-----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, DcvpfivyPzuCuoutj8mOt9f3LGtVouF2Bak88oWdRBogh2I1firUAUbmfuJS1ezW KR1Fa1HlSAJ7+syGg/KE1A== /in/edgar/work/0000950159-00-000384/0000950159-00-000384.txt : 20000928 0000950159-00-000384.hdr.sgml : 20000928 ACCESSION NUMBER: 0000950159-00-000384 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000926 EFFECTIVENESS DATE: 20000926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT BANCORP/NJ/ CENTRAL INDEX KEY: 0000101320 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 221903313 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46610 FILM NUMBER: 728829 BUSINESS ADDRESS: STREET 1: 301 CARNEGIE CENTER STREET 2: P O BOX 2066 CITY: PRINCETON STATE: NJ ZIP: 08543-2066 BUSINESS PHONE: 6099873200 MAIL ADDRESS: STREET 1: PO BOX 2066 STREET 2: 301 CARNEGIE CTR CITY: PRINCETON STATE: NJ ZIP: 08543-2066 FORMER COMPANY: FORMER CONFORMED NAME: UJB FINANCIAL CORP /NJ/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED JERSEY BANKS DATE OF NAME CHANGE: 19890815 S-8 1 0001.txt As filed with the Securities and Exchange Commission on September 26, 2000 Registration No. 333- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUMMIT BANCORP. (Exact name of registrant as specified in its charter) New Jersey 22-1903313 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066 (Address of Principal Executive Offices) (Zip Code) EMPLOYMENT AND RETENTION AGREEMENT OPTIONS (Full title of the plan) Richard F. Ober, Jr., Esq. Executive Vice President, General Counsel and Secretary 301 Carnegie Center, P.O. Box 2066 Princeton, N.J. 08543-2066 (Name and address of agent for service) (609) 987-3430 (Telephone number, including area code, of agent for service)
Calculation of Registration Fee Proposed Maximum Proposed Maximum Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of be Registered Registered Share(2) Price(2) Registration Fee(2) - ------------------------------------------------------------------------------------------------------------- Common Stock, 260,000 $29.6563 $7,710,638.00 $2,036.00 $.80 par value (and associated stock purchase rights)(1) (1) Prior to the occurrence of certain events, the stock purchase rights will not be evidenced separately from the common stock. (2) Pursuant to Rule 457(h)(1), based upon the price at which the options may be exercised.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Omitted as permitted by the Note to Part I of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information. Omitted as permitted by the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Summit Bancorp. ("Summit" or the "Company"), the Registrant, hereby incorporates by reference in this Registration Statement the following documents filed with the Securities and Exchange Commission (the "SEC"): (a) Summit's Annual Report on Form 10-K filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year ended December 31, 1999; (b) Summit's Quarterly Reports on Form 10-Q filed pursuant to Section 13(a) of the Exchange Act for the quarters ended March 31, 2000 and June 30, 2000; (c) Summit's Current Report on Form 8-K dated August 16,2000 (d) The description of the Common Stock of Summit contained in Summit's Registration Statement on Form 10 filed pursuant to Section 12 (b) of the Exchange Act, dated August 31, 1970, including all amendments thereto and reports filed under the Exchange Act for the purpose of updating such description (File No. 1-6451). (e) The description of the preferred stock purchase rights appurtenant to the Common Stock of Summit contained in Summit's Registration Statement on Form 8-A filed July 29, 1999, filed pursuant to Section 12(b) of the Exchange Act, including all amendments thereto and reports filed under the Exchange Act for the purpose of updating such description (File No. 1-6451). 2 All documents filed by Summit with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall likewise be deemed to be incorporated herein by reference and to be a part hereof from and as of the respective dates of filing of such documents. Item 4. Description of Securities. This item is not applicable inasmuch as the class of securities to be offered is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. The legality of the shares offered hereby is being passed upon for the Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice President, General Counsel and Secretary of Summit. As of August 31, 2000 Mr. Ober owned 57,205 shares of Common Stock and options to purchase 138,569 shares of Common Stock at a weighted average exercise price of $23.11. The consolidated financial statements of Summit and subsidiaries as of December 31, 1999 and 1998 and for each of the years in the three-year period ended December 31, 1999, included in Summit's Annual Report on Form 10-K for the year ended December 31, 1999, incorporated by reference herein, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Item 6. Indemnification of Directors and Officers. With respect to the indemnification of directors and officers, Section 5 of Article IX of the By-Laws of the Company provides: Section 5. Indemnification and Insurance. (a) Each person who was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that he or she is or was a corporate agent of the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a corporate agent or in any other capacity while serving as a corporate agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the laws of the State of New Jersey as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses and liabilities in connection therewith and such indemnification shall continue as to a person who has ceased to be a corporate agent and shall inure to the benefit of such corporate agent's heirs, executors, administrators and other legal representatives; provided, however, that except as provided in Section 5(c) of this By-Law, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this By-Law shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that the advancement of counsel fees to a claimant other than a claimant who is or was a director or Executive Vice President or higher ranking officer of the Corporation shall be made only when the Board of 3 Directors or the General Counsel of the Corporation determines that arrangements for counsel are satisfactory to the Corporation; and provided, further, that if the laws of the State of New Jersey so require, the payment of such expenses incurred by a corporate agent in such corporate agent's capacity as a corporate agent (and not in any other capacity in which service was or is rendered by such person while a corporate agent, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such corporate agent to repay all amounts so advanced if it shall ultimately be determined that such corporate agent is not entitled to be indemnified under this By-Law or otherwise. (b) To obtain indemnification under this By-Law, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 5(b), a determination, if required by applicable law, with respect to the claimant's entitlement thereto shall be made as follows: (1) if requested by a claimant who is or was a director of Executive Vice President or high ranking officers of this Corporation, by independent counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant; or (2) if the claimant is not a person described in Section 5(b)(1) or is such a person and if no request is made by such a claimant for a