RUMSON-FAIR HAVEN BANK & TRUST COMPANY ... - Liberty Online

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Health Care Foundation. Mr. Van Winkle has served on various committees of the NYL Agent’s Advisory Council, of which he was elected Vice President in 1992 and President in 1993. He served as a Division Vice President of the Million Dollar Round Table (MDRT) and as a member of the MDRT Foundation’s board. He has previously served as the President of the Brookdale Community College Foundation and of the Holland Society of New York. Mr. Van Winkle graduated with two Bachelor of Science degrees from Lehigh University. Jerold L. Zaro, Esq. is Counsel to the law firm of Sills, Cummis & Gross, P.C., and has served as a director of the Bank since February 14, 2011. Mr. Zaro previously served as Chief of the Office of Economic Growth and as a member of the New Jersey Economic Development Authority in the cabinets of former New Jersey Governor Jon S. Corzine and current New Jersey Governor Chris Christie. From 1991 to 2001, he served as the Commissioner of the New Jersey Sports and Exposition Authority (NJSEA), which owns, operates and maintains the Meadowlands Stadium, Izod Center, Meadowlands Racetrack, Monmouth Park, the Atlantic City Convention Center and the Camden Aquarium. In 2002, Mr. Zaro was appointed as Chairman of the New Jersey Highway Authority prior to its merger with the New Jersey Turnpike Authority, having previously served as Commissioner of the Highway Authority. He has been engaged in the practice of law for 34 years, first as a member of the law firm of Ansell Zaro Grimm & Aaron, P.C. and then as Counsel to his current firm, Sills, Cummis & Gross, P.C. Mr. Zaro previously served as Chairman of Ocean Independent Bank and as a member of the board of directors of First DeWitt Bank and Commerce Bank Shore, N.A. prior to the acquisition of the latter by TD Bank, N.A. He is also a member of the board of directors of Denholtz Holdings, LLC, a fully integrated real estate company, and is a principal in several other real estate companies. Mr. Zaro graduated with a Bachelor of Arts degree from Boston University in 1973 and received his Juris Doctor degree from the Boston College School of Law in 1976. RECOMMENDATION ON PROPOSAL 1 THE MEMBERS OF THE BANK’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE “FOR” ALL OF THE NOMINEES FOR DIRECTOR INCLUDED IN PROPOSAL 1. 11
PROPOSAL 2 – APPROVAL OF THE ADOPTION OF THE RUMSON-FAIR HAVEN BANK & TRUST COMPANY 2011 EMPLOYEE STOCK OPTION AND EQUITY INCENTIVE PLAN Introduction The Board of Directors has approved and adopted, subject to the approval and ratification of the Bank’s stockholders, the Rumson-Fair Haven Bank & Trust Company 2011 Employee Stock Option and Equity Incentive Plan (the “2011 Employee Plan”). The 2011 Employee Plan is designed to encourage and enable employees of the Bank to acquire or increase their holdings of Common Stock and other proprietary interests in the Bank. It is intended to promote these individuals’ interests in the Bank, thereby enhancing the efficiency, soundness, profitability, growth and stockholder value of the Bank. Under the 2011 Employee Plan, incentive and nonqualified stock options may be granted to eligible employees. Participants may also be eligible to receive, under certain conditions, stock appreciation rights (“SARs”) in the form of related SARs and freestanding SARs. No awards have been awarded under the 2011 Employee Plan, nor will any awards be awarded, unless and until the stockholders of the Bank approve the 2011 Employee Plan. The terms of the 2011 Employee Plan are complex and it is therefore recommended that stockholders thoroughly read the following description of the 2011 Employee Plan which describes certain of the provisions of the 2011 Employee Plan in greater detail. On written request, the Bank will provide without charge to each record or beneficial owner of Common Stock, a copy of the 2011 Employee Plan. Requests should be addressed to Mr. Joseph Castelluci, Esq., Secretary, Rumson-Fair Haven Bank & Trust Company, 20 Bingham Avenue, Rumson, New Jersey 07760. Administration of the 2011 Employee Plan The 2011 Employee Plan will be administered by the Board of Directors or the Compensation Committee of the Board upon delegation of that authority by the Board to the Compensation Committee (the “Administrator”). Under the terms of the 2011 Employee Plan, the Administrator is authorized to: • determine all matters relating to awards, including selection of individuals to receive awards, the types of awards granted, the number of shares of Common Stock, if any, subject to an award, and all terms, conditions, restrictions and limitations of an award; • prescribe the form or forms of award agreements evidencing any awards granted under the 2011 Employee Plan; • establish, amend and rescind rules and regulations for the administration of the 2011 Employee Plan; • construe and interpret the 2011 Employee Plan and any awards and award agreements made under the 2011 Employee Plan; 12
Page 1 and 2: To Our Stockholders: RUMSON-FAIR HA
Page 3 and 4: At the Annual Meeting, a judge of e
Page 5 and 6: shares the person named in the tabl
Page 7 and 8: Nominees for Election The Board of
Page 9: Herbert M. Gardner was most recentl
Page 13 and 14: • with respect to a participant w
Page 15 and 16: amendment is required by applicable
Page 17 and 18: satisfied by the delivery of shares
Page 19 and 20: PROPOSAL 3 - APPROVAL OF THE ADOPTI
Page 21 and 22: circumstances, a trading date prece
Page 23 and 24: above, such determination must also
Page 25 and 26: MANAGEMENT RUMSON-FAIR HAVEN BANK &
Page 27 and 28: 2010, a total of 6,690 shares of Co
Page 29: ANNUAL REPORT The annual report to

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