-----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, BC3QK7hceluX6TxyKi9I2Iy7LGUof5UmpghGyP0WXglw3+nBwSvScNq/GP4zFOF9 Y2Yw/LXSK66xB42u2dNNhA== 0000927796-98-000112.txt : 19980430 0000927796-98-000112.hdr.sgml : 19980430 ACCESSION NUMBER: 0000927796-98-000112 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980428 EFFECTIVENESS DATE: 19980428 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEAPACK GLADSTONE FINANCIAL CORP CENTRAL INDEX KEY: 0001050743 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223537895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51187 FILM NUMBER: 98602927 BUSINESS ADDRESS: STREET 1: PEAPACK GLADSTONE FINACIAL CORP STREET 2: 158 ROUTE 206 NORTH CITY: GLADSTONE STATE: NJ ZIP: 07934 BUSINESS PHONE: 9082340700 MAIL ADDRESS: STREET 1: PEAPACK GLADSTONE FINANCIAL CORP STREET 2: 158 ROUTE 206 NORTH CITY: GLADSTONE STATE: NJ ZIP: 07934 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 24, 1998 Registration No. 33-_______________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEAPACK-GLADSTONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) NEW JERSEY 22-3537895 - --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation of organization) Identification No.) 158 ROUTE 206 NORTH GLADSTONE, NEW JERSEY 07934 ------------------------------------------------------------- (Address, including zip code, of principal executive offices) 1995 STOCK OPTION PLAN 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS (FORMERLY PLANS OF PEAPACK-GLADSTONE BANK) --------------------------------------------- (Full title of the plan) FRANK A. KISSEL, PRESIDENT & CEO PEAPACK-GLADSTONE FINANCIAL CORPORATION 158 ROUTE 206 NORTH GLADSTONE, NEW JERSEY 07934 (908) 234-0700 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- With a copy to: RONALD H. JANIS, ESQ. PITNEY, HARDIN, KIPP & SZUCH P.O. BOX 1945 MORRISTOWN, NEW JERSEY 07962 (201) 966-6300
CALCULATION OF REGISTRATION FEE - ------------------------- ----------------------- ----------------------- ------------------------ ----------------------- Title of Amount Proposed maximum Proposed Amount of Securities to to be offering price aggregate registration be registered registered (1) per unit (2) offering price (2) fee - ------------------------- ----------------------- ----------------------- ------------------------ ----------------------- Common Stock, 178,500 shares $52.50 9,371,250 $2,765 No Par Value
- --------------------- (1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, such indeterminate number of shares as may become subject to options under the 1995 Stock Option Plan or the 1995 Stock Option Plan for Outside Directors as a result of the anti-dilution provisions thereof. (2) Calculated pursuant to Rule 457(c) based on the average of the bid ($51.00) and ask ($54.00) prices per share of the registrant's common stock on known trades as of April 22, 1998. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. Plan Information. ----------------- Not filed with this Registration Statement. ITEM 2. Registrant Information and Employee Plan Annual Information. ------------ Not filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. ---------------------------------------- The following documents filed by Peapack-Gladstone Financial Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: 1. The Company's Annual Report on Form 10-K filed with the Commission on March 31, 1998. 2. The description of the Company's common stock contained in the Registration Statement on Form 8-A registering the Company's common stock, and any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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, hereby are incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. ITEM 4. Description of Securities. -------------------------- Not applicable. ITEM 5. Interests of Named Experts and Counsel. --------------------------------------- Certain legal matters relating to the issuance of the shares of the Company's Common Stock offered hereby have been passed upon by Pitney, Hardin, Kipp & Szuch, counsel to the Company. Attorneys in the law firm of Pitney Hardin, Kipp & Szuch do not own, beneficially, or otherwise, any shares of the Company's Common Stock as of April 23, 1998. The report of KPMG Peat Marwick LLP, independent certified public accountants, dated January 30, 1998, relating to the consolidated statements of financial condition of the Company and its subsidiaries as of December 31, 1997 and 1996 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, which report is incorporated by reference in the December 31, 1997 Annual Report on Form 10-K of the Company, is incorporated herein by reference upon authority of said firm as experts in accounting and auditing. ITEM 6. Indemnification of Directors and Officers. ------------------------------------------ Article VI of the Certification of Incorporation of the Company provides that no director or officer of the Company or of a subsidiary of the Company shall be personally liable to the Company or its shareholders unless such breach of duty is based on (i) an act or omission in breach of such person's duty of loyalty to the Company or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper benefit (each an "Uncovered Claim"). Unless expressly prohibited by law, the Company shall also indemnify a director or officer against his reasonable expenses and all liabilities in connection with any proceeding involving that director or officer, including a proceeding by or in the right of the Company, unless such breach of duty is based on an Uncovered Claim. Additionally, the Company shall advance or pay those reasonable expenses incurred by the director or officer in a proceeding, provided that such director or officer, as a condition to such payment, undertakes to repay the Company if it shall be finally adjudicated that the breach of duty was based on an Uncovered Claim. ITEM 7. Exemption from Registration Claimed. ------------------------------------ Not applicable. ITEM 8. Exhibits. --------- 5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the securities being registered. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5 hereto). 99.1 1995 Stock Option Plan. 99.2 1995 Stock Option Plan for Outside Directors ITEM 9. Undertakings. ------------- 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (b) That, for purposes of determining any liability under the Securities Act of 1933, each such 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. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Borough of Peapack-Gladstone, State of New Jersey, on the 23 day of April, 1998. PEAPACK-GLADSTONE FINANCIAL CORPORATION FRANK A. KISSEL By: _____________________________________ Frank A. Kissel President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date Chairman and Director T. LEONARD HILL April 23, 1998 - --------------------------------------- T. Leonard Hill Treasurer and Senior Vice President (Principal Accounting ARTHUR F. BIRMINGHAM Officer) April 23, 1998 - --------------------------------------- Arthur F. Birmingham Director April __, 1998 - --------------------------------------- Pamela Hill JOHN D. KISSEL Director April 23, 1998 - --------------------------------------- John D. Kissel JAMES R. LAMB Director April 23, 1998 - --------------------------------------- James R. Lamb GEORGE R. LAYTON Director April 23, 1998 - --------------------------------------- George R. Layton Director April __, 1998 - --------------------------------------- Edward A. Merton Director April __, 1998 - --------------------------------------- F. Duffield Meyercord JOHN R. MULCAHY Director April 23, 1998 - --------------------------------------- John R. Mulcahy PHILIP W. SMITH Director April 23, 1998 - --------------------------------------- Philip W. Smith JACK D. STONE Director April 23, 1998 - --------------------------------------- Jack D. Stone WILLIAM TURNBULL Director April 23, 1998 - --------------------------------------- William Turnbull
INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 5 Opinion of Pitney, Hardin, Kipp & Szuch 23.1 Consent of KPMG Peat Marwick LLP 99.1 1995 Stock Option Plan 99.2 1995 Stock Option Plan for Outside Directors EX-3.(I) 2 EX. 3 - CERTIFICATE OF INCORPORATION CERTIFICATE OF INCORPORATION OF PEAPACK-GLADSTONE FINANCIAL CORPORATION The undersigned, being over the age of eighteen years, in order to form a corporation pursuant to the provisions of the New Jersey Business Corporation Act, does hereby execute this Certificate of Incorporation: ARTICLE I CORPORATE NAME The name of the corporation is Peapack-Gladstone Financial Corporation. ARTICLE II CORPORATE PURPOSE The purpose for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act (the "Act"). ARTICLE III CAPITAL STOCK The aggregate number of shares which the corporation shall have authority to issue is 5,000,000 shares of common stock, without nominal or par value. ARTICLE IV REGISTERED AGENT AND REGISTERED ADDRESS The address of the corporation's initial registered office is 158 Route 206 North, Gladstone, New Jersey 07934, and the name of the corporation's initial registered agent at such address is Frank A. Kissel. ARTICLE V INITIAL BOARD OF DIRECTORS The number of directors constituting the first board is twelve (12), and the names and addresses of the persons who are to serve as such directors are: Name Address Pamela Hill 158 Route 206 North Gladstone, NJ 07934 T. Leonard Hill 158 Route 206 North Gladstone, NJ 07934 Frank A. Kissel 158 Route 206 North Gladstone, NJ 07934 John D. Kissel 158 Route 206 North Gladstone, NJ 07934 James R. Lamb 158 Route 206 North Gladstone, NJ 07934 George R. Layton 158 Route 206 North Gladstone, NJ 07934 Edward A. Merton 158 Route 206 North Gladstone, NJ 07934 F. Duffield Meyercord 158 Route 206 North Gladstone, NJ 07934 John R. Mulcahy 158 Route 206 North Gladstone, NJ 07934 Philip W. Smith III 158 Route 206 North Gladstone, NJ 07934 Jack D. Stine 158 Route 206 North Gladstone, NJ 07934 William Turnbull 158 Route 206 North Gladstone, NJ 07934 The number of directors shall be governed by the by-laws of the corporation. ARTICLE VI EXCULPATION AND INDEMNIFICATION No director or officer of the corporation, or of a subsidiary of the corporation, shall be personally liable to the corporation or to its shareholders for damages for breach of any duty owed to the corporation or its shareholders unless such breach of duty is based on an act or omission (a) in breach of such person's duty of loyalty to the corporation (and/or its subsidiary) or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper benefit. Unless expressly prohibited by law, the corporation shall indemnify a director or officer of the corporation or of a subsidiary of the corporation against his reasonable expenses and all liabilities in connection with any proceeding involving that director or officer of the corporation or a wholly-owned subsidiary of the corporation, including a proceeding by or in the right of the corporation or its wholly-owned subsidiary, unless such breach of duty is based on an act or omission (a) in breach of such person's duty of loyalty to the corporation or its stockholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper personal benefit. The corporation shall advance or pay those reasonable expenses incurred by such director or officer in a proceeding as and when incurred, provided, however, that the director or officer shall, as a condition to receipt of such advances, undertake to repay all amounts advanced if it shall finally be adjudicated that the breach of duty by the director or officer was based upon an act or omission (a) in breach of such person's duty of loyalty to the corporation (and/or its subsidiary) or its stockholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper personal benefit. ARTICLE VIII SHAREHOLDER VOTE ON CERTAIN TRANSACTIONS In addition to any affirmative vote required by law or this certificate of incorporation, and except as set forth below, the affirmative vote of the holders of 80% of each class of stock of the corporation, entitled to vote in elections of directors, shall be required for all of the following: (i) any merger or consolidation of the corporation with or into any other corporation, banking institution, person or entity; or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or series of transactions) of assets or of the deposit liabilities of the corporation which, in the case of either assets or of deposit liabilities, total 10% or more of the value of the assets or of the deposit liabilities of the corporation on a consolidated basis to any other corporation, banking institution, person or entity; or (iii) any sale, lease, exchange, mortgage pledge, transfer or other disposition (in one transaction or a series of transactions) to the corporation of any assets of any other corporation, banking institution, person or entity in exchange for voting securities (or securities convertible into or exchangeable for voting securities or any options, warrants or rights to purchase any of the same) of the bank constituting (after giving effect to any conversion, exchange or right) 5% or more of the outstanding voting securities of the corporation; or (iv) any reclassification of securities, or recapitalization of the corporation proposed by, on behalf of or pursuant to any arrangement with any other corporation, banking institution, person or entity which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding securities of the corporation of which that other corporation, banking institution, person or entity is the beneficial owner; or (v) the issuance (in one transaction or a series of transactions) to any other corporation, banking institution, person or entity, of voting securities (or securities convertible into or exchangeable for voting securities or any options, warrants or rights to purchase any of the same) of the corporation constituting (after giving effect to any conversion, exchange or right) 5% or more of the outstanding voting securities of the corporation; or (vi) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by, on behalf of or pursuant to any arrangement with any other corporation, banking institution, person or entity; if, in any such case, as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon or consent thereto, such other corporation, banking institution, person or entity is: (a) the beneficial owner, directly or indirectly, of more than 5% of the outstanding shares of any class of stock of the corporation entitled to vote in the election of directors or the assignee of, or otherwise the successor to, any shares of such stock of the corporation from a corporation, banking institution, person or entity which within the two-year period immediately prior to such record date was a more than 5% beneficial owner (where any such assignment or succession occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of that term under the Securities Act of 1933, as amended); or (b) is an affiliate (as defined subsequently in this Article) of the corporation and at any time within the two-year period immediately prior to such record date was the beneficial owner, directly or indirectly, of more than 5% of the outstanding shares of any class of stock of the corporation entitled to vote in the election of directors. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in an agreement, if any, with any national securities exchange or otherwise. For the purpose, but only for the purpose of determining whether a corporation, banking institution, person or other entity is "the beneficial owner, directly or indirectly, of more than 5% of the outstanding shares of stock of the corporation entitled to vote in elections of directors," within this Article: (x) any corporation, banking institution, person or other entity shall be deemed to be the beneficial owner of any shares of stock of the corporation (i) which it has the right to acquire pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise, or (ii) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (i), above), by any other corporation, person or entity with which it or its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of stock of the corporation, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of this Amendment; and (y) the outstanding shares of any class of stock of the corporation shall include shares deemed owned through application of clauses (i) and (ii) above. The Board of Directors of the corporation shall have the power and duty to determine for the purposes of this Article on the basis of information known to the corporation, whether: (i) such other corporation, banking institution, person or other entity beneficially owns more than 5% of the outstanding shares of any class of stock of the corporation entitled to vote in elections of directors, (ii) a corporation, banking institution, person or entity is an "affiliate" or "associate" (as defined above) of another, and (iii) the value of any assets or of deposit liabilities of the corporation proposed sales, lease, exchange, mortgage, pledge, transfer or other disposition exceed 10% of the corporation's assets or deposit liabilities, as the case may be. Any such determination shall be conclusive and binding for all purposes of this Article. The provisions of this Article shall not be applicable to: (i) any merger or consolidation of the corporation with or into any other banking institution or corporation, or any sale or lease of assets or deposit liabilities of the corporation to, or any sale or lease to the corporation or any subsidiary thereof in exchange for securities of the corporation of any assets of, any other corporation, banking institution, person or entity, if at least two-thirds of the members of the entire Board of Directors of the corporation shall, by resolution, have approved such transaction prior to the time that such other corporation, banking institution, person or entity shall have become the beneficial owner, directly or indirectly, of more than 5% of the outstanding shares of any class of stock of the corporation entitled to vote in elections of directors; or (ii) any merger or consolidation of the corporation or any subsidiary thereof into or with, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the assets of the corporation to, any other banking institution or corporation of which a majority of the outstanding shares of all classes of stock entitled to vote in elections of directors is owned of record or beneficially by the corporation and its