source), (iv) in the event of a sale of all or substantially all of Issuer's assets, the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally-recognized independent investment banking firm selected by Grantee or the Owner, as the case may be, divided by the number of 9 shares of Common Stock outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally-recognized independent investment banking firm selected by Grantee or the Owner, as the case may be, whose determination shall be conclusive and binding on all parties. (b) Grantee or the Owner, as the case may be, may exercise its right to require Issuer to repurchase the Option and/or any Option Shares pursuant to this Section 7 by surrendering for such purpose to Issuer, at its principal office, a copy of this Agreement or certificates for Option Shares, as applicable, accompanied by a written notice or notices stating that Grantee or the Owner, as the case may be, elects to require Issuer to repurchase the Option and/or the Option Shares in accordance with the provisions of this Section 7. As promptly as practicable, and in any event within the later to occur of (x) five business days after the surrender of the Option and/or certificates representing Option Shares and the receipt of such notice or notices relating thereto and (y) the time that is immediately prior to the occurrence of a Repurchase Event, Issuer shall deliver or cause to be delivered to Grantee the Option Repurchase Price or to the Owner the Option Share Repurchase Price therefor or the portion thereof that Issuer is not then prohibited from so delivering under applicable law and regulation or as a consequence of administrative policy. (c) Issuer hereby undertakes to use its reasonable efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish any repurchase contemplated by this Section 7. Nonetheless, to the extent that Issuer is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or the Option Shares in full, Issuer shall promptly so notify Grantee and/or the Owner and thereafter deliver or cause to be delivered, from time to time, to Grantee and/or the Owner, as appropriate, the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five business days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at any time after delivery of a notice of repurchase pursuant to Section 7(b) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to Grantee and/or the Owner, as appropriate, the Option Repurchase Price or the Option Share Repurchase Price, respectively, in full or in any substantial part, Grantee or the Owner, as appropriate, may revoke its notice of repurchase of the Option or the Option Shares either in whole or in part whereupon, in the case of a revocation in part, Issuer shall promptly (i) deliver to Grantee and/or the Owner, as appropriate, that portion of the Option Purchase Price or the Option Share Repurchase Price that Issuer is not prohibited from delivering after taking into account any such revocation and (ii) deliver, as appropriate, either (A) to Grantee, a new Agreement evidencing the right of Grantee to purchase that number of shares of Common Stock equal to the number of shares of Common Stock purchasable immediately prior to the delivery of the notice of repurchase less the number of shares of Common Stock covered by the portion of the Option repurchased or (B) to the Owner, a certificate for the number of Option Shares covered by the revocation. (d) For purposes of this Section 7, a Repurchase Event shall be deemed to have occurred (i) upon the consummation of any merger, consolidation or similar transaction involving Issuer or any Bank Subsidiary any purchase, lease or other acquisition of all or a substantial portion of the assets of Issuer or any Bank Subsidiary, other than any such 10 transaction which would not constitute an Acquisition Transaction pursuant to the proviso to Section 2(b)(i) hereof or (ii) upon the acquisition by any person of beneficial ownership of securities representing 50% or more of the aggregate voting power of Issuer or any Bank Subsidiary, provided that no such event shall constitute a Repurchase Event unless an Extension Event shall have occurred prior to an Exercise Termination Event. The parties hereto agree that Issuer's obligations to repurchase the Option or Option Shares under this Section 7 shall not terminate upon the occurrence of an Exercise Termination Event if an Extension Event shall have occurred prior to the occurrence of an Exercise Termination Event. (e) Issuer shall not enter into any agreement with any party (other than Grantee or a Grantee Subsidiary) for an Acquisition Transaction unless the other party thereto assumes all the obligations of Issuer pursuant to this Section 7 in the event that Grantee or the Owner elects, in its sole discretion, to require such other party to perform such obligations. SECTION 8. Substitute Option in the Event of Corporate Change. (a) In the event that prior to an Exercise Termination Event, Issuer shall enter into an agreement (i) to consolidate or merge with any person, other than Grantee or a Grantee Subsidiary, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than Grantee or a Grantee Subsidiary, to merge into Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other person or cash or any other property or the then outstanding shares of Common Stock shall after such merger represent less than 50% of the aggregate voting power of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or a Grantee Subsidiary, then, and in each such case, the agreement governing such transaction shall make proper provision so that the Option shall, upon the consummation of such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of Grantee, of either (x) the Acquiring Corporation (as defined below) or (y) any person that controls the Acquiring Corporation (the Acquiring Corporation and any such controlling person being hereinafter referred to as the Substitute Option Issuer). (b) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as is hereinafter defined) as is equal to the market/offer price (as defined in Section 7) multiplied by the number of shares of the Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as is hereinafter defined) The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Option Price multiplied by a fraction in which the numerator is the number of shares of the Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of Substitute Common Stock for which the Substitute Option is exercisable. (c) The Substitute