determination by independent counsel, (A) by the Board of Directors by a majority vote of a quorum consisting of disinterested directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of disinterested directors is not obtainable or, even if obtainable, such quorum of disinterested directors so directs, by independent counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant. In the event the determination of entitlement to indemnification is to be made by independent counsel at the request of the claimant, the independent counsel shall be selected by the Board of Directors and paid by the Corporation. If it is determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 20 days after such determination. (c) If a claim under Section 5(a) of this By-Law is not paid in full by the Corporation within thirty days after a written claim pursuant to Section 5(b) of this By-Law has been received by the Corporation, the claimant may at anytime thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim, including attorney's fees. It shall be a defense to any such act (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the laws of the State of New Jersey for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the laws of the State of New Jersey, nor an actual determination by the Corporation (including its Board of Directors or independent counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (d) If a determination shall have been made pursuant to Section 5(b) of this By-Law that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 5(c) of this By-Law. 4 (e) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this By-Law shall not be exclusive of any other rights which any person may have or hereafter acquire under any statute, provisions of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or disinterested directors or otherwise. No repeal or modification of this By-Law shall in any way diminish or adversely affect the rights of any corporate agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification. (f) The Corporation may maintain insurance, at its expense, to protect itself and any corporate agent of the corporation or other enterprise against any expense or liability, whether or not the Corporation would have the power to indemnify such person against such expense or liability under the laws of the State of New Jersey. (g) If any provision or provisions of this By-Law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this By-Law (including, without limitation, each portion of any section of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this By-Law (including, without limitation, each such portion of any section of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. (h) For purposes of this By-Law: (1) "disinterested director" means a director of the Corporation who is not and was not a party to or otherwise involved in the matter in respect of which indemnification is sought by the claimant. (2) "independent counsel" means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant's rights under this By-Law. (3) "corporate agent" means any person who is or was a director, officer, employee or agent of the Corporation or of any constituent corporation absorbed by the Corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any subsidiary of the Corporation or of any other enterprise, serving as such at the request of this Corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent; (4) "other enterprise" means any domestic or foreign corporation, other than the Corporation, and any partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a corporate agent; (5) "expenses" means reasonable costs, disbursements and counsel fees; (6) "liabilities" means amounts paid or incurred in satisfaction of settlements, judgements, fines and penalties; 5 (7) "proceeding" means any pending, threatened or completed civil, criminal, administrative, legislative, investigative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding; and (8) References to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the indemnifying corporation" include any service as a corporate agent which imposes duties on, or involves services by, the corporate agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acts in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the corporation." (i) Any notice, request or other communication required or permitted to be given to the Corporation under this By-Law shall be in writing and either delivered in person or sent by facsimile, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary. (j) This By-Law shall be implemented and construed to provide any corporate agent described above who is found to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation the maximum indemnification, advancement of expenses, and reimbursement for liabilities and expenses allowed by law. Such provision is consistent with Section 14A:3-5 of the Business Corporation Act of the State of New Jersey, the state of Summit's incorporation, which permits the indemnification of officers and directors, under certain circumstances and subject to specified limitations, against liability which any officer or director may incur in such capacity. Article 7 of Summit's Restated Certificate of Incorporation provides that: Except to the extent prohibited by law, no Director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders provided that a Director or officer shall not be relieved from liability for any breach of duty based upon an act or omission (a) in breach of such persons duty of loyalty to the Corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt of an improper personal benefit. Neither the amendment or repeal of this Article 7, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article 7, shall eliminate or reduce the effect of this Article 7 in respect of any matter which occurred, or any cause of action, suit or claim which but for this Article 7 would have accrued or arisen, prior to such amendment, repeal or adoption. Summit carries officers' and directors' liability insurance policies which provide coverage against judgments, settlements and legal costs incurred because of actual or asserted acts of such officers and directors of Summit arising out of their duties as such, subject to certain exceptions, including, but not limited to, damages based upon illegal personal profits or adjudicated dishonesty of the person seeking indemnification. The policies provide coverage of $50,000,000 in the aggregate. 6 Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. This Registration Statement includes the following exhibits: 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality. 10(a) Form of Executive Option Grant Letter (b) Form of Non-Executive Option Grant Letter 23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5). (b) Consent of KPMG LLP.. 24 Power of Attorney (contained on the signature pages to this Registration Statement). Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above shall not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 7 (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of West Windsor and the State of New Jersey on this 26th day of September, 2000. SUMMIT BANCORP. By: /s/ T. Joseph Semrod --------------------------------------- T. Joseph Semrod Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Joseph Semrod, William J. Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 26th day of September, 2000 by the following persons in the capacities indicated. Signatures Titles /s/ T. Joseph Semrod Chairman of the Board of Directors - ----------------------------- (Chief Executive Officer and President) T. Joseph Semrod /s/ William J. Healy Executive Vice President-Finance - ----------------------------- (Principal Financial Officer) William J. Healy /s/ Paul V. Stahlin Senior Vice President and Comptroller - ----------------------------- (Principal Accounting Officer) Paul V. Stahlin /s/ Robert L. Boyle Director - ----------------------------- Robert L. Boyle /s/ James C. Brady Director - ----------------------------- James C. Brady 9 Signatures Titles /s/ John G. Collins Director - ----------------------------- John G. Collins /s/ T.J. Dermot Dunphy Director - ----------------------------- T.J. Dermot Dunphy /s/ Anne Evans Estabrook Director Anne Evans Estabrook /s/ Elinor J. Ferdon Director - ----------------------------- Elinor J. Ferdon /s/ William J. Freeman Director - ----------------------------- William J. Freeman /s/ Thomas H. Hamilton Director - ----------------------------- Thomas H. Hamilton /s/ Arthur J. Kania Director - ----------------------------- Arthur J. Kania /s/ Francis J. Mertz Director - ----------------------------- Francis J. Mertz /s/ George L. Miles, Jr. Director - ----------------------------- George L. Miles, Jr. /s/ William R. Miller Director - ----------------------------- William R. Miller /s/ Raymond Silverstein Director - ----------------------------- Raymond Silverstein Director - ----------------------------- Orin R. Smith /s/ Joseph M. Tabak Director - ----------------------------- Joseph M. Tabak /s/ Douglas G. Watson Director - ----------------------------- Douglas G. Watson 10 EXHIBIT INDEX Exhibit No. Description 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality 10(a) Form of Executive Option Grant Letter (b) Form of Non-Executive Option Grant Letter 23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5) (b) Consent of KPMG LLP 24 Power of Attorney (contained on the signature pages to this Registration Statement) 11 EX-5 2 0002.txt Exhibit 5 September 14, 2000 Summit Bancorp. 301 Carnegie Center P.O. Box 2066 Princeton, New Jersey 08543 Re: Registration Statement on Form S-8 of Summit Bancorp. Relating to 260,000 Shares of Summit Bancorp. Common Stock Issuable under the Employment and Retention Agreements. Gentlemen: This opinion is given in connection with the filing of the Registration Statement on Form S-8 (the "Registration Statement") by Summit Bancorp. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to an aggregate of 260,000 shares of the Company's Common Stock, par value $.80 per share (the "Shares"), which may be offered through exercise of stock options (the "Options") granted under employment and retention agreements with certain employees of Summit Bank, a wholly-owned subsidiary of the Company (the "Employee Agreements"). I have acted as counsel for the Company in connection with the filing of the Registration Statement. In so acting, I have made such investigation, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such corporate documents and instruments as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In connection therewith I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. As to questions of fact material to such opinion, I have relied upon representations of officers or representatives of the Company. Based upon the foregoing, I am of the opinion that the Shares will be, when issued , delivered and paid for in accordance with the terms of the Options under the Employee Agreements, be validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. I further consent to any and all references to me in the Prospectus which is part of said Registration Statement, should there be any. Very truly yours, /s/ Richard F. Ober, Jr. EX-10.A 3 0003.txt EXHIBIT 10(a) Dear Mr. ______: Summit Bancorp hereby grants to you a non-qualified option (the "Option") to purchase ___ shares of Summit Bancorp Common Stock, par value $.80 per share ("Summit Stock") subject to the terms and conditions set forth in this grant letter. This Option grant and the Option are contingent, and shall take effect only, upon your commencement of employment with Summit Bank in accordance with your employment agreement with Summit Bank dated September___, 2000 ("Employment Agreement"). The exercise price of your Option is the average of the high and low sale prices of a share of Summit Bancorp Common Stock today on the NYSE Composite Transactions List (as reported in The Wall Street Journal or, in the absence thereof, as reported by another authoritative source), or, if no share of Summit Stock is traded today, the last day on which one share of Summit Stock was traded. Your Option is called "non-qualified" because it is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("Code"). When Your Option Can Be Exercised & Expiration Date Your Option becomes exercisable in accordance with the following exercisability schedule ("Exercisability Schedule"): with respect to ____ shares of Summit Stock on the first anniversary date of this grant letter and your Option becomes exercisable with respect to the remaining ____ shares of Summit Stock on the second anniversary date of this grant letter ("Full Exercise Date"). As your Option becomes exercisable in accordance with the Exercisability Schedule or as otherwise as set forth below, the exercisable portion of your Option can be exercised at any time in whole or in part until (and including) the tenth anniversary date of this grant letter (the "Expiration Date"). Any part of this Option which is not exercised on or before the Expiration Date will automatically and without further notice to you immediately terminate. Notwithstanding the foregoing paragraph: (i) Upon the occurrence of a Change in Control (as defined at Section 6(d) of the Employment Agreement), your Option will become immediately exercisable in full; (ii) If your employment with Summit and its affiliates terminates prior to the Full Exercise Date pursuant to Section 3(a)(7) of the Employment Agreement, other than following the occurrence of a Change in Control, any portion of your Option which has not yet become exercisable in accordance with the Exercisability Schedule shall terminate at the earlier to occur of your last day of employment or the Termination Date (as defined at Section 3(a) of the Employment Agreement); (iii) If your employment with Summit and its affiliates terminates prior to the Full Exercise Date pursuant to Sections 3(a)(1), 3(a)(2), 3(a)(3), 3(a)(5), 3(a)(6) or 3(a)(8) of the Employment Agreement, your Option becomes exercisable in accordance with Section 3(b)(2)(v) or Section 3(b)(3)(i), as applicable, of the Employment Agreement; -1- (iv) If your employment with Summit and its affiliates terminates at any time pursuant to Section 3(a)(4) of the Employment Agreement, your Option shall terminate at the earlier to occur of your last day of employment or the Termination Date; and (v) The Compensation Committee of Summit Bancorp (the "Committee"), in its discretion, may determine that upon the occurrence of a Change in Control your Option shall terminate, notwithstanding the date upon which it otherwise would terminate, within a specified number of days (but not less than five (5) days) after notice of such termination is given to you, and that you shall receive in respect of such