SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
LINCOLN PARK BANCORP
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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November 22, 2005
Dear Stockholder:
We cordially invite you to attend the Special Meeting of Stockholders of
Lincoln Park Bancorp, the parent company of Lincoln Park Savings Bank. The
Special Meeting will be held at the Lincoln Park PAL Community Center, located
at 10 Boonton Turnpike, Lincoln Park, New Jersey 07035, at 10:00 a.m., local
time, on December 22, 2005.
The enclosed Notice of Special Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the Special Meeting.
Directors and officers of Lincoln Park Bancorp will be present at the Special
Meeting to respond to any questions that stockholders may have.
The Special Meeting is being held so that stockholders may consider the
approval of the Lincoln Park Bancorp 2005 Stock-Based Incentive Plan. The Board
of Directors of Lincoln Park Bancorp has determined that approval of the Lincoln
Park Bancorp 2005 Stock-Based Incentive Plan is in the best interests of Lincoln
Park Bancorp and its stockholders. For the reasons set forth in the Proxy
Statement, the Board of Directors unanimously recommends that you vote "FOR" the
approval of the Lincoln Park Bancorp 2005 Stock-Based Incentive Plan.
On behalf of the Board of Directors, we urge you to sign, date and
return the enclosed proxy card as soon as possible, even if you currently plan
to attend the Special Meeting. This will not prevent you from voting in person,
but will assure that your vote is counted if you are unable to attend the
Special Meeting. Your vote is important, regardless of the number of shares that
you own.
Sincerely,
/s/ Donald S. Hom
Donald S. Hom
President and Chief Executive Officer
LINCOLN PARK BANCORP
31 BOONTON TURNPIKE
LINCOLN PARK, NEW JERSEY 07035
(973) 694-0330
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
To be held on December 22, 2005
Notice is hereby given that the Special Meeting of Stockholders (the
"Special Meeting") of Lincoln Park Bancorp will be held at the Lincoln Park PAL
Community Center, located at 10 Boonton Turnpike, Lincoln Park, New Jersey
07035, on December 22, 2005, at 10:00 a.m., local time.
A proxy card and a Proxy Statement for the Special Meeting are enclosed.
The Special Meeting is for the purpose of considering and acting upon:
1. The approval of the Lincoln Park Bancorp 2005 Stock-Based
Incentive Plan; and
2. Such other matters as may properly come before the Special
Meeting, or any adjournments thereof.
The Board of Directors of Lincoln Park Bancorp is not aware of any other
business to come before the Special Meeting.
Any action may be taken on the foregoing proposals at the Special
Meeting on the date specified above, or on any date or dates to which the
Special Meeting may be adjourned. Stockholders of record at the close of
business on November 14, 2005, are the stockholders entitled to vote at the
Special Meeting, and any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE SPECIAL MEETING,
IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF LINCOLN PARK BANCORP A WRITTEN REVOCATION OR A DULY
EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE SPECIAL
MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT
BEFORE THE SPECIAL MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE
NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT THE SPECIAL MEETING.
By Order of the Board of Directors
/s/ Nancy M. Shaw
Nancy M. Shaw
Secretary
Lincoln Park, New Jersey
November 22, 2005
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE LINCOLN PARK BANCORP THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
LINCOLN PARK BANCORP
31 BOONTON TURNPIKE
LINCOLN PARK, NEW JERSEY 07035
(973) 694-0330
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 22, 2005
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Lincoln Park Bancorp to be used
at the Special Meeting of Stockholders (the "Special Meeting") of Lincoln Park
Bancorp, which will be held at the Lincoln Park PAL Community Center, located at
10 Boonton Turnpike, Lincoln Park, New Jersey 07035, at 10:00 a.m., local time,
on December 22, 2005, and all adjournments of the Special Meeting. The
accompanying Notice of Special Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about November 22, 2005.
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REVOCATION OF PROXIES
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Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Special Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
Lincoln Park Bancorp will be voted in accordance with the directions given
thereon. WHERE NO INSTRUCTIONS ARE INDICATED, VALIDLY EXECUTED PROXIES WILL BE
VOTED "FOR" THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Special Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Special Meeting or any adjournments
thereof.