Option shall otherwise have the same terms as the Option, provided that if the terms of the Substitute Option cannot, for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee, provided further that the terms of the Substitute Option shall include (by way of example and 11 not limitation) provisions for the repurchase of the Substitute Option and Substitute Common Stock by the Substitute Option Issuer on the same terms and conditions as provided in Section 7. (d) The following terms have the meanings indicated: (i) "Acquiring Corporation" shall mean (i) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or surviving person, and (iii) the transferee of all or any substantial part of the Issuer's assets (or the assets of Issuer Subsidiaries). (ii) "Substitute Common Stock" shall mean the common stock issued by the Substitute Option Issuer upon exercise of the Substitute Option. (iii) "Average Price" shall mean the average last sale price of a share of the Substitute Common Stock (as reported by The Wall Street Journal or, if not reported therein, by another authoritative source) for the one year immediately preceding the consolidation, merger or sale in question, but in no event higher than the last sale price of the shares of the Substitute Common Stock on the day preceding such consolidation, merger or sale; provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be computed with respect to a share of common stock issued by Issuer, the person merging into Issuer or by any company which controls or is controlled by such person, as Grantee may elect. (e) In no event, pursuant to any of the foregoing paragraphs, shall the Substitute Option be exercisable for more than 19.9% of the aggregate of the shares of the Substitute Common Stock outstanding prior to the exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 19.9% of the aggregate of the shares of Substitute Common Stock but for this clause (e), the Substitute Option Issuer shall make a cash payment to Grantee equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in this clause (e) over (ii) the value of the Substitute Option after giving effect to the limitation in the clause (e). This difference in value shall be determined by a nationally recognized investment banking firm selected by Grantee and the Substitute Option Issuer. SECTION 9. Extension of Time for Regulatory Approvals. Notwithstanding Sections 2(e), 6, 7 and 11, if Grantee has given the notice referred to in one or more of such Sections, the exercise of the rights specified in any such Section shall be extended (a) if the exercise of such rights requires obtaining regulatory approvals, to the extent necessary to obtain all regulatory approvals for the exercise of such rights, and (b) to the extent necessary to avoid liability under Section 16(b) of the Securities Exchange Act by reason of such exercise; provided that in no event shall any closing date occur more than 18 months after the related Notice Date, and, if the closing date shall not have occurred within such period due to the failure to obtain any required approval by the Federal Reserve Board or any other Governmental Authority despite the reasonable efforts of Issuer or the Substitute Option Issuer, as the case may be, to obtain such approvals, the exercise of the Option shall be deemed to have been rescinded as of the related Notice Date. In the event (a) Grantee receives official notice that an approval of the Federal Reserve Board or any other Governmental Authority required for the purchase and sale of the 12 Option Shares will not be issued or granted or (b) a closing date has not occurred within 18 months after the related Notice Date due to the failure to obtain any such required approval, Grantee shall be entitled to exercise the Option in connection with the resale of the Option Shares pursuant to a registration statement as provided in Section 6. Nothing contained in this Agreement shall restrict Grantee from specifying alternative exercising of rights pursuant to Sections 2(e), 6, 7 and 11, hereof in the event that the exercising of any such rights shall not have occurred due to the failure to obtain any required approval referred to in this Section 9. SECTION 10. Issuer Warranties. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly approved by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, Issuer, enforceable against Issuer in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights. (c) Upon receipt of the necessary regulatory approvals as contemplated by this Agreement, the execution, delivery and performance of this Agreement does not or will not, and the consummation by Issuer of any of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, its certificate of incorporation or by-laws, or the comparable governing instruments of any of its subsidiaries, or (ii) a breach or violation of, or a default under, any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation of it or any of its subsidiaries (with or without the giving of notice, the lapse of time or both) or under any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of its subsidiaries is subject, that would in any case give any other person the ability to prevent or enjoin Issuer's performance under this Agreement in any material respect. SECTION 11. Assignment of Option by Grantee. (a) Neither of the parties hereto may assign any of its rights or delegate any of its obligations under this Agreement or the Option created hereunder to any other person without the express written consent of the other party, 13 except that Grantee may assign this Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its rights hereunder in whole or in part after the occurrence of a Purchase Event; provided, however, that until the date 15 days following the date at which the Federal Reserve Board approves an application by Grantee under the BHC Act to acquire the shares of Common Stock subject to the Option, Grantee may not assign its rights under the Option except in (i) a widely dispersed public distribution, (ii) a private placement in which no one party acquires the right to purchase securities representing in excess of 2% of the aggregate voting power of Issuer, (iii) an assignment to a single party (e.g., a broker or investment banker) for the purpose of conducting a widely dispersed public distribution on Grantee's behalf, or (iv) any other manner approved by the Federal Reserve Board. Grantee will pay any reasonable out-of-pocket costs and expenses of Issuer in