termination, with respect to each share of Summit Stock subject to any portion of your Option which has not theretofore been exercised, cash in an amount equal to the excess of (i) the fair market value of such share immediately prior to the date of termination over (ii) the exercise price per share of your Option; provided, however, that the date of termination of your Option shall not be earlier than five (5) days after the public announcement of the material terms of the Change in Control transaction, as determined in good faith by the Committee. The provisions contained in the preceding sentence shall be inapplicable to your Option if a Change in Control should occur within six (6) months of the date of this grant letter and you are a director or executive officer of Summit Bancorp or a beneficial owner of Summit Stock who is described in Section 16(a) of the Exchange Act unless an exemption under Section 16(b) is otherwise available; it being understood, however, that such provisions shall be applicable to the legal representative or permitted successor of a director or executive officer who has died or become disabled (as defined in Section 22(e)(3) of the Code) during such six-month period. Nontransferability of the Option This Option is not transferable other than by will or the laws of inheritance, descent and distribution. This means that during your lifetime this Option may be exercised only by you. This Option may also not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and is not subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions of this grant letter, or the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect. How To Exercise Any exercise of this Option must be in a writing addressed to the Corporate Secretary of Summit Bancorp at its principal place of business substantially in the form of Attachment A. The notice of exercise must specify the number of shares to be purchased and must specify a business day, which can be the same day as the date of the notice but may not be more than fifteen (15) days from the date of the notice, for payment of the full purchase price. For purposes of the Option, an exercise is effective on the date that both the notice of exercise and full payment of the purchase price have been received by the Corporate Secretary of Summit Bancorp and certificates representing the shares so purchased (the "Purchased Shares") will bear that date. Methods of Paying the Purchase Price Payment for the Purchased Shares may be made by any one or more of the following methods: (i) By delivering a certified, bank cashier's or bank treasurer's check payable to the order of Summit Bancorp ("Cash Exercise Method"). You are not permitted to borrow from Summit Bancorp or any direct or indirect subsidiary of Summit Bancorp for the purpose of exercising this Option in whole or in part (except that "cashless exercises" through Summit Bancorp's securities broker affiliate, Summit Financial Services Group, Inc., as described in (iii) below are permitted); -2- (ii) Subject to certain restrictions and certain conditions discussed below, by delivering shares of Summit Common Stock (in proper form for transfer and accompanied by any required stock transfer stamps or equivalent cash amount) ("Stock Exercise Method"). Summit Stock delivered in payment of all or any portion of the purchase price will be valued at its "fair market value." For all purposes under this Option, "fair market value" will be determined as follows: If Summit Stock is listed on one or more national securities exchanges in the United States or admitted to trading on one or more national securities exchanges in the Unites States pursuant to unlisted trading privileges granted by such exchanges (and approved by the U.S. Securities and Exchange Commission) on the date as of which fair market value must be or is to be determined (a "determination date"), fair market value shall be deemed to be the average of the high and low quotations at which Summit Stock is sold on such national securities exchanges, considered on a composite basis, on the determination date. If Summit Stock is listed on one or more national securities exchanges in the United States or admitted to trading on one or more national securities exchanges in the United States pursuant to unlisted trading privileges granted by such exchanges (and approved by U.S. Securities and Exchange Commission) on such determination date, but Summit Stock is not traded on any of such exchanges on such date, or none of such national securities exchanges are open for business on such date, fair market value shall be determined as of the closest preceding date on which any of such exchanges shall have been open for business and Summit Stock shall have been traded. Notwithstanding any of the foregoing, the Committee shall at all times retain the power to establish fair market value in the event that, in its discretion, it determines that extraordinary circumstances or conditions have affected trading in Summit Stock on one or more such exchanges such that, in its judgement, the fair market value determined in accordance with the foregoing does not reflect the true fair market value of Summit Stock on such determination date. For all purposes under this Option, the determination by the Committee of the fair market value shall be conclusive; or (iii) Subject to certain restrictions discussed below, by arranging for a "cashless exercise" of the Option through a securities broker such as Summit Bancorp's securities broker affiliate, Financial Services Group, Inc., and instructing the securities broker to forward full payment of the purchase price to the Corporate Secretary of Summit Bancorp. Restrictions. As noted in clauses (ii) and (iii) above, certain restrictions apply to the use of the Stock Exercise Method for exercising this Option and to "cashless exercises" of this Option. In particular, certain employees of Summit Bancorp will not be able to use the Stock Exercise Method to pay any part of the purchase price of the Option, or to arrange for a "cashless exercise" of the Option, during trading "blackout" periods imposed by Summit Bancorp to comply with the Federal securities laws. Additionally, no employee possessing material inside information about Summit Bancorp may use the Stock Exercise Method to pay any part of the purchase price of the Option, or to arrange for a "cashless exercise" of the Option, while in possession of the material inside information. The Cash Exercise Method of exercising this Option will always be available even during a "blackout" period when these restrictions might apply. At the time you wish to exercise this Option, the Summit Corporate Secretary Department will advise you whether any such restrictions apply to you. Conditions. As noted in clause (ii) above, certain conditions must be satisfied before Summit Stock can be used to pay for any part of the purchase price of the Option. In particular, Summit Stock must be held for six months before it can be used to pay for any exercise of the Option. "Ownership" of any Summit Stock acquired through an award of stock under one of Summit's stock compensation plans does not begin until all transfer restrictions applicable to the particular stock, if any, have lapsed. Conditions on the Exercise of the Option Certificate Legends and Compliance with Securities Laws. Summit Bank has agreed at Section 4(e) of the -3- Employment