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Vote Required Approval of Proposal 2 requires the affirmative vote, either in person or by proxy, of the holders of at least two-thirds of the Bank’s outstanding Common Stock entitled to vote on the proposal. Abstentions and broker “non-votes” will have the same effect as voting “AGAINST” the adoption of Proposal 2 because the required vote is based on the number of shares outstanding rather than the number of votes cast. RECOMMENDATION ON PROPOSAL 2 THE MEMBERS OF THE BANK’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE “FOR” THE PROPOSAL TO APPROVE THE ADOPTION OF THE RUMSON-FAIR HAVEN BANK & TRUST COMPANY 2011 EMPLOYEE STOCK OPTION AND EQUITY INCENTIVE PLAN. 19
PROPOSAL 3 – APPROVAL OF THE ADOPTION OF THE RUMSON-FAIR HAVEN BANK & TRUST COMPANY 2011 NON-EMPLOYEE DIRECTOR 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 Non- Employee Director Stock Option and Equity Incentive Plan (the “2011 Director Plan”). The 2011 Director Plan is designed to encourage and enable non-employee directors 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 Director Plan, nonqualified stock options may be granted to eligible nonemployee directors of the Bank. Participants may also be eligible to receive, under certain conditions, SARs in the form of related SARs and freestanding SARs. No awards have been awarded under the 2011 Director Plan, nor will any awards be awarded, unless and until the stockholders of the Bank approve the 2011 Director Plan. The terms of the 2011 Director Plan are complex and it is therefore recommended that stockholders thoroughly read the following description of the 2011 Director Plan which describes certain of the provisions of the 2011 Director 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 Director 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 Director Plan The 2011 Director Plan will be administered by the Administrator. Under the terms of the 2011 Director 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 Director Plan; • establish, amend and rescind rules and regulations for the administration of the 2011 Director Plan; • construe and interpret the 2011 Director Plan and any awards and award agreements made under the 2011 Director Plan; • interpret rules and regulations for administering the 2011 Director Plan; and
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 and 10: Herbert M. Gardner was most recentl
Page 11 and 12: PROPOSAL 2 - APPROVAL OF THE ADOPTI
Page 13 and 14: • with respect to a participant w
Page 15 and 16: amendment is required by applicable
Page 17: satisfied by the delivery of shares
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

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

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