subsidiaries (if any) and so long as, if the corporation is not the surviving banking institution, each beneficial owner of shares of stock of the corporation receives the same type of consideration in such transaction and the provisions of this Article are continued in effect or adopted by such surviving banking institution as part of its certificate of incorporation (and its certificate of incorporation have no provisions inconsistent with this Article as continued or adopted) or (iii) any transaction involving the corporation or its assets or deposit liabilities required or ordered by any Federal or state regulatory agency; provided the Board of Directors referred to in (i) of this paragraph passing upon such transaction shall be comprised of a majority of continuing directors, i.e., members of such Board who were elected by the stockholders of the corporation prior to that time, that any such stockholder became the beneficial owner, directly or indirectly, of more than 5% of any class of the stock of the corporation, entitled to vote in elections of directors, or who were appointed to succeed a continuing director by a majority of continuing directors. No amendment to the Certificate of Incorporation of the corporation shall amend, alter, change or repeal any of the provisions of this Article unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote of the holders of 80% of each class of stock of the corporation entitled to vote in elections of directors. ARTICLE IX NAME AND ADDRESS OF THE INCORPORATOR The name and address of the incorporator is Frank A. Kissel, 158 Route 206 North, Gladstone, New Jersey 07932. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation this 14th day of August, 1997 Frank A. Kissel, Incorporator EX-3.(II) 3 EX. 3 - BYLAWS BY-LAWS OF PEAPACK-GLADSTONE FINANCIAL CORPORATION ARTICLE I SHAREHOLDERS MEETINGS 1. Annual Meeting. The annual meeting of shareholders for the election of directors and such other business as may properly come before the meeting shall be held upon not less than 10 nor more than 60 days written notice of the date, time, place and purposes of the meeting. The annual meeting shall be held at 3:00 p.m. on the fourth Tuesday of April each year at the principal place of business of the Corporation, 158 Route 206 North, Gladstone, New Jersey, or at such other time and place as shall be fixed by the Board of Directors. 2. Nominations for Director. Nominations for election to the Board of Directors may be made by the Board of Directors or upon 90 days advance written notice to the Board of Directors by any shareholder of any outstanding class of stock of the Corporation entitled to vote for the election of directors. 3. Special Meetings. A special meeting of shareholders may be called for any purpose by the Chairman, Chief Executive Officer, the President or a majority of the Board of Directors. A special meeting shall be held upon not less than 10 nor more than 60 days written notice of the time, place and purpose of the meeting. 4. Quorum. The holders of a majority of the outstanding common stock represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The majority of the shareholders at a meeting, though less than a quorum, may adjourn any meeting. The Corporation shall not be required to give notice of an adjourned meeting if the time and place of the meeting are announced at the meeting from which an adjournment is taken and the business transacted at the adjourned meeting is limited to that which might have been transacted at the original meeting. 5. Shareholder Action. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by the New Jersey Business Corporation Act, by the certificate of incorporation or by these By-Laws. 6. Record Date. The Board of Directors shall fix a record date for each meeting of shareholders and for other corporate action for purposes of determining the shareholders of the corporation who are entitled to: (i) notice of or to vote at any meeting of shareholders; (ii) give a written consent to any action without a meeting; or (iii) receive payment of any dividend, distribution, or allotment of any right. The record date may not be more than 60 days nor less than 10 days prior to the shareholders meeting, or other corporate action or event to which it relates. 7. Inspectors of Election. In advance of any shareholders meeting, the Board of Directors may appoint one or more inspectors of election whose duty it shall be to determine the shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies. The inspectors shall receive and tabulate all votes, except voice votes, determine the results of all such votes, including the election of directors, and do such acts as are proper to conduct the election or vote, including hearing and determining all challenges and questions arising in connection with the right to vote. After any meeting, the inspectors shall file with the Secretary of the meeting a certificate under their hands, certifying the result of any vote or election, and in the case of an election, the names of the directors elected. 8. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. ARTICLE II DIRECTORS 1. Board of Directors. The Board of Directors (the "Board") shall have the power to manage and administer the business and affairs of the Corporation. Except as expressly limited by these By-Laws, all powers of the Corporation shall be vested in and may be exercised by the Board. 2. Number and Term of Office. The number of directors shall not be less than five and not more than 25. The exact number shall be determined by the Board. Directors shall be elected by the shareholders at each annual meeting of shareholders and until their successors shall have been elected and qualified. The Board shall have the right to increase the number of directors between annual meetings and to fill vacancies so created and other vacancies occurring for any reason. 3. Directors Emeritus and Honorary Directors. The Board may grant the title of Director Emeritus or Honorary Director to such former directors or other worthy individuals as it determines who will receive any fees, entitlements, duties and powers as may be conferred by the Board in its discretion. 4. Regular Meetings. A regular meeting of the Board, for the purpose of electing officers and conducting any other business as may come before the meeting, shall be held without notice after the annual shareholders meeting and before the Board's next regular meeting. The Board shall hold a regular meeting on the second Thursday of March, June, September, and December and, by resolution, may provide for different or additional regular meetings. All regular meetings shall be held in the Main Office of Peapack-Gladstone Bank, 158 Route 206 North, Gladstone, New Jersey, unless otherwise provided by the Board. All regular meetings may be held without notice to any director, except that a director not present at the time of the adoption of a resolution setting forth different or additional regular meeting dates shall be entitled to notice of those meetings. 5. Special Meetings. A special meeting of the Board may be called for any purpose at any time by the Chairman, Chief Executive Officer, the President or by a majority of the directors. The meeting shall be held upon not less than one day's notice if given by telegraph or orally (either by telephone or in person), or upon not less than three days' notice if given by depositing the notice in the United States mails, postage prepaid. The notice shall specify the time and place of the meeting. 6. Action Without Meeting. The Board may act without a meeting if, prior or subsequent to the action, each member of the Board shall consent in writing to the action. The written consent or consents shall be filed in the minute book. 7. Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by the New Jersey Business Corporation Act. However, a smaller number may adjourn any meeting and the meeting may be held, as adjourned, without further notice. The act of the majority present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided by the New Jersey Business Corporation Act, the certificate of incorporation or these By-Laws. 8. Vacancies in Board of Directors. Any vacancy in the Board, including a vacancy caused by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. 9. Telephone Participation in Board Meetings. One or more directors may participate in a meeting of the Board, or of any committee thereof, by means of a speaker or conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other. Any director who is unable to attend any meeting of the Board or any committee thereof shall have the right, upon prior written request, to participate in the meeting by such telephone hook-up if the means are reasonably available at the place where the meeting is to be held. ARTICLE III COMMITTEES OF THE BOARD 1. Executive Committee. The Board, by the vote of a majority of the entire Board, annually shall appoint an Executive Committee composed of at least five directors, among whom shall be the Chairman and the Chief Executive Officer of the Corporation. At least three members or a majority of the Committee shall not be employees of the Corporation or any of its subsidiaries. The Executive Committee shall have and may exercise all of the power of the Board except as otherwise provided in the New Jersey Business Corporation Act. As provided in the New Jersey Business Corporation Act, the Executive Committee shall not (i) make, alter or repeal any of these By-Laws; (ii) elect or appoint any director, or remove any officer or director; (iii) submit to shareholders any action that requires shareholders approval; and (iv) amend or repeal any resolution theretofore adopted by the Board which by its terms is amendable or repealable only by the Board. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted to the next regular or special meeting of the Board at which a quorum is present, and any action taken by the Board with respect thereto shall be entered in the minutes of the Board. A majority of the directors on the Executive Committee shall constitute a quorum for the transaction of business. The Chairman shall serve as chairman of the Executive Committee. The Executive Committee shall identify and select candidates for nomination to the Board and recommend those selected to the entire Board for its approval. 2. Audit and Examining Committee. The Board, by the vote of a majority of the entire Board, annually shall appoint an Audit and Examining Committee composed of not less than three directors who shall not be active officers or employees of the Corporation. This Committee shall review significant audit and accounting principles, policies and practices, meet with the internal auditors of Peapack-Gladstone Bank (the "Bank"), review the report of the annual directors' examination of the Bank conducted by the outside auditors and review examination reports and other reports of federal regulatory agencies. 3. Compensation Committee. The Board, by the vote of a majority of the entire Board, annually shall appoint a Compensation Committee composed of at least five directors, none of whom shall be an officer of the Corporation. The Compensation Committee shall approve the salaries of Senior Officers of the Corporation and the Corporation's Profit Sharing, Pension, Long Term Stock Incentive and other compensation plans. 4. Other Committees. The Board may appoint, from time to time, from its own members, ad hoc and other committees of one or more directors, for such purposes and with such powers as the Board may determine. ARTICLE IV WAIVERS OF NOTICE Any notice required by these By-Laws, by the certificate of incorporation, or by the New Jersey Business Corporation Act may be waived in writing by any person entitled to notice. The waiver, or waivers, may be executed either before or after the event with respect to which the notice is waived. Each director or shareholder attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of the meeting. ARTICLE V OFFICERS 1. Election. At its regular meeting following the annual meeting of shareholders, the Board shall elect a Chief Executive Officer, a Chairman of the Board, a President, a Vice President, a Treasurer, a Secretary, and such other officers as it shall deem necessary. One person may hold two or more offices. 2. Chairman of the Board. The Board shall appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. Such person shall preside at all meetings of the Board and of the shareholders, and shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the Board or by the Chief Executive Officer. In the Chairman's absence, the Board will designate one of the senior officers who are members of the Board to serve as Chairman. 3. Chief Executive Officer. The Board of Directors shall appoint one of its members to be Chief Executive Officer of the Corporation to serve at the pleasure of the Board. The Chief Executive Officer may also hold another office or offices in the Corporation. He shall have general authority over all the business and affairs of the Corporation. 4. President. The Board shall appoint one of its members to be President of the Corporation. The President shall have and may exercise any and all powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these By-Laws. The President shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the Board or the Chief Executive Officer. 5. Vice President. The Board may appoint one or more Executive Vice Presidents, one or more Senior Vice Presidents, and one or more Vice Presidents. Each Vice President shall perform the duties and have the authority as from time to time may be delegated to him by the Chief Executive Officer, by the Board of Directors, or by these By-Laws. 6. Secretary. The Board shall appoint a Secretary who shall be Secretary for meetings of the Board and of the Corporation, and shall keep accurate minutes of those meetings. The Secretary shall attend to the giving of all notices required by these By-Laws and shall be custodian of the corporate seal, records, documents and papers of the Corporation. The Secretary also shall have and may exercise any and all other powers and duties pertaining by law or practice to the office of Secretary, and shall also perform such other duties as may be assigned from time to time by the Board. 7. Treasurer. The Board shall appoint a Treasurer who shall have custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of the account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to his office or as shall be assigned to him by the President or the Board. 8. Other Officers. The Board may appoint one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as from time to time may appear to the Board to be required or desirable to transact the business of the Corporation. Such officers shall respectively exercise such power and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the Board, the Chief Executive Officer, or the President. 9. Tenure of Office. The Chairman, the Chief Executive Officer, the President, the Secretary, the Treasurer and all other officers shall hold office for the current year for which the Board was elected, unless they shall resign, become disqualified, or be removed. Any vacancy occurring in the office of Chief Executive Officer, Chairman, President, Secretary or Treasurer shall be filled promptly by the Board. ARTICLE VI STOCK AND STOCK CERTIFICATES 1. Transfers. Shares of stock shall be transferable on the books of the Corporation, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights of the prior holder of such shares. 2. Share Certificates. The shares of the Corporation shall be represented by certificates signed by or in the name of the Corporation, by the Chairman, Chief Executive Officer, or the President or a Vice President, and by the Secretary, Treasurer, Assistant Secretary or Assistant Treasurer of the Corporation, and may be sealed with the seal of the Corporation. Any signature and the seal may be reproduced by facsimile. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be an officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. ARTICLE VII AMENDMENTS TO AND EFFECT OF BY-LAWS; FISCAL YEAR 1. Force and Effect of By-Laws. These By-Laws are subject to the provisions of the New Jersey Business Corporation Act and the Corporation's certificate of incorporation, as it may be amended from time to time. If any provision in these By-Laws is inconsistent with a provision of the Act or the certificate of incorporation, the provisions of the Act or the certificate of incorporation shall govern. 2. Amendments to By-Laws. These By-Laws may be altered, amended, or repealed by the shareholders or by the Board. Any By-Law adopted, amended, or repealed by the shareholders may be amended or repealed by the Board, unless the resolution of the shareholders adopting such By-Law expressly reserves to the shareholders the right to amend or repeal it. 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January each year. 4. Records. The certificate of incorporation, the By-Laws and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary or other officer appointed to act as secretary of the meeting. 