connection with any such assignment. The term "Grantee" as used in this Agreement shall also be deemed to refer to Grantee's permitted assigns. (b) Any assignment of rights of Grantee to any permitted assignee of Grantee hereunder shall bear the restrictive legend at the beginning thereof substantially as follows: "The transfer of the option represented by this assignment and the related option agreement is subject to resale restrictions arising under the Securities Act of 1933, as amended and to certain provisions of an agreement between The Summit Bancorporation and UJB Financial Corp. ("Issuer") dated as of the 11th day of September, 1995. A copy of such agreement is on file at the principal office of Issuer and will be provided to any permitted assignee of the Option without change upon receipt by Issuer of a written request therefor." It is understood and agreed that (i) the reference to the resale restrictions of the Securities Act in the above legend shall be removed by delivery of substitute assignments without such reference if Grantee shall have delivered to Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to Issuer, to the effect that such legend is not required for purposes of the Securities Act; (ii) the reference to the provisions of this Agreement in the above legend shall be removed by delivery of substitute assignments without such reference if the Option has been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such assignments shall bear any other legend as may be required by law. SECTION 12. Application for Regulatory Approval. If Grantee is entitled to exercise the Option and has sent a notice to Issuer pursuant to Section 2(e), each of Grantee and Issuer will use its reasonable efforts to make all filings with, and to obtain consents of, all third parties and the Federal Reserve Board and other Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement, including, without limitation, making application for listing or quotation, as the case may be, of the shares of Common Stock issuable hereunder on the New York Stock Exchange and applying to the Federal Reserve Board under the BHC Act and to state banking authorities for approval to acquire the shares issuable hereunder. 14 SECTION 13. Specific Performance. The parties hereto acknowledge that damages would be an inadequate remedy for a breach of this Agreement by either party hereto and that the obligations of the parties shall hereto be enforceable by either party hereto through injunctive or other equitable relief. Both parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such equitable relief and that this provision is without prejudice to any other rights that the parties hereto may have for any failure to perform this Agreement. SECTION 14. Separability of Provisions. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal or state regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that Grantee is not permitted to acquire, or Issuer is not permitted to repurchase, pursuant to Section 7, the full number of shares of Common Stock provided in Section 1 (as adjusted pursuant hereto), it is the express intention of Issuer to allow Grantee to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible, without any amendment or modification hereof. SECTION 15. Notices. All notices, requests, claims, demands and other communications hereunder shall be deemed to have been duly given when delivered in person, by cable, telegram, telecopy or telex, or by registered or certified mail (postage prepaid, return receipt requested) at the respective addresses of the parties set forth in the Merger Agreement. SECTION 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. SECTION 17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. SECTION 18. Expenses. Except as otherwise expressly provided herein, each of the parties hereto shall bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereunder, including fees and expenses of its own financial consultants, investment bankers, accountants and counsel. SECTION 19. Entire Agreement; No Third-Party Beneficiaries. Except as otherwise expressly provided herein or in the Merger Agreement, this Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereof, written or oral. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 15 SECTION 20. Merger Agreement. Nothing contained in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement. SECTION 21. Majority in Interest. In the event that any selection or determination is to be made by Grantee or the Owner hereunder and at the time of such selection or determination there is more than one Grantee or Owner, such selection shall be made by a majority in interest of such Grantees or Owners. SECTION 22. Further Assurances. In the event of any exercise of the Option by Grantee, Issuer and such Grantee shall execute and deliver all other documents and instruments and take all other action that may be reasonably necessary in order to consummate the transactions provided for by such exercise. SECTION 23. No Rights as Shareholder. Except to the extent Grantee exercises the Option, Grantee shall have no rights to vote or receive dividends or have any other rights as a shareholder with respect to shares of Common Stock covered hereby. SECTION 24. Grantee Representation. The Option and any Option Shares or other securities acquired by Grantee upon exercise of the Option are not being, and will not be, as the case may be, acquired with a view to the public distribution thereof in the United States except as provided for in Sections 6 and 11 hereof and neither the Option nor any Option Shares or other securities acquired by Grantee upon exercise of the Option will be transferred or otherwise disposed of by Grantee except in a transaction registered or exempt from registration under the Securities Act. 16 IN WITNESS WHEREOF, each of the parties has caused this Stock Option Agreement to be executed on its behalf by their officers thereunto duly authorized, all as of the date first above written. The Summit Bancorporation By: /s/ ROBERT G. COX ------------------------------ Robert G. Cox UJB Financial Corp. By: /s/ T. JOSEPH SEMROD ------------------------------ T. Joseph Semrod EX-99 4 SUMMIT STOCK OPTION AGREEMENT EXHIBIT (99) THE SUMMIT BANCORPORATION STOCK OPTION AGREEMENT Incorporated by reference to Exhibit 10(b) to the Schedule 13D dated September 11, 1995, as filed by UJB with respect to the Common Stock, no par value, of The Summit Bancorporation. -----END PRIVACY-ENHANCED MESSAGE-----