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

• make all other determinations deemed necessary or advisable for administering the
2011 Director Plan.
Effective Date of the 2011 Director Plan
Pending approval of the 2011 Director Plan by the stockholders of the Bank, the effective
date of the 2011 Director Plan will be April 27, 2011, the date of the Annual Meeting. All
eligible participants may receive awards under the 2011 Director Plan for ten years minus one
day from the date on which the stockholders approve the 2011 Director Plan.
Shares of Common Stock Available under the 2011 Director Plan
Seventy-five thousand (75,000) shares of Common Stock have been reserved for issuance
under the 2011 Director Plan. Subject to applicable law and regulations, the number of shares
reserved for issuance under the 2011 Director 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 Director 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 Director 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 Director 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 Director Plan
Stock Options
The Administrator may grant 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 in no event shall the
option price per share of s stock option be less than the par value per share of the Common
Stock.
For purposes of the exercise price of a stock option, “fair market value” shall mean the
closing sales price for shares of the Common Stock on the New York Stock Exchange or the
American Stock Exchange (as applicable) on the date an award is granted (or under certain
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