5. Inspection. A copy of the By-Laws, with all amendments thereto, shall at all times be kept in a convenient place at the principal place of business of the Corporation, and for a proper purpose shall be open for inspection to any shareholder during business hours. ARTICLE VIII CORPORATE SEAL The Chairman, the Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form: (Impression) ( of ) (Seal ) EX-5 4 EX. 5 - OPINION OF PITNEY, HARDIN, KIPP & SZUCH Exhibit 5 PITNEY, HARDIN, KIPP & SZUCH P.O. BOX 1945 MORRISTOWN, NEW JERSEY 07962-1945 April 24, 1998 Peapack-Gladstone Financial Corporation 158 Route 206 North Gladstone, New Jersey 07934 We refer to the Registration Statement on Form S-8 (the "Registration Statement") by Peapack-Gladstone Financial Corporation (the "Company") relating to 178,500 shares of the Company's Common Stock, no par value (the "Securities") to be offered pursuant to the Company's 1995 Stock Option Plan (formerly Peapack-Gladstone Bank's 1995 Stock Option Plan) and 1995 Stock Option Plan for Outside Directors (formerly Peapack-Gladstone Bank's 1995 Stock Option Plan for Outside Directors) (together, the "Plans"). We have also examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, agreements, instruments and certificates of public officials of the State of New Jersey and of officers of the Company as we deemed necessary in order to express the opinion hereinafter set forth. Based on the foregoing, we are of the opinion that, when the Securities have been duly issued as contemplated by the Registration Statement (including the Prospectuses which are not filed herewith) and the Plans and for the consideration determined in accordance with the terms of the Plans, the Securities will be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New Jersey, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to use of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, PITNEY, HARDIN, KIPP & SZUCH EX-23 5 EX. 23 - CONSENT OF KPMG PEAT MARWICK Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Peapack-Gladstone Financial Corporation We consent to incorporation by reference herein in the Registration Statement on Form S-8 of Peapack-Gladstone Financial Corporation of our report dated January 30, 1998, relating to the consolidated statements of financial condition of Peapack-Gladstone Financial Corporation and subsidiaries as of December 31, 1997 and 1996 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, which report is incorporation by reference in the December 31, 1997 Annual Report on Form 10-K of Peapack-Gladstone Financial Corporation and to the reference to our Firm under the heading "Interest of Named Experts and Counsel". KPMG PEAT MARWICK LLP Short Hills, New Jersey April 24, 1998 EX-99 6 EX. 99.1 - 1995 STOCK OPTION PLAN Exhibit 99.1 The following plan was assumed by Peapack-Gladstone Financial Corporation (the "Company ") in connection with the acquisition of all of the issued and outstanding shares of Peapack-Gladstone Bank pursuant to the Amended and Restated Plan of Acquisition dated as of September 25, 1997 which was consummated on December 12, 1997. PEAPACK-GLADSTONE BANK 1995 Stock Option Plan 1. Purpose The purpose of the Peapack-Gladstone Bank's (the "Company") 1995 Stock Option Plan (the "Plan") is to advance the interests of the Company and its shareholders by providing those key employees of the Company, upon whose judgment, initiative and efforts the successful conduct of the business of the Company largely depends, with additional incentive to perform in superior manner. A purpose of the Plan is also to attract people of experience and ability to the service of the Company. 2. Definitions A. Board of Directors or Board: means the board of directors of the Company. B. Change in Control: for purposes of this Plan, a Change in Control of the Company shall mean an event of a nature that; (1) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) who is not now presently but becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the Company's outstanding securities except for any securities purchased by any tax-qualified employee benefit plan of the Company; or (2) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (2), considered as though he were a member of the Incumbent Board; or (3) filing is made for regulatory approval to implement a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the resulting entity or such plan, merger consolidation, sale or similar transaction occurs; or (4) a proxy statement soliciting proxies from shareholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Company shall be distributed; or (5) a tender offer is made for 25% or more of the voting securities of the Company. C. Committee: means a committee consisting of those members of the Compensation Committee of the Board of Directors who are non-employee members of the Board of Directors, all of whom are "disinterested directors" as such term is defined under Rule 16b-3 ("Rule 16b-3") under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as promulgated by the Securities and Exchange Commission. D. Date of Grant: means the date an Option is granted by the Committee. E. Disability: means the permanent and total inability by reason of mental or physical infirmity, or both, of an employee to perform the work customarily assigned to him. Additionally, a medical doctor selected or approved by the Board of Directors must advise the Committee that it is either not possible to determine when such Disability will terminate or that it appears probable that such Disability will be permanent during the remainder of said Participant's lifetime. F. Fair Market Value: for purposes of the 1995 Stock Option Plan , when used in connection with Common Stock on a certain date, Fair Market Value means the average of the high and low prices of known trades of the Common Stock on the relevant date, or if the Common Stock was not traded on such date, on the next preceding day on which the Common Stock was traded thereon. G. Incentive Stock Option: means an Option granted by the Committee to a Participant, which Option is designated as an Incentive Stock Option pursuant to Section 8. H. Non-qualified Stock Option: means an Option granted by the Committee to a Participant and which is not designated by the Committee as an Incentive Stock Option. I. Normal Retirement: means retirement at the normal or early retirement date as set forth in any tax-qualified retirement/pension plan of the Company. J. Option: means the grant of Incentive Stock Options or Non-qualified Stock Options granted under Section 7 or Section 8. K. Participant: means an employee of the Company or its affiliates chosen by the Committee to participate in the Plan. L. Plan Year(s): means the part of the year beginning with the date the plan is accepted by the New Jersey Department of Banking and ending on December 31, 1995, and calendar years thereafter. M. Termination for Cause: means the termination upon an intentional failure to perform stated duties, breach of a fiduciary duty involving personal dishonesty, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. 3. Administration The Plan shall be administered by the Committee. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it sees necessary for the proper administration of the Plan and to make determinations and interpretations in connection with the Plan it sees as necessary or advisable. All determinations and interpretations made by the Committee shall be binding and conclusive on all Participants in the Plan and on their legal representatives and successors in interest. 4. Types of Awards Awards under the Plan may be granted in any one or a combination of: (a) Non-qualified Stock Options; and (b) Incentive Stock Options as defined below in paragraphs 7 and 8 of the Plan. 5. Stock Subject to the Plan * Subject to adjustment as provided in Section 13, the maximum number of shares reserved for purchase pursuant to the exercise of options granted under the Plan shall not exceed 27,500 of the shares of Common Stock of the Company, par value $6 2/3 per share, subject to adjustments pursuant to this Section 5. These shares of Common Stock may be either authorized but unissued shares or shares previously issued and reacquired by the Company. Shares subject to any unexercised portion of a terminated, cancelled or expired option granted hereunder, and pursuant to which a participant never acquired benefits of ownership, including payment of a stock dividend (but excluding voting rights), may again be subjected to grants and awards under the Plan. 6. Eligibility Officers and other employees of the Company shall be eligible to receive Incentive Stock Options and Non-qualified Stock Options under the Plan. Directors who are not employees or officers of the Company shall not be eligible to receive Options under the Plan. 7. Non-qualified Stock Options 7.1 Grant of Non-qualified Stock Options. The Committee may, from time to time, grant Non-qualified Stock Options to eligible employees and, upon such terms and conditions as the Committee may determine, grant Non-qualified options in exchange for and upon surrender of previously granted Options under this Plan. Non-qualified Stock Options granted under this Plan are subject to the following terms and conditions. (a) Price. The purchase price per share of Common Stock deliverable upon the exercise of each Non-qualified Stock Option shall be determined by the Committee on the date the option is granted. The purchase price shall not be less than 100% of the Fair Market Value of the Company's Common Stock on the Date of Grant and in no event below the par value of the Common Stock on the Date of Grant. Shares may be purchased only upon full payment of the purchase price. Payment of the purchase price may be made, in whole or in part, through the surrender of shares of the Common Stock of the Company at the Fair Market Value of such shares on the date of surrender determined in the manner described in Section 2(i). (b) Terms of Options. The terms during which each Non-qualified Stock Option may be exercised shall be determined by the Committee, but in no event shall a Non-qualified Stock Option be exercisable in whole or in part more than 10 years from the Date of Grant. The Committee shall determine the date on which each Non-qualified Stock Option shall become exercisable and may provide that a Non-qualified Stock Option shall become exercisable in installments. The shares comprising each installment may be purchased in whole or in part at any time after such installment becomes purchasable. The Committee may, in its sole discretion, accelerate the time