Proxies may be revoked by sending written notice of revocation to the
Secretary of Lincoln Park Bancorp, Nancy M. Shaw, at the address of Lincoln Park
Bancorp shown above, by returning a duly executed proxy bearing a later date or
by attending the Special Meeting and voting in person. The presence at the
Special Meeting of any stockholder who had given a proxy shall not revoke such
proxy unless the stockholder delivers his or her ballot in person at the Special
Meeting or delivers a written revocation to the Secretary of Lincoln Park
Bancorp prior to the voting of such proxy.
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VOTING SECURITIES AND CERTAIN HOLDERS THEREOF
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Holders of record of Lincoln Park Bancorp's common stock, par value
$0.01 per share, as of the close of business on November 14, 2005 are entitled
to one vote for each share then held. As of November 14, 2005, there were
1,851,500 shares of common stock issued and outstanding, 999,810 of which were
held by Lincoln Park Bancorp, MHC (the "Mutual Holding Company"), and 851,690 of
which were held by stockholders other than the Mutual Holding Company ("Minority
Stockholders"). The presence in person or by proxy of a majority of the
outstanding shares of common stock entitled to vote is necessary to constitute a
quorum at the Special Meeting. Abstentions and broker non-votes will be counted
for purposes of determining that a quorum is present. In the event there are not
sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Special Meeting, the Special Meeting may be
adjourned in order to permit the further solicitation of proxies. However, the
presence by proxy of the Mutual Holding Company's shares will assure a quorum is
present at the Special Meeting.
As to the approval of the Lincoln Park Bancorp 2005 Stock-Based
Incentive Plan (the "Incentive Plan"), by checking the appropriate box, a
stockholder may: (i) vote FOR the approval of the Incentive Plan; (ii) vote
AGAINST the approval of the Incentive Plan; or (iii) ABSTAIN from voting on the
approval of the Incentive Plan. The approval of this matter requires the
affirmative vote of (a) a majority of the votes eligible to be cast at the
Special Meeting, and (b) a majority of the shares present and voting held by
Minority Stockholders, in each case without regard to broker non-votes or
proxies marked ABSTAIN.
Management of Lincoln Park Bancorp anticipates that Lincoln Park
Bancorp, MHC, the majority stockholder of Lincoln Park Bancorp, will vote all of
its shares of common stock in favor of the Incentive Plan.
Proxies solicited hereby will be returned to Lincoln Park Bancorp and
will be tabulated by an Inspector of Election designated by Lincoln Park
Bancorp's Board of Directors.
Persons and groups who beneficially own in excess of 5% of the common
stock of Lincoln Park Bancorp are required to file certain reports with the
Securities and Exchange Commission regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth, as of November 14, 2005, the shares of common stock
beneficially owned by each person who was the beneficial owner of more than 5%
of the outstanding shares of common stock of Lincoln Park Bancorp, by each
director and executive officer of Lincoln Park Bancorp individually, and by
Lincoln Park Bancorp, MHC and all directors and executive officers as a group.
AMOUNT OF SHARES
OWNED AND NATURE PERCENT OF SHARES
NAME AND ADDRESS OF OF BENEFICIAL OF COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP (2) OUTSTANDING
------------------- ------------------- -------------------
PRINCIPAL STOCKHOLDERS:
Lincoln Park Bancorp, MHC(1) 999,810 54.0%
Lincoln Park Bancorp, MHC, 1,034,344(3) 55.9%
and all of Lincoln Park Bancorp's directors and
executive officers as a group
(9 directors and officers)
DIRECTORS AND EXECUTIVE OFFICERS:
David G. Baker 3,800 *
John F. Feeney 3,000 *
Edith M. Perrotti 5,050 *
Stanford Stoller 5,000 *
William H. Weisbrod 7,000 *
Donald S. Hom 7,500 *
Nandini Mallya 1,500 (4) *
Nancy M. Shaw 800 (5) *
Deborah Corvelli Shahin 884 (6) *
All directors and executive
officers as a group (9 persons) 34,534 (7) 1.9%
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* Less than 1%.