Agreement to maintain an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws. Without there occurring a waiver of your rights under that provision: (i) If Summit Bancorp in its sole discretion determines that it is necessary in order to comply with applicable securities laws, the certificate or certificates representing the Purchased Shares will bear a legend in form and substance determined to be appropriate by Summit Bancorp under such laws. (ii) In addition, you hereby promise and agree with Summit Bancorp that if, at the time of exercise of this Option, there does not exist a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall include a prospectus which is current with respect to the shares being purchased, as a condition precedent to your right to exercise the Option you will represent and warrant to Summit Bancorp (i) that you are purchasing the shares for your own account and not with a view to the resale or distribution thereof and (ii) that any subsequent offer for sale or sale of any such shares shall be made either pursuant to (x) a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall be current with respect to the shares being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, you shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion, in form and substance satisfactory to Summit Bancorp from counsel for or approved by Summit Bancorp as to the availability of such exemption. Payment of Taxes. Certain federal and state laws require Summit Bancorp or the subsidiary corporation by which you are employed, at the time or times that you may exercise this Option, to collect from you an amount of money which in the aggregate satisfies all applicable federal and state withholding tax requirements and the federal Social Security tax requirement (unless your earned income is not subject to Social Security tax at the time of exercise or the federal Social Security tax requirement is otherwise not applicable to you) calculated on basis of the excess of (i) the aggregate market value on the date of exercise of the Purchased Shares (the average of the high and low sale prices on such date times the number of Purchased Shares) over (ii) the aggregate exercise price of such Purchased Shares. You promise and agree to pay such taxes to Summit Bancorp. Summit Bancorp is required to collect certain minimum amounts from employees pursuant to Federal and State requirements (currently about 38%) regardless of an employee's personal tax situation. Withholding taxes are due from you at the withholding rate you elect on Attachment B. You may pay as follows: (i) By delivering a certified, bank cashier's or bank treasurer's check payable to the order of Summit Bancorp using existing personal funds ("Cash Tax Method"); (ii) Subject to certain restrictions discussed below, by arranging for proceeds from a full or partial "cashless exercise" of the Option to be forwarded to the Summit Bancorp Corporate Secretary Department by the securities broker handling the cashless exercise; (iii) If you elect the minimum withholding rate on Attachment B, subject to certain restrictions discussed below, by instructing Summit Bancorp to withhold Purchased Shares at this minimum rate; or (iv) If you elect a withholding rate on Attachment B which is higher than the minimum withholding rate, subject to certain restrictions discussed below, by: (a) instructing Summit to withhold Purchased Shares at the minimum withholding rate; and (b) paying for the balance of the tax owed at the higher withholding rate through a method described at clause (i) or clause (ii) above. -4- If you choose to pay the tax obligation which arises upon an exercise of this Option by the Cash Tax Method (clause (i) above), you need do nothing at the time of exercise other than properly complete Attachments A and B and return them to the Summit Bancorp Corporate Secretary Department. After receiving Attachments A and B from you, Summit Bancorp will calculate the amount of taxes you owe and notify you by letter of this amount. You agree that promptly upon receiving this notice from Summit Bancorp you will forward full payment to Summit Bancorp. In the event that Summit Bancorp does not promptly receive such payment, you agree that Summit Bancorp or the subsidiary corporation by which you are employed shall have the authority to withhold from any cash compensation payable or paid to you, or on your behalf, enough to pay all tax liabilities arising on account of the exercise. You agree that Summit Bancorp may, in its discretion, (i) hold the stock certificate to which you are entitled by virtue of an exercise of this Option as security for the payment of the previously mentioned tax liabilities, until enough cash to pay the liabilities has been collected, and (ii) pay your tax liabilities by selling such stock if (a) payment is not promptly received, (b) in Summit Bancorp's judgement, enough cash cannot be withheld from future compensation to pay such taxes or (c) both circumstances (a) and (b) exist. If you elect to pay your taxes by having Purchased Shares withheld (under either clause (iii) or (iv) above), the election must be made on Attachment B and the properly completed Attachment B must be received by the Corporate Secretary Department of Summit Bancorp on or before the date the exercise of the Option is effective. The Summit Stock used to pay your tax obligation will be valued at its fair market value on the effective date of the exercise of the Option. An election to pay your tax withholding obligation by having Summit withhold Purchased Shares cannot be changed. The election is also subject to the approval of the Compensation Committee. Restrictions. As noted in clauses (ii), (iii) and (iv) above, certain restrictions could apply to you if you elect to pay your tax withholding obligation by having proceeds of a cashless exercise of the Option paid to Summit Bancorp or by directing Summit Bancorp to withhold Purchased Shares. In particular, certain employees of Summit Bancorp will not be able to have Purchased Shares withheld to pay their tax liabilities, or to arrange for a "cashless exercise" of the Option, during trading "blackout" periods imposed by Summit Bancorp to comply with the Federal securities laws or to ensure pooling-of-interest accounting treatment for certain of its acquisitions. Additionally, no employee possessing material inside information about Summit Bancorp will be able to have Purchased Shares withheld to pay their tax liabilities, or to arrange for a "cashless exercise" of the Option, while in possession of the material inside information. The Cash Tax Method of paying withholding tax liabilities will always be available during any "blackout" period when these restrictions might apply. At the time you wish to exercise this Option, the Summit Corporate Secretary Department will advise you whether any such restrictions apply to you. In addition, you acknowledge and agree that Summit Bancorp shall at all times have the right to modify, restrict or end (i) any method for exercising this Option other than the Cash Exercise Method, and (ii) any method for paying tax liabilities arising in connection with the exercise of this Option other than the Cash Tax Method. Adjustments of Shares; Effect of Certain Transactions In the event of any change in the outstanding shares of Summit Bancorp. through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-off, spin-off, combination