at which any Non-qualified Stock Option may be exercised in whole or in part. Notwithstanding the above, in the event of a Change in Control of the Company, all Non-statutory Stock Options shall become immediately exercisable. (c) Termination of Employment. Unless otherwise determined by the Committee at the time a Non-qualified Stock Option is granted, upon the termination of a Participant's service for any reason other than Disability, Normal Retirement, Change in Control, death or Termination for Cause, the Participant's Non-statutory Stock Options shall be exercisable only as to those shares which were immediately purchasable by the Participant at the date of termination and only for a period of three years following termination. Notwithstanding any provision set forth herein or contained in any Agreement relating to the award of a Non-qualified Stock Option, in the event of Termination for Cause, all rights under the Participant's Non-statutory Stock Options shall expire upon termination. Unless otherwise determined by the Committee at the time a Stock Option is granted, in the event of the death, Disability, termination due to Change in Control or Normal Retirement of any Participant, all Non-statutory Stock Options held by the Participant, whether or not exercisable at such time, shall be exercisable by the Participant or his legal representatives or successors in interest of the Participant for three years or such longer period as determined by the Committee following the date of the Participant's death, Normal Retirement or cessation of employment due to Disability or Change in Control, provided that in no event shall the period extend beyond the expiration of the Non-statutory Stock Option term. 8. Incentive Stock Options 8.1 Grant of Incentive Stock Options. The Committee may, from time to time, grant Incentive Stock Options to eligible employees. Incentive Stock Options granted pursuant to the Plan shall be subject to the following terms and conditions: (a) Price. The purchase price per share of Common Stock deliverable upon the exercise of each Incentive Stock Option shall not be less than 100% of the Fair Market Value of the Company's Common Stock on the Date of Grant and in no event below the par value of the Common Stock on the Date of Grant. However, if a Participant owns stock possessing more than 10% of the total combined voting power of all classes of Common Stock of the Company, the purchase price per share of Common Stock deliverable upon the exercise of each Incentive Stock Options shall not be less than 110% of the Fair Market Value of the Company's Common Stock on the Date of Grant. Shares may be purchased only upon payment of the full purchase price. Payment of the purchase price may be made, in whole or in part, through the surrender of shares of the Common Stock of the Company at the Fair Market Value of such shares on the date of surrender determined in the manner described in Section 2(i). (b) Amounts of Options. Incentive Stock Options may be granted to any eligible employee in such amounts as determined by the Committee. The aggregate Fair Market Value (determined as of the time the option is granted) of the Common Stock with respect to which Incentive Stock Options granted are exercisable for the first time by the Participant during any calendar year (under all plans of the Participant's employer corporation and its parent and subsidiary corporations, if any) shall not exceed $100,000. The provisions of this Section 8.1(b) shall be construed and applied in accordance with Section 422(d) of the Code and the regulations, if any, promulgated thereunder. To the extent an award under this Section 8.1 exceeds this $100,000 limit, the portion of the award in excess of such limit shall be deemed a Non-qualified Option. (c) Terms of Options. The term during which each Incentive Stock Option may be exercised shall be determined by the Committee, but in no event shall an Incentive Stock Options be exercisable in whole or in part more than 10 years from the Date of Grant. If at the time an Incentive Stock is granted to any employee, the employee owns Common Stock representing more than 10% of the total combined voting power of the Company (or, under Section 425(d) of the Code, is deemed to own Common Stock representing more than 10% of the total combined voting power of all such classes of Common Stock, by reason of the ownership of such classes of Common Stock, directly or indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent of such employee, or by or for any corporation, partnership, estate or trust of which such employee is a shareholder, partner or beneficiary), the Incentive Stock Option granted to such employee shall not be exercisable after the expiration of five years from the Date of Grant. No Incentive Stock Option granted under the Plan is transferable except by will or the laws of descent and distribution and is exercisable in his lifetime only by the employee to whom it is granted. The Committee shall determine the date on which each Incentive Stock Option shall become exercisable and may provide that an Incentive Stock Option shall become exercisable in installments. The shares comprising each installment may be purchased in whole or in part at any time after such installment becomes purchasable, provided that the amount able to be first exercised in a given year is consistent with the terms of Section 422 of the Code. The Committee may, in its sole discretion, accelerate the time at which any Incentive Stock Option may be exercised in whole or in part. In the event of a Change in Control of the Company, all Incentive Stock Options shall become immediately exercisable. (d) Termination of Employment. Upon the termination of a Participant's service for any reason other than Disability, Normal Retirement, Change in Control, death or Termination for Cause, the Participant's Incentive Stock Options shall be exercisable only as to those shares which were immediately purchasable by the Participant at the date of termination and only for a period of three months following termination. In the event of Termination for Cause all rights under the Participant's Incentive Stock Options shall expire upon termination. In the event of death or Disability of any employee, all Incentive Stock Options held by such Participant, whether or not exercisable at such time, shall be exercisable by the Participant or the Participant's legal representatives or beneficiaries for three years following the date of the Participant's death or cessation of employment due to Disability. Upon termination of the Participant's service due to Normal Retirement, or a Change in Control, all Incentive Stock Options held by such Participant, whether or not exercisable at such time, shall be exercisable for a period of three months following the date of Participant's cessation of employment. In no event shall the exercise period extend beyond the expiration of the Incentive Stock Option term. (e) Compliance with Code. The options granted under this Section 8 of the Plan are intended to qualify as incentive stock options within the meaning of Section 4212 of the Code, but the Company makes no warranty as to the qualifications of any option as an incentive stock options within the meaning of Section 422 of the Code. 9. Surrender Option In the event of a Participant's termination of employment as a result of death, disability or Normal Retirement, the Participant (or the Participant's legal representative or successor(s) in interest) may, in a form acceptable to the Committee make application to surrender all or part of options held by such Participant in exchange for a cash payment from the Company of an amount equal to the difference between the Fair Market Value of the Common Stock on the date of termination of employment and the exercise price per share of the option on the Date of Grant. Whether the Committee accepts such application or determines to make payment, in whole or part, is within its absolute and sole discretion, it being expressly understood that the Committee is under no obligation to any Participant whatsoever to make such payments. In the event that the Committee accepts such application and the Company determines to make payment, such payment shall be in lieu of the exercise of the underlying option and such option shall cease to be exercisable. 10. Rights of a Shareholder: Nontransferablility No Participant shall have any rights as a shareholder with respect to any shares covered by a Non-qualified and/or Incentive Stock Option until the date of issuance of a stock certificate for such shares. Nothing in this Plan or in any Option granted confers on any person any right to continue in the employ of the Company or to continue to perform services for the Company or interferes in any way with the right of the Company to terminate a Participant's services as an officer or other employee at any time. No Option under the Plan shall be transferable by the optionee other than by will or the laws of descent and distribution and may only be exercised during his lifetime by the optionee, or by a guardian or legal representative. 