(1) The mailing address for referenced person or entity is 31 Boonton Turnpike,
Lincoln Park, New Jersey 07035.
(2) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner for purposes of this table, of
any shares of common stock if he has shared voting or investment power with
respect to such security, or has a right to acquire beneficial ownership at
any time within 60 days from the date as of which beneficial ownership is
being determined. As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the power to dispose
or direct the disposition of shares, and includes all shares held directly
as well as by spouses and minor children, in trust and other indirect
ownership, over which shares the named individuals effectively exercise
sole or shared voting or investment power.
(3) Includes shares of common stock held by Lincoln Park Bancorp, MHC. Excludes
34,068 shares of common stock owned by the Lincoln Park Savings Bank
Employee Stock Ownership Plan (the "ESOP"). No shares of the ESOP have been
allocated to the accounts of the participants as of the record date.
(4) Includes 500 shares of common stock held by a member of Ms. Mallaya's
family.
(5) Includes 25 shares of common stock held by a member of Ms. Shaw's family.
(6) Includes 100 shares of common stock held by Ms. Shahin as custodian.
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(7) Excludes 34,068 shares of common stock, or 1.8% of the common stock
outstanding, owned by the ESOP for the benefit of employees. Under the
terms of the ESOP, shares of common stock allocated to the account of
employees are voted in accordance with instructions of the respective
employees. Unallocated shares of common stock are voted by the trustee of
the employee stock ownership plan. No shares of the ESOP have been
allocated to the accounts of the participants as of the record date.
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EXECUTIVE AND DIRECTOR COMPENSATION
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EXECUTIVE COMPENSATION
Lincoln Park Bancorp has not paid any compensation to its executive
officers since its formation. However, Lincoln Park Bancorp does reimburse
Lincoln Park Savings Bank for services performed on behalf of Lincoln Park
Bancorp by its officers. Lincoln Park Bancorp does not presently anticipate
paying any compensation to such persons until it becomes actively involved in
the operation or acquisition of businesses other than Lincoln Park Savings Bank.
The following table sets forth for the fiscal years ended December 31,
2004 and 2003, certain information as to the total remuneration paid by Lincoln
Park Savings Bank to Mr. Hom (sometimes herein referred to as the "Named
Executive Officer"), who serves as President and Chief Executive Officer. No
other executive officers earned in excess of $100,000 during fiscal 2004 or
2003. Summary compensation information is excluded for fiscal 2002, as Lincoln
Park Bancorp was not a public company during that period.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------- ----------------------------------
AWARDS PAYOUTS ALL
OTHER ----------------------- --------- OTHER
ANNUAL RESTRICTED COMPEN-
NAME AND SALARY COMPEN- STOCK OPTION/ LTIP SATION
PRINCIPAL POSITION FISCAL ($) BONUS ($) SATION (1) AWARDS (#) SARS (#) PAYOUTS ($)
-------------------- -------- --------- ----------- ----------- ----------- ---------- --------- ---------
Donald S. Hom 2004 $ 106,000 $ 9,539 -- -- -- $ -- $6,700(2)
President and Chief 2003 103,000 5,000 -- -- -- -- 7,100(2)
Executive Officer
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(1) Lincoln Park Savings Bank provides certain of its executive officers with
non-cash benefits and perquisites. Management believes that the aggregate
value of these benefits for fiscal 2004 and 2003, respectively, did not, in
the case of the named executive officer, exceed $50,000 or 10% of the
aggregate salary and annual bonus reported for him in the Summary
Compensation Table.
(2) Represents profit sharing contribution under Lincoln Park Savings Bank's
profit sharing plan.
DIRECTORS COMPENSATION
Members of the Board of Directors of Lincoln Park Bancorp do not receive
separate compensation for their service on the Board of Directors of Lincoln
Park Bancorp. Members of the audit committee, compensation committee and
executive committee of Lincoln Park Bancorp receive $500 per committee meeting
attended.
For the fiscal year ended December 31, 2004, members of Lincoln Park
Savings Bank's Board of Directors received a fee of $1,000 for each board
meeting held, subject to forfeiture of a portion of board fees of any director
who is absent from more than six meetings.