of shares, or other like change in capital structure of Summit Bancorp., an adjustment shall be made to each outstanding Option such that each such Option shall thereafter be exercisable for such securities or other property as would have been received in respect of the shares subject to such Option had such Option been exercised in full immediately prior to such change, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change, the Committee shall make any further adjustment as may be appropriate to the number of shares and price per share subject to outstanding Options as shall be equitable to -5- prevent dilution or enlargement of rights under such Options and the determination of the Committee as to these matters shall be conclusive. All adjustments shall be rounded down to the next lower full share. Amendment The Board of Directors may, from time to time, amend the Options (including amendments which accelerate the exercisability of Options) in conjunction with an amendment of all options outstanding under all option plans of Summit Bancorp, provided that no amendment shall adversely affect the rights and obligations under the Options without the consent of the holder of the Option. In addition, interpretations of administrative provisions of the stock option plans of Summit Bancorp by the Board of Directors of Summit Bancorp or the Committee shall apply to like administrative provisions of this Option. Governing Law The Options and related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey. On Behalf of Summit Bancorp, Please indicate you acceptance of this option grant on the terms provided for herein by signing below: - ------------------------- -------------------------- Executive Vice President (Signature) -------------------------- (Name of Executive) Attachments: A - Notice of Option Exercise B - Tax Election Form -6- EX-10.B 4 0004.txt EXHIBIT 10(b) Dear Mr. _________: Summit Bancorp hereby grants to you a non-qualified option (the "Option") to purchase _______ shares of Summit Bancorp Common Stock, par value $.80 per share ("Summit Stock") subject to the terms and conditions set forth in this grant letter. This Option grant and the Option are contingent, and shall take effect only, upon your commencement of employment with Summit Bank in accordance with your employment or retention agreement, as applicable, with Summit Bank dated September___, 2000 ("Agreement"). The exercise price of your Option is the average of the high and low sale prices of a share of Summit Bancorp Common Stock today on the NYSE Composite Transactions List (as reported in The Wall Street Journal or, in the absence thereof, as reported by another authoritative source), or, if no share of Summit Stock is traded today, the last day on which one share of Summit Stock was traded. Your Option is called "non-qualified" because it is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("Code"). When Your Option Can Be Exercised & Expiration Date Your Option becomes exercisable on January 1, 2002 ("First Exercise Date"). Once your Option has become exercisable it can be exercised at any time in whole or in part until (and including) the tenth anniversary date of this grant letter (the "Expiration Date"). Any part of this Option which is not exercised on or before the Expiration Date will automatically and without further notice to you immediately terminate. Notwithstanding the foregoing paragraph: (i) Upon the occurrence of a Change in Control (as defined at Section 3(c)(4) of the Agreement), your Option will become immediately exercisable in full; (ii) If your employment with Summit and its affiliates terminates prior to the First Exercise Date pursuant to Section 3(a)(7) of the Agreement, other than following the occurrence of a Change in Control, your Option shall terminate at the earlier to occur of your last day of employment or the Termination Date (as defined at Section 3(a) of the Agreement); (iii) If your employment with Summit and its affiliates terminates prior to the First Exercise Date pursuant to Sections 3(a)(1) (employment agreements only), 3(a)(2), 3(a)(3), 3(a)(5), 3(a)(6) or 3(a)(8) of the Agreement, your Option becomes exercisable in accordance with Section 3(b)(2)(iv) of the Agreement; (iv) If your employment with Summit and its affiliates terminates at any time pursuant to Section 3(a)(4) of the Agreement, your Option shall terminate at the earlier to occur of your last day of employment or the Termination Date; and (v) The Compensation Committee of Summit Bancorp (the "Committee"), in its discretion, may determine that upon the occurrence of a Change in Control your Option shall terminate, notwithstanding the date upon -1- which it otherwise would terminate, within a specified number of days (but not less than five (5) days) after notice of such termination is given to you, and that you shall receive in respect of such termination, with respect to each share of Summit Stock subject to any portion of your Option which has not theretofore been exercised, cash in an amount equal to the excess of (i) the fair market value of such share immediately prior to the date of termination over (ii) the exercise price per share of your Option; provided, however, that the date of termination of your Option shall not be earlier than five (5) days after the public announcement of the material terms of the Change in Control transaction, as determined in good faith by the Committee. The provisions contained in the preceding sentence shall be inapplicable to your Option if a Change in Control should occur within six (6) months of the date of this grant letter and you are a director or executive officer of Summit Bancorp or a beneficial owner of Summit Stock who is described in Section 16(a) of the Exchange Act unless an exemption under Section 16(b) is otherwise available; it being understood, however, that such provisions shall be applicable to the legal representative or permitted successor of a director or executive officer who has died or become disabled (as defined in Section 22(e)(3) of the Code) during such six-month period. Nontransferability of the Option This Option is not transferable other than by will or the laws of inheritance, descent and distribution. This means that during your lifetime this Option may be exercised only by you. This Option may also not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and is not subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions of this grant letter, or the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect. How To Exercise Any exercise of this Option must be in a writing addressed to the Corporate Secretary of Summit Bancorp at its principal place of business substantially in the form of Attachment A. The notice of exercise must specify the number of shares to be purchased and must specify a business day, which can be the same day as the date of the notice but may not be more than fifteen (15) days from the date of the notice, for payment of the full purchase price. For purposes of the Option, an exercise is effective on the date that both the notice of exercise and full payment of the purchase price have been received by the Corporate Secretary of Summit Bancorp and certificates representing the shares so purchased (the "Purchased Shares") will bear that date. Methods of Paying the Purchase Price Payment for the Purchased Shares may be made by any one or more of the following methods: (i) By delivering a certified, bank cashier's or bank treasurer's check payable to the order of Summit Bancorp ("Cash Exercise Method"). You are not permitted to borrow from Summit Bancorp or any direct or indirect subsidiary of Summit Bancorp for the purpose of exercising this Option in whole or in part (except that "cashless exercises" through Summit Bancorp's securities broker affiliate, Summit Financial Services Group, Inc., as described in (iii) below are permitted); (ii) Subject to certain restrictions and certain conditions discussed below, by delivering shares of Summit Common Stock (in proper form for transfer and accompanied by any required stock transfer stamps or equivalent cash amount) ("Stock Exercise Method"). Summit Stock delivered in payment of all or any portion of the purchase price will be valued at its "fair market value." For all purposes under this Option, "fair market value" will be determined as follows: If Summit Stock is listed on one or more national -2- securities exchanges in the United States or admitted to trading on one or more national securities exchanges in the Unites States pursuant to unlisted trading privileges granted by such exchanges (and approved by the U.S. Securities and Exchange Commission) on the date as of which fair market value must be or is to be determined (a "determination date"), fair market value shall be deemed to be the average of the high and low quotations at which Summit Stock is sold on such national securities exchanges, considered on a composite basis, on the determination date. If Summit Stock is listed on one or more national securities exchanges in the United States or admitted to trading on one or more national securities exchanges in the United States pursuant to unlisted trading privileges granted by such exchanges (and approved by U.S. Securities and Exchange Commission) on such determination date, but Summit Stock is not traded on any of such exchanges on such date, or none of such national securities exchanges are open for business on such date, fair market value shall be determined as of the closest preceding date on which any of such exchanges shall have been open for business and Summit Stock shall have been traded. Notwithstanding any of the foregoing, the Committee shall at all times retain the power to establish fair market value in the event that, in its discretion, it determines that extraordinary circumstances or conditions have affected trading in Summit Stock on one or more such exchanges such that, in its judgement, the fair market value determined in accordance with the foregoing does not reflect the true fair market value of Summit Stock on such determination date. For all purposes under this Option, the determination by the Committee of the fair market value shall be conclusive; or (iii) Subject to certain restrictions discussed below, by arranging for a "cashless exercise" of the Option through a securities broker such as Summit Bancorp's securities broker affiliate, Financial Services Group, Inc., and instructing the securities broker to forward full payment of the purchase price to the Corporate Secretary of Summit Bancorp. Restrictions. As noted in clauses (ii) and (iii) above, certain restrictions apply to the use of the Stock Exercise Method for exercising this Option and to "cashless exercises" of this Option. In particular, certain employees of Summit Bancorp will not be able to use the Stock Exercise Method to pay any part of the purchase price of the Option, or to arrange for a "cashless exercise" of the Option, during trading "blackout" periods imposed by Summit Bancorp to comply with the Federal securities laws. Additionally, no employee possessing material inside information about Summit Bancorp may use the Stock Exercise Method to pay any part of the purchase price of the Option, or to arrange for a "cashless exercise" of the Option, while in possession of the material inside information. The Cash Exercise Method of exercising this Option will always be available even during a "blackout" period when these restrictions might apply. At the time you wish to exercise this Option, the Summit Corporate Secretary Department will advise you whether any such restrictions apply to you. Conditions. As noted in clause (ii) above, certain conditions must be satisfied before Summit Stock can be used to pay for any part of the purchase price of the Option. In particular, Summit Stock must be held for six months before it can be used to pay for any exercise of the Option. "Ownership" of any Summit Stock acquired through an award of stock under one of Summit's stock compensation plans does not begin until all transfer restrictions applicable to the particular stock, if any, have lapsed. Conditions on the Exercise of the Option Certificate Legends and Compliance with Securities Laws. Summit Bank has agreed at Section 4(e) of the Agreement to maintain an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws. Without there occurring a waiver of your rights under that provision: (i) If Summit Bancorp in its sole discretion determines that it is necessary in order to comply with applicable securities laws, the certificate or certificates representing the Purchased Shares will bear a legend in form -3- and substance determined to be appropriate by Summit Bancorp under such laws. (ii) In addition, you hereby promise and agree with Summit Bancorp that if, at the time of exercise of this Option, there does not exist a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall include a prospectus which is current with respect to the shares being purchased, as a condition precedent to your right to exercise the Option you will represent and warrant to Summit Bancorp (i) that you are purchasing the shares for your own account and not with a view to the resale or distribution thereof and (ii) that any subsequent offer for sale or sale of any such shares shall be made either pursuant to (x) a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall be current with respect to the shares being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, you shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion, in form and substance satisfactory to Summit Bancorp from counsel for or approved by Summit Bancorp as to the availability of such exemption. Payment of Taxes. Certain federal and state laws require Summit Bancorp or the subsidiary corporation by which you are employed, at the time or times that you may exercise this Option, to collect from you an amount of money which in the aggregate satisfies all applicable federal and state withholding tax requirements and the federal Social Security tax requirement (unless your earned income is not subject to Social Security tax at the time of exercise or the federal Social Security tax requirement is otherwise not applicable to you) calculated on basis of the excess of (i) the aggregate market value on the date of exercise of the Purchased Shares (the average of the high and low sale prices on such date times the number of Purchased Shares) over (ii) the aggregate exercise price of such Purchased Shares. You promise and agree to pay such taxes to Summit Bancorp. Summit Bancorp is required to collect certain minimum amounts from employees pursuant to Federal and State requirements (currently about 38%) regardless of an employee's personal tax situation. Withholding taxes are due from you at the withholding rate you elect on Attachment