11. Agreement with Grantees Each grant of Options, will be evidenced by a written agreement, executed by the Participant and the Company which describes the conditions for receiving the Options including the date of Date of Grant, the purchase price if any, applicable periods, and any other terms and conditions as may be required by the Board of Directors or applicable securities law. 12. Designation of Beneficiary A Participant may, with the consent of the Committee, designate a person or persons to receive, in the event of death, any Options to which the Participant would then be entitled. Such designation will be made upon forms supplied by and delivered to the Company and may be revoked in writing. If a Participant fails effectively to designate a beneficiary, then the Participant's estate will be deemed to be the beneficiary. 13. Dilution and other Adjustments In the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company, the Committee will make such proportionate adjustments to previously granted Options, to prevent dilution or enlargement of the rights of the Participant, including any or all of the following: (a) proportionate adjustments in the aggregate number of kind of shares of Common Stock which may be awarded under the Plan; (b) adjustments in the aggregate number or kind of shares of Common Stock covered by Options already granted under the Plan; (c) adjustments in the purchase price of outstanding Incentive and/or Non-qualified Stock Options. No such adjustments may, however, materially change the value of benefits available to a Participant under a previously granted Options. 14. Tax Withholding There shall be deducted from each distribution of cash and/or Common Stock under the Plan the amount required by any governmental authority to be withheld for income tax purposes. 15. Amendment of the Plan The Board of Directors may at any time, and from time to time, modify or amend the Plan in any respect subject to obtaining any shareholder approval required by applicable New Jersey and Federal banking law ; provided further that if it has been determined to continue to qualify the Plan under Rule 16b-3, shareholder approval shall be required for any such modification or amendment in order to qualify under 16B-3, including any modifications or amendments which: (a) increases the maximum number of shares for which options may be granted under the Plan (subject, however, to the provisions of Section 13 hereof); (b) reduces the exercise price at which Options may be granted (subject, however, to the provisions of Section 13 hereof): (c) extends the period during which Options may be granted or exercised beyond the times originally prescribed; or (d) changes the persons eligible to participate in the Plan. Failure to ratify or approve amendments or modifications to subsections (a) through (d) of this Section by shareholders shall be effective only as to the specific amendment or modification requiring such ratification. Other provisions, sections, and subsections of this Plan will remain in full force and effect. No such termination, modification or amendment may affect the rights of a Participant under an outstanding Options. 16. Effective Date of Plan This Plan was approved by the Board of Directors on January 12, 1995 and, subject to first obtaining approval at the 1995 Annual Meeting of the Shareholders of the Company by the affirmative vote of at least 66 2/3% of the shares of Common Stock of the Company entitled to vote at the 1995 Annual Meeting, will become effective on the date it is accepted by the New Jersey Department of Banking. 17. Termination of the Plan The right to grant Options under the Plan will terminate upon the earlier of ten (10) years after the Effective Date of the Plan or the issuance of Common Stock or the exercise of Options equivalent to the maximum number of shares reserved under the Plan as set forth in Section 5. The Board of Directors has the right to suspend or terminate the Plan at any time, provided that no such action will, without the consent of a Participant, adversely affect his rights under a previously granted Option. 18. Applicable Law The Plan will be administered in accordance with the laws of the State of New Jersey and applicable Federal law. 19. Compliance with Section 16 If this Plan is qualified under Rule 16b-3, with respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provisions of the Plan or action by the Committee fail to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. * At their meeting held on July 10, 1997 the Board unanimously approved the following amendment to our 1995 Stock Option Plan. 5. Stock Subject to Plan Shares subject to any unexercised portion of a terminated, cancelled or expired option granted hereunder, and pursuant to which a participant never acquired benefits of ownership, including payment of a stock dividend (but excluding voting rights), may again be subjected to grants and awards under the Plan. EX-99 7 EX. 99.2 - 1995 DIRECTOR STOCK OPTION PLAN Exhibit 99.2 The following plan was assumed by Peapack-Gladstone Financial Corporation (the "Company ") in connection with the acquisition of all of the issued and outstanding shares of Peapack-Gladstone Bank pursuant to the Amended and Restated Plan of Acquisition dated as of September 25, 1997 which was consummated on December 12, 1997. PEAPACK-GLADSTONE BANK 1995 Stock Option Plan for Outside Directors 1. Purpose The purpose of the Peapack-Gladstone Bank (the "Company") 1995 Stock Option Plan for Outside Directors (the "Directors' Option Plan" or the "Plan") is to promote the growth and profitability of the Company by providing Outside Directors of the Company with an incentive to achieve long-term objectives of the Company and to attract and retain non-employee directors of outstanding competence by providing such Outside Directors with an opportunity to acquire an equity interest in the Company. 2. Grant of Options (a) Each Outside Director (for purposes of this Directors' Option Plan, the term "Outside Director" shall mean a member of the Board of Directors of the Company not also serving as a employee of the Company) will receive one grant of options to purchase shares of the common stock of the Company ("Common Stock"), subject to adjustment as provided in Section 4 hereof, under this Plan according to when the recipient first becomes an Outside Director. Subject to Section 5, below, shares will be granted according to the following schedule:
----------------------------------------------------------- -------------------- When Participant first becomes an Outside Director Number of Shares Granted ----------------------------------------------------------- -------------------- ----------------------------------------------------------- -------------------- At or prior to the 1995 Annual Shareholders meeting 1,250 ----------------------------------------------------------- -------------------- ----------------------------------------------------------- -------------------- After the 1995 Annual Shareholders meeting and at or 1,000 prior to the 1996 Annual Shareholders meeting ----------------------------------------------------------- -------------------- ----------------------------------------------------------- -------------------- After the 1996 Annual Shareholders meeting and at or 750 prior to the 1997 Annual Shareholders meeting ----------------------------------------------------------- -------------------- ----------------------------------------------------------- -------------------- After the 1997 Annual Shareholders meeting and at or 500 prior to the 1998 Annual Shareholders meeting ----------------------------------------------------------- -------------------- ----------------------------------------------------------- -------------------- After the 1998 Annual Shareholders meeting and at or 250 prior to the 1999 Annual Shareholders meeting ----------------------------------------------------------- --------------------
The purchase price per share of the Common Stock deliverable upon exercise of such option shall equal the Fair Market Value of the Common Stock on the date of the grant of this option as determined under paragraph (e) of this Section 2 and in no event below the par value of the Common Stock on the Date of Grant. These initial grants shall be effective as of the effective date of the Directors' Option Plan as defined in Section 5 hereof ("Effective Date"). (b) If options for sufficient shares are not available under the Directors' Option Plan to fulfill the grant of options under Section 2(a) to any Outside Director or Outside Director first elected subsequent to the Effective Date of this Plan, and thereafter options become available, such Outside Directors shall then receive options to purchase an amount of shares of Common Stock, determined by dividing pro rata among each Outside Director who has not received their full allotment of shares, options for the number of shares then available under the Outside Directors' Plan, not to exceed options for shares with the values set forth in the preceding paragraph with respect to such subsequent Outside Directors, subject to adjustment under Section 4 as appropriate. The date of grant shall be the date options for such shares become available. The purchase price per share of the Common Stock deliverable upon exercise of such options shall equal the Fair Market Value of the Common Stock on the date the option is granted as determined under paragraph (e) of this Section 2. (d) Ineligibility. An option under the Directors' Option Plan shall not be granted to any Outside Director who at any previous time was an employee of the Company and in such capacity was eligible to receive any options to purchase Common Stock. (e) Fair Market Value. For purposes of the Directors' Option Plan, when used in connection with Common Stock on a certain date, Fair Market Value means the average of the high and low prices of known trades of the Common Stock on the relevant date, or if the Common Stock was not traded on such date, on the next preceding day on which the Common Stock was traded thereon. 