EMPLOYEE STOCK OWNERSHIP PLAN
In connection with its reorganization and stock offering, Lincoln Park
Savings Bank adopted the Lincoln Park Savings Bank Employee Stock Ownership Plan
("ESOP") for eligible employees of Lincoln Park Bancorp and any subsidiary,
including Lincoln Park Savings Bank. Employees of Lincoln Park Bancorp and
Lincoln Park Savings Bank who have attained age 21 and who have been credited
with at least 1,000 hours of service during a twelve month period are eligible
to participate in the ESOP.
The ESOP borrowed funds from Lincoln Park Bancorp to purchase 34,068
shares of the common stock of Lincoln Park Bancorp. The shares of common stock
were purchased with proceeds of a $387,193 loan from Lincoln Park Bancorp. The
loan to the ESOP bears interest at prime and will be repaid principally from
Lincoln Park Savings Bank's contributions to the ESOP over a period of twenty
years. The collateral for the loan is the shares of
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common stock of Lincoln Park Bancorp purchased by the ESOP. Shares purchased by
the ESOP are held in a suspense account and are released to participants'
accounts as debt service payments are made. Shares released from the ESOP are
allocated to each eligible participant's ESOP account based on the ratio of each
such participant's compensation to the total compensation of all eligible
participants. Forfeitures are reallocated among remaining participating
employees and may reduce any amount Lincoln Park Bancorp might otherwise have
contributed to the ESOP. A participant vests in 100% of his or her account
balance after seven years of credited service. In the case of a "change in
control," as defined in the ESOP, which triggers a termination of the ESOP,
participants will become immediately fully vested in their account balances.
Benefits are payable upon retirement or other separation from service. Lincoln
Park Bancorp's contributions to the ESOP are not fixed, so benefits payable
under the ESOP cannot be estimated.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
In the ordinary course of business, Lincoln Park Savings makes loans
available to its directors, officers and employees. These loans are made in the
ordinary course of business on substantially the same terms (other than interest
rates on loans to employees), including collateral, as comparable loans to other
borrowers. Management believes that these loans neither involve more than the
normal risk of collectibility nor present other unfavorable features. Federal
regulations permit executive officers and directors to participate in loan
programs that are available to other employees, as long as the director or
executive officer is not given preferential treatment compared to other
participating employees. Loans made to directors or executive officers,
including any modification of such loans, must be approved by a majority of
independent disinterested members of the board of directors. The interest rate
on loans to directors and officers is the same as that offered to other
borrowers.
EQUITY COMPENSATION PLAN INFORMATION
As of December 31, 2004, Lincoln Park Bancorp did not have any equity
compensation plans under which Lincoln Park Bancorp's common stock was
authorized for issuance.
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PROPOSAL I - APPROVAL OF THE LINCOLN PARK BANCORP 2005 STOCK-BASED INCENTIVE
PLAN
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The Board of Directors has adopted, subject to stockholder approval, the
Lincoln Park Bancorp 2005 Stock-Based Incentive Plan (the "Incentive Plan"), to
provide officers, employees and directors of Lincoln Park Bancorp and Lincoln
Park Savings Bank with additional incentives to promote the growth and
performance of Lincoln Park Bancorp. The following is a summary of the material
features of the Incentive Plan, which is qualified in its entirety by reference
to the provisions of the Incentive Plan, attached hereto as Appendix A.
GENERAL
The Incentive Plan will remain in effect for a period of ten years
following adoption by stockholders. The Incentive Plan authorizes the issuance
of up to 127,012 shares of Lincoln Park Bancorp common stock pursuant to grants
of incentive and non-statutory stock options, reload options, stock appreciation
rights, limited rights, and restricted stock awards, provided that no more than
36,289 shares may be issued as restricted stock awards, and no more than 90,723
shares may be issued pursuant to the exercise of stock options.
