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

• interpret rules and regulations for administering the 2011 Employee Plan; and
• make all other determinations deemed necessary or advisable for administering the
2011 Employee Plan.
Effective Date of the 2011 Employee Plan
Pending approval of the 2011 Employee Plan by the stockholders of the Bank, the
effective date of the 2011 Employee Plan will be April 27, 2011, the date of the Annual Meeting.
All eligible participants may receive awards under the 2011 Employee Plan for ten years minus
one day from the date on which the stockholders approve the 2011 Employee Plan.
Shares of Common Stock Available under the 2011 Employee Plan
Twenty-five thousand (25,000) shares of Common Stock have been reserved for issuance
under the 2011 Employee Plan exclusive of shares that may be issued with respect to incentive
stock options, and seventy-five thousand (75,000) shares of Common Stock have been reserved
for issuance under the 2011 Employee Plan solely with respect to incentive stock options.
Subject to applicable law and regulations, the number of shares reserved for issuance under the
2011 Employee Plan are subject to adjustment due to changes in the outstanding shares of
Common Stock due to a merger, consolidation or reorganization of the Bank, stock dividends,
stock splits, combinations or reclassifications of the Common Stock, or other changes in the
capital stock structure of the Bank. The number of shares of Common Stock reserved for
issuance under the 2011 Employee Plan will not be reduced by:
• dividends, including dividends paid in shares of Common Stock;
• awards which by their terms are settled in cash rather than the issuance of shares of
Common Stock;
• any shares subject to an award under the 2011 Employee Plan which award is
forfeited, cancelled or terminated, expires or lapses for any reason; and
• any shares of Common Stock surrendered by a participant or withheld by the Bank to
pay the option price for an award of shares or used to satisfy any tax withholding
requirement in connection with the exercise or vesting of an award if, in accordance
with the terms of the 2011 Employee Plan, a participant pays such option price or
satisfies such tax withholding by either tendering previously owned shares of
Common Stock or having the Bank withhold shares.
Awards Available Under the 2011 Employee Plan:
Stock Options
The Administrator may grant either incentive stock options or nonqualified stock options.
The exercise price of each stock option shall be equal to the “fair market value” (as defined
below) of the Common Stock on the date the award is granted to the participant; provided,
however, that:
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