3. Terms and Conditions (a) Option Agreement. Each option shall be evidenced by a written option agreement between the Company and the recipient specifying the number of shares of Common Stock that may be acquired through its exercise and containing such other terms and conditions which are not inconsistent with the terms of this grant. (b) Vesting. Each option granted pursuant to Section 2(a), (b) or (c) hereof shall become exercisable in five annual installments of twenty percent (20%). The first installment of options granted pursuant to Section 2(a) shall vest one year from the date of grant. The first installment of options granted pursuant to Section 2(b) shall vest one year from the date of their grant. (c) Manner of Exercise. The option when exercisable may be exercised from time to time in whole or in part, by delivering a written notice of exercise to the President of the Company signed by the recipient. Such notice is irrevocable and must be accompanied by full payment of the exercise price (as determined in Section 2(a) or (b) hereof) in cash or shares of previously acquired common stock of the Company at the Fair Market Value of such shares determined on the exercise date by the manner described in Section 2(e) above. (d) Transferability. Each option granted hereby may be exercised only by the recipient to whom it is issued, or in the event of the Outside Director's death, his or her legal representative or successor in interest pursuant to the terms of Section 3(e) hereof. (e) Termination of Service. Upon the termination of a recipient's service for any reason other than disability, Change in Control, death or removal for cause, the participant's stock options shall be exercisable only as to those shares which were immediately purchasable by the recipient at the date of termination. In the event of death or disability of any recipient, all stock options held by such recipient, whether or not exercisable at such time, shall become immediately exercisable by the recipient or the recipient's legal representatives or beneficiaries. Upon termination of the recipient's service due to a Change in Control, all stock options held by such recipient, whether or not exercisable at such time, shall become immediately exercisable. However, shares of Common Stock acquired through the exercise of options granted under Section 2 may not be sold or otherwise disposed of for a period of one year from the Date of Grant of the option. For purposes of this plan the following terms are defined: (i) "Change in Control" for purposes of this Plan, a "Change in Control" of the Company shall mean an event of a nature that; (1) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) who is not now presently but becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the Company's outstanding securities except for any securities purchased by any tax-qualified employee benefit plan of the Company; or (2) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (2), considered as though he were a member of the Incumbent Board; or (3) filing is made for regulator approval to implement a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction occurs in which the Company is not the resulting entity or such plan, merger, consolidation, sale or similar transaction occurs; or (4) a proxy statement soliciting proxies from shareholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Company shall be distributed; or (5) a tender offer is made for 25% or more of the voting securities of the Company. (ii) "Disability" means the permanent and total inability by reason of mental or physical infirmity, or both, of an Outside Director to perform the work customarily assigned to him. Additionally, a medical doctor selected or approved by the Board of Directors must advise the Board that it is either not possible to determine when such disability will terminate or that it appears probable that such disability will be permanent during the remainder of said recipient's lifetime. (f) Termination of Option. Each option shall expire upon the earlier of (i) one hundred and twenty (120) months following the date of grant, or (ii) three (3) years following the date on which the Outside Director ceases to serve in such capacity for any reason other than removal for cause. If the Outside Director dies before fully exercising any portion of an option then exercisable, such option may be exercised by such Outside Director's beneficiary, personal representative(s), heir(s) or devisee(s) at any time within the three (3) year period following his or her death; provided, however, that in no event shall the option be exercisable more than one hundred and twenty (120) months after the date of its grant. If the Outside Director is removed for cause, all options awarded to him shall expire upon such removal. 4. Common Stock Subject to the Directors' Option Plan The shares which shall be issued and delivered upon exercise of options granted under the Directors' Option Plan may be either authorized and unissued shares of Common Stock or authorized and issued shares of Common Stock held by the Company as treasury stock. The number of shares of Common Stock reserved for issuance under the Directors' Option Plan shall not exceed 15,000 shares of the Common Stock of the Company, par value $6 2/3 per share, subject to adjustments pursuant to this Section 4. Any shares of Common Stock subject to an option which for any reason either terminates unexercised or expires, shall again be available for issuance under the Directors' Option Plan. In the event of any change or changes in the outstanding Common Stock of the Company by reason of any stock dividend or split, recapitalization, reorganization, merger, consolidation, spin-off, combination or any similar corporate change, or other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the number of shares of Common Stock which may be issued under the Directors' Option Plan, the number of shares of Common Stock to options granted under this Directors' Option Plan and the option price of such options, shall be automatically and proportionately adjusted to prevent dilution or enlargement of the rights granted to recipient under the Directors' Option Plan. 5.5. Effective Date of the Plan; Shareholder Ratification This Plan was approved by the Board of Directors on January 12, 1995 and, subject to first obtaining approval at the 1995 Annual Meeting of Shareholders of the Company by the affirmative vote of at least 66 2/3% of the shares of Common Stock of the Company entitled to vote at the 1995 Annual Meeting, when accepted by the New Jersey Department of Banking. 6. Termination of the Plan The right to grant options under the Directors' Option Plan will terminate automatically upon the earlier of five years after the Effective Date of the Plan or the issuance of 15,000 shares of Common Stock (the maximum number of shares of Common Stock reserved for under this Plan) subject to adjustment pursuant to Section 4 hereof. 7. Amendment of the Plan The Directors' Option Plan may be amended from time to time by the Board of Directors of the Company provided that Section 2 and 3 hereof shall not be amended more than once every six months other than to comport with the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. Except as provided in Section 4 hereof, rights and obligations under any option granted before an amendment shall not be altered or impaired by such amendment without the written consent of the optionee. If the Directors' Option Plan becomes qualified under 17 C.F.R. ss.240.16(b)-3 ("Rule 16(b)-3") of the rules and regulations promulgated under the Securities Exchange Act of 1934 and an amendment would require shareholder approval under such Rule 16(b)-3 to retain the Plan's qualification and as may be required under applicable New Jersey and federal banking law, then subject to the discretion of the Board of Directors of the Company, such amendment shall be presented to shareholders for ratification, provided, however, that the failure to obtain shareholder ratification shall not affect the validity of this Plan as so amended and the options granted thereunder. 8. Applicable Law The Plan will be administered in accordance with the laws of the State of New Jersey and applicable federal law. 9. Compliance with Section 16 If this Plan is qualified under Rule 16b-3 transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent that any provision of the Plan fails to so comply, such provision shall be deemed null and void, to the extent permitted by law. -----END PRIVACY-ENHANCED MESSAGE-----