The Incentive Plan will be administered by a committee (the "Committee")
appointed by the Board of Directors, which will include two or more
disinterested directors of Lincoln Park Bancorp who must be "non-employee
directors," as that term is defined for purposes of Rule 16b of the Securities
Exchange Act of 1934. If the Board of Directors does not appoint a Committee,
the Committee will consist of the entire Board of Directors. The Committee has
full and exclusive power within the limitations set forth in the Incentive Plan
to make all decisions and determinations regarding the selection of participants
and the granting of awards; establishing the terms and conditions relating to
each award; adopting rules, regulations and guidelines for carrying out the
Incentive Plan's purposes; and interpreting and otherwise construing the
Incentive Plan. The Incentive Plan also permits the Board of Directors or the
Committee to delegate to one or more officers of Lincoln Park Bancorp the
Committee's power
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to (i) designate officers and employees who will receive awards, and (ii)
determine the number of awards to be received by them.
ELIGIBILITY
Employees and outside directors of Lincoln Park Bancorp or its
subsidiaries are eligible to receive awards under the Incentive Plan.
TYPES OF AWARDS
The Committee may determine the type and terms and conditions of awards
under the Incentive Plan. Awards may be granted in a combination of incentive
and non-statutory stock options, reload options, stock appreciation rights,
limited rights, or restricted stock awards, as follows.
STOCK OPTIONS. A stock option gives the recipient or "optionee" the
right to purchase shares of common stock at a specified price for a specified
period of time. The exercise price may not be less than the fair market value on
the date the stock option is granted. Fair market value for purposes of the
Incentive Plan means (i) if Lincoln Park Bancorp's common stock is traded on the
Nasdaq Stock Market, the closing price reported for that date, or (ii) if
Lincoln Park Bancorp's common stock is traded on a stock exchange on the date in
question, a value equal to the closing price reported by the applicable
composite transactions report for that date. The Committee will determine the
fair market value if it cannot be determined in the manner described above.
Stock options are either "incentive" stock options or "non-qualified"
stock options. Incentive stock options have certain tax advantages and must
comply with the requirements of Section 422 of the Internal Revenue Code (the
"Code"). Only employees are eligible to receive incentive stock options. Shares
of common stock purchased upon the exercise of a stock option must be paid for
in full at the time of exercise (i) either in cash or with stock of Lincoln Park
Bancorp which was owned by the participant for at least six months prior to
delivery, or (ii) by reduction in the number of shares deliverable pursuant to
the stock option, or (iii) subject to a "cashless exercise" through a third
party. Cash may be paid in lieu of any fractional shares under the Incentive
Plan and generally no fewer than 100 shares may be purchased on exercise of an
award unless the total number of shares available for purchase or exercise
pursuant to an award is less than 100 shares. Stock options are subject to
vesting conditions and restrictions as determined by the Committee.
RELOAD OPTIONS. Reload options entitle the holder, who has delivered
shares that he or she owns as payment of the exercise price for option stock, to
a new option to acquire additional shares equal in amount to the shares he or
she has traded. Reload options may also be granted to replace option shares
retained by the employer for payment of the option holder's withholding tax. The
option price at which additional shares of stock can be purchased by the option
holder through the exercise of a reload option is equal to the market value of
the shares on the date the original option is exercised. The option period
during which the reload option may be exercised expires at the same time as that
of the original option that the holder has exercised. Reload options issued on
the exercise of incentive stock options may be incentive stock options or
non-statutory stock options.
STOCK APPRECIATION RIGHTS. Stock appreciation rights give the recipient
the right to receive a payment in Lincoln Park Bancorp common stock of an amount
equal to the excess of the fair market value of a specified number of shares of
Lincoln Park Bancorp common stock on the date of the exercise of the stock
appreciation rights over the fair market value of the common stock on the date
of grant of the stock appreciation right, as set forth in the recipient's award
agreement. Stock appreciation rights will not be granted unless (i) the stock
appreciation right is settled solely in Lincoln Park Bancorp common stock and
(ii) there is no further ability to defer the income received on the exercise of
the stock appreciation right.
