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

laws of intestate succession, and may be exercised during the participant’s lifetime only by the
participant or the participant’s guardian or legal representative.
Amendment and Termination of the 2011 Director Plan
The 2011 Director Plan may be amended, altered and/or terminated at any time by the
Board; provided, however, that: (1) approval of an amendment to the 2011 Director Plan by the
stockholders of the Bank shall be required to the extent, if any, that stockholder approval of such
amendment is required by applicable law, rule or regulation; and (2) except for the adjustments
described below, the option price for any outstanding stock option or base price of any
outstanding SAR may not be decreased after the date of grant, nor may any outstanding option or
SAR be surrendered to the Bank as consideration for the grant of a new stock option or SAR
with a lower option price or base price than the original stock option or SAR, as the case may be,
without stockholder approval of any such action.
The Administrator may amend, alter or terminate any award granted under the 2011
Director Plan, prospectively or retroactively, but such amendment, alteration or termination of an
award shall not, without the consent of the recipient of an outstanding award, materially
adversely affect the rights of the recipient with respect to the award.
Notwithstanding the foregoing, the Administrator shall have the unilateral authority (1) to
amend the 2011 Director Plan and any award granted thereunder, without the approval of the
stockholders and/or the consent of the participant, to the extent necessary to comply with
applicable laws, rules and regulations and (2) to make adjustments to the terms and conditions of
awards in recognition of unusual or nonrecurring events affecting the Bank, the financial
statements of the Bank or changes in accounting principles if the Administrator determines that
such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the 2011 Director Plan or necessary to
comply with applicable accounting principles.
Change in Control
All stock options and SARs outstanding as of the date of a “change in control” (as such
term is defined and used in the 2011 Director Plan) shall become fully exercisable, whether or
not then otherwise exercisable.
Notwithstanding the foregoing, in the event of a merger, share exchange, reorganization,
sale of all or substantially all of the assets of the Bank or other similar transaction or event
affecting the Bank or its stockholders, the Administrator may, in its sole and absolute discretion,
determine that any or all awards granted pursuant to the 2011 Director Plan shall not vest or
become exercisable on an accelerated basis, if the Bank or the surviving or acquiring
corporation, as the case may be, shall have taken such action, including but not limited to the
assumption of awards granted under the 2011 Director Plan or the grant of substitute awards (in
either case, with substantially similar terms or equivalent economic benefits as awards granted
under the 2011 Director Plan), as the Administrator determines to be equitable or appropriate to
protect the rights and interests of participants under the 2011 Director Plan. If the Compensation
Committee is acting as the Administrator authorized to make the determinations provided for
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