B. You may pay as follows: (i) By delivering a certified, bank cashier's or bank treasurer's check payable to the order of Summit Bancorp using existing personal funds ("Cash Tax Method"); (ii) Subject to certain restrictions discussed below, by arranging for proceeds from a full or partial "cashless exercise" of the Option to be forwarded to the Summit Bancorp Corporate Secretary Department by the securities broker handling the cashless exercise; (iii) If you elect the minimum withholding rate on Attachment B, subject to certain restrictions discussed below, by instructing Summit Bancorp to withhold Purchased Shares at this minimum rate; or (iv) If you elect a withholding rate on Attachment B which is higher than the minimum withholding rate, subject to certain restrictions discussed below, by: (a) instructing Summit to withhold Purchased Shares at the minimum withholding rate; and (b) paying for the balance of the tax owed at the higher withholding rate through a method described at clause (i) or clause (ii) above. If you choose to pay the tax obligation which arises upon an exercise of this Option by the Cash Tax Method (clause (i) above), you need do nothing at the time of exercise other than properly complete Attachments A and B and return them to the Summit Bancorp Corporate Secretary Department. After receiving Attachments A and B from you, Summit Bancorp will calculate the amount of taxes you owe and notify you by letter of this amount. You agree that promptly upon receiving this notice from Summit Bancorp you will forward full payment to -4- Summit Bancorp. In the event that Summit Bancorp does not promptly receive such payment, you agree that Summit Bancorp or the subsidiary corporation by which you are employed shall have the authority to withhold from any cash compensation payable or paid to you, or on your behalf, enough to pay all tax liabilities arising on account of the exercise. You agree that Summit Bancorp may, in its discretion, (i) hold the stock certificate to which you are entitled by virtue of an exercise of this Option as security for the payment of the previously mentioned tax liabilities, until enough cash to pay the liabilities has been collected, and (ii) pay your tax liabilities by selling such stock if (a) payment is not promptly received, (b) in Summit Bancorp's judgement, enough cash cannot be withheld from future compensation to pay such taxes or (c) both circumstances (a) and (b) exist. If you elect to pay your taxes by having Purchased Shares withheld (under either clause (iii) or (iv) above), the election must be made on Attachment B and the properly completed Attachment B must be received by the Corporate Secretary Department of Summit Bancorp on or before the date the exercise of the Option is effective. The Summit Stock used to pay your tax obligation will be valued at its fair market value on the effective date of the exercise of the Option. An election to pay your tax withholding obligation by having Summit withhold Purchased Shares cannot be changed. The election is also subject to the approval of the Compensation Committee. Restrictions. As noted in clauses (ii), (iii) and (iv) above, certain restrictions could apply to you if you elect to pay your tax withholding obligation by having proceeds of a cashless exercise of the Option paid to Summit Bancorp or by directing Summit Bancorp to withhold Purchased Shares. In particular, certain employees of Summit Bancorp will not be able to have Purchased Shares withheld to pay their tax liabilities, or to arrange for a "cashless exercise" of the Option, during trading "blackout" periods imposed by Summit Bancorp to comply with the Federal securities laws or to ensure pooling-of-interest accounting treatment for certain of its acquisitions. Additionally, no employee possessing material inside information about Summit Bancorp will be able to have Purchased Shares withheld to pay their tax liabilities, or to arrange for a "cashless exercise" of the Option, while in possession of the material inside information. The Cash Tax Method of paying withholding tax liabilities will always be available during any "blackout" period when these restrictions might apply. At the time you wish to exercise this Option, the Summit Corporate Secretary Department will advise you whether any such restrictions apply to you. In addition, you acknowledge and agree that Summit Bancorp shall at all times have the right to modify, restrict or end (i) any method for exercising this Option other than the Cash Exercise Method, and (ii) any method for paying tax liabilities arising in connection with the exercise of this Option other than the Cash Tax Method. Adjustments of Shares; Effect of Certain Transactions In the event of any change in the outstanding shares of Summit Bancorp. through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-off, spin-off, combination of shares, or other like change in capital structure of Summit Bancorp., an adjustment shall be made to each outstanding Option such that each such Option shall thereafter be exercisable for such securities or other property as would have been received in respect of the shares subject to such Option had such Option been exercised in full immediately prior to such change, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change, the Committee shall make any further adjustment as may be appropriate to the number of shares and price per share subject to outstanding Options as shall be equitable to prevent dilution or enlargement of rights under such Options and the determination of the Committee as to these matters shall be conclusive. All adjustments shall be rounded down to the next lower full share. -5- Amendment The Board of Directors may, from time to time, amend the Options (including amendments which accelerate the exercisability of Options) in conjunction with an amendment of all options outstanding under all option plans of Summit Bancorp, provided that no amendment shall adversely affect the rights and obligations under the Options without the consent of the holder of the Option. In addition, interpretations of administrative provisions of the stock option plans of Summit Bancorp by the Board of Directors of Summit Bancorp or the Committee shall apply to like administrative provisions of this Option. Governing Law The Options and related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey. On Behalf of Summit Bancorp, Please indicate you acceptance of this option grant on the terms provided for herein by signing below: - ------------------------- -------------------------- Executive Vice President (Signature) -------------------------- (Name of Executive) Attachments: A - Notice of Option Exercise B - Tax Election Form -6- EX-23 5 0005.txt EX-23(B) Exhibit 23(b) INDEPENDENT AUDITORS' CONSENT The Board of Directors Summit Bancorp.: We consent to the use of our report dated January 18, 2000 relating to the consolidated balance sheets of Summit Bancorp and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders equity and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 Annual Report on Form 10- K of Summit Bancorp. incorporated by reference in the Registration Statement on Form S-8 of Summit Bancorp. We also consent to the reference to our firm under the caption "Interests of Named Experts and Counsel". /s/ KPMG LLP Short Hills, New Jersey September 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----