LIMITED RIGHTS. The Committee may grant limited rights to employees
simultaneously with the grant of any option. A limited right gives the option
holder the right, upon a change in control of Lincoln Park Bancorp, to receive
the excess of the market value of the shares represented by the limited rights
on the date exercised over the exercise price. Limited rights generally will be
subject to the same terms and conditions and exercisable to the same extent as
stock options, as described above. Payment upon exercise of a limited right will
be in cash.
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Limited rights may be granted at the time of, and must be related to,
the grant of a stock option. The exercise of one will reduce to that extent the
number of shares represented by the other. If a limited right is granted with
and related to an incentive stock option, the limited right must satisfy all the
restrictions and limitations to which the related incentive stock option is
subject.
STOCK AWARDS. Stock awards under the Incentive Plan will be granted only
in whole shares of common stock. Stock awards will be subject to conditions
established by the Committee which are set forth in the award agreement. Any
stock award granted under the Incentive Plan will be subject to vesting as
determined by the Committee. Awards will be evidenced by agreements approved by
the Committee, which set forth the terms and conditions of each award.
Generally, all awards, except non-statutory stock options, granted under
the Incentive Plan will be nontransferable except by will or in accordance with
the laws of intestate succession. Stock awards may be transferable pursuant to a
qualified domestic relations order. At the Committee's sole discretion,
non-statutory stock options may be transferred for valid estate planning
purposes that are permitted by the Code and the Exchange Act. During the life of
the participant, awards can only be exercised by him or her. The Committee may
permit a participant to designate a beneficiary to exercise or receive any
rights that may exist under the Incentive Plan upon the participant's death.
CHANGE IN CONTROL. Upon the occurrence of an event constituting a change
in control of Lincoln Park Bancorp as defined in the Incentive Plan, all stock
options will become fully vested, and all stock awards then outstanding will
vest free of restrictions.
TAX CONSEQUENCES
The following are the material federal tax consequences generally
arising with respect to awards granted under the Incentive Plan. The grant of an
option will create no tax consequences for an optionee or Lincoln Park Bancorp.
The optionee will have no taxable income upon exercising an incentive stock
option and Lincoln Park Bancorp will receive no deduction when an incentive
stock option is exercised. Upon exercising a non-statutory stock option, the
optionee must recognize ordinary income equal to the difference between the
exercise price and the fair market value of the stock on the date of exercise,
and Lincoln Park Bancorp will be entitled to a deduction for the same amount.
The tax treatment for an optionee on a disposition of shares acquired through
the exercise of an option depends on how long the shares have been held and
whether such shares were acquired by exercising an incentive stock option or a
non-statutory stock option. Generally, there will be no tax consequences to
Lincoln Park Bancorp in connection with the disposition of shares acquired
pursuant to an option, except that Lincoln Park Bancorp may be entitled to a
deduction if shares acquired pursuant to an incentive stock option are sold
before the required holding periods have been satisfied.
With respect to other awards granted under the Incentive Plan that are
settled either in cash or in stock, the participant must recognize ordinary
income equal to the cash or the fair market value of shares or other property
received and Lincoln Park Bancorp will be entitled to a deduction for the same
amount. With respect to awards that are settled in stock the participant must
recognize ordinary income equal to the fair market value of the shares received
at the time the shares became transferable or not subject to substantial risk of
forfeiture, whichever occurs earlier. Lincoln Park Bancorp will be entitled to a
deduction for the same amount.
No options have been granted or stock awards made under the Incentive
Plan as of the date of this proxy statement. There are five outside directors of
Lincoln Park Bancorp and 22 employees eligible to participate in the Incentive
Plan.
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ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
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The bylaws of Lincoln Park Bancorp provide an advance notice procedure
for certain business, or nominations to the Board of Directors, to be brought
before an Annual Meeting. For business to be properly brought before an Annual
Meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the
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Secretary of Lincoln Park Bancorp. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of
Lincoln Park Bancorp no later than five days before the date of the meeting. The
chairman of an Annual Meeting may, if the facts warrant, determine and declare
to the meeting that certain business was not properly brought before the meeting
in accordance with the provisions of Lincoln Park Bancorp's bylaws, and if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. This provision
is not a limitation on any other applicable laws and regulations.
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STOCKHOLDER PROPOSALS
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In order to be eligible for inclusion in Lincoln Park Bancorp's proxy
materials for Lincoln Park Bancorp's 2006 Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be received at Lincoln
Park Bancorp's executive office, 31 Boonton Turnpike, Lincoln Park, New Jersey
07035, no later than November 26, 2005. Any such proposals shall be subject to
the requirements of the proxy rules adopted under the Securities Exchange Act of
1934, as amended.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Special Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Special Meeting, it is
intended that the holders of the proxies will act in accordance with their best
judgment.
--------------------------------------------------------------------------------
MISCELLANEOUS
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The cost of solicitation of proxies will be borne by Lincoln Park
Bancorp. Lincoln Park Bancorp has engaged Regan & Associates, Inc. to assist in
the solicitation of proxies in connection with the Special Meeting. Regan &
Associates, Inc. will receive a fee of $8,000 for these services. Lincoln Park
Bancorp will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of common stock. In addition to solicitations by mail,
directors, officers and regular employees of Lincoln Park Bancorp may solicit
proxies personally or by telegraph or telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Nancy M. Shaw
Nancy M. Shaw
Secretary
Lincoln Park, New Jersey
November 22, 2005
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APPENDIX A
LINCOLN PARK BANCORP
2005 STOCK-BASED INCENTIVE PLAN
1. PURPOSE OF PLAN.
----------------
The purposes of this 2005 Stock-Based Incentive Plan are to provide
incentives and rewards to those employees and directors largely responsible for
the success and growth of Lincoln Park Bancorp and its Affiliates, and to assist
all such corporations in attracting and retaining directors, executives and
other key employees with experience and ability.
2. DEFINITIONS.
------------
2.1 "Affiliate" means any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Sections 424(e) and
424(f) of the Code.
2.2 "Award" means one or more of the following: Restricted Stock
Awards, Stock Options and other types of Awards, as set forth in Section 6 of
the Plan.
2.3 "Bank" means Lincoln Park Savings Bank.
2.4 "Board of Directors" means the board of directors of the
Company.
2.5 "Change in Control" means a change in control of a nature that:
(a) would be required to be reported in response to Item
5.01 of the current report on Form 8-K, as in effect on
the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); or
(b) results in a Change in Control of the Bank or the
Company within the meaning of the Home Owners' Loan Act,
as amended ("HOLA"), and applicable rules and
regulations promulgated thereunder, as in effect at the
time of the Change in Control; or
(c) without limitation such a Change in Control shall be
deemed to have occurred at such time as (a) any "person"
(as the term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing
25% or more of the combined voting power of Company's
outstanding securities except for any securities
purchased by the Bank's employee stock ownership plan or
trust; or (b) individuals who constitute the Board on
the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof,
PROVIDED that any person becoming a director subsequent
to the date hereof whose election was approved by a vote
of at least three-quarters of the directors comprising
the Incumbent Board, or whose nomination for election by
the Company's stockholders was approved by the same
Nominating Committee serving under an Incumbent
Board, shall be, for purposes of this clause (b),
considered as though he were a member of the Incumbent
Board; or (c) a plan of reorganization, merger,
consolidation, sale of all or substantially all the
assets of the Bank or the Company or similar transaction
in which the Bank or Company is not the surviving
institution occurs; or (d) a proxy statement is
distributed soliciting proxies from stockholders of the
Company, by someone other than the current management of
the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company
or similar transaction with one or more corporations, as
a result of which the outstanding shares of the class of
securities then subject to the Plan are exchanged for or
converted into cash or property or securities not issued
by the Company; or (e) a tender offer is made for 25% or
more of the voting securities of the Company and the
shareholders owning beneficially or of record 25% or
more of the outstanding securities of the Company have
tendered or offered to sell their shares pursuant to
such tender offer and such tendered shares have been
accepted by the tender offeror. Notwithstanding anything
in this subsection to the contrary, a Change in Control
shall not be deemed to have occurred upon the conversion
of the Company's mutual holding company parent to stock
form, or in connection with any reorganization used to
effect such a conversion.
2.6 "Code" means the Internal Revenue Code of 1986, as amended.
2.7 "Committee" means the committee designated, pursuant to Section
3 of the Plan, to administer the Plan.
2.8 "Common Stock" means the common stock of the Company, par value
$0.01 per share.
2.9 "Company" means Lincoln Park Bancorp and any entity that
succeeds to the business of Lincoln Park Bancorp.
2.10 "Disability" means a physical or mental condition, determined by
the Committee after review of those medical reports deemed satisfactory for such
purpose, which renders the Participant totally and permanently incapable of
engaging in any substantial gainful employment based on the Participant's
education, training and experience.
2.11 "Employee" means any person employed by the Company or an
Affiliate. Directors who are also employed by the Company or an Affiliate shall
be considered Employees under the Plan.
2.12 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.13 "Exercise Price" means the price at which an individual may
purchase a share of Common Stock pursuant to an Option.
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2.14 "Fair Market Value" means the market price of Common Stock,
determined by the Committee as follows:
(a) If the Common Stock was traded on the date in question
on the Nasdaq Stock Market, then the Fair Market Value
shall be equal to the closing price reported for such
date;
(b) If the Common Stock was traded on a stock exchange for
the date in question, then the Fair Market Value shall
be equal to the closing price reported by the applicable
composite transactions report for such date; and
(c) If neither of the foregoing provisions is applicable,
then the Fair Market Value shall be determined by the
Committee in good faith on such basis as it deems
appropriate.
2.15 "Incentive Stock Option" means a Stock Option granted under the
Plan, that is intended to meet the requirements of Section 422 of the Code.
2.16 "Limited Right" means the right to receive an amount of cash
based upon the terms set forth in Section 6.1(a)(vii).
2.17 "Non-Statutory Stock Option" means a Stock Option granted to an
individual under the Plan that is not intended to be and is not identified as an
Incentive Stock Option, or an Option granted under the Plan that is intended to
be and is identified as an Incentive Stock Option, but that does not meet the
requirements of Section 422 of the Code.
2.18 "Option" or "Stock Option" means an Incentive Stock Option or a
Non-Statutory Stock Option, as applicable.
2.19 "Outside Director" means a member of the Board(s) of Directors
of the Company or an Affiliate who is not also an Employee.
2.20 "Participant" means an Employee or Director who is granted an
Award pursuant to the terms of the Plan.
2.21 "Plan" means this Lincoln Park Bancorp 2005 Stock-Based
Incentive Plan.
2.22 "Reload Option" means an option to acquire shares of Common
Stock equivalent to the number of shares (i) used by a Participant to pay for an
Option, or (ii) deducted from any distribution in order to satisfy income tax
required to be withheld, based upon the terms set forth in 6.1(a)(v) of the
Plan.
2.23 "Restricted Stock Award" means an Award of shares of restricted
stock granted to an individual pursuant to Section 6(b) of the Plan.
2.24 "Retirement" means retirement from employment with the Company
or an Affiliate on or after the Employee's attainment of age 65. "Retirement"
with respect to a director means termination of service on the board(s) of
directors of the Company or any Affiliate in
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accordance with applicable Company policy following the provision of written
notice to such board(s) of directors of the director's intention to retire.
2.25 "Stock Appreciation Right" means the right, as defined in
Section 6.1(a)(vi), that may be granted to a Participant in tandem with the
grant of a Stock Option.
3. ADMINISTRATION.
---------------
3.1 The Committee shall administer the Plan. The Committee shall
consist of either two or more disinterested directors of the Company who are
appointed by the Board of Directors, or the full Board of Directors. A member of
the Board of Directors shall be deemed to be disinterested only if he or she
satisfies: (i) such requirements as the Securities and Exchange Commission may
establish for non-employee directors administering plans intended to qualify for
exemption under Rule 16b-3 (or its successor) of the Exchange Act and (ii) such
requirements as the Internal Revenue Service may establish for outside directors
acting under plans intended to qualify for exemption under Section 162(m)(4)(C)
of the Code. The Board of Directors or the Committee may also delegate, to the
extent permitted by applicable law, to one or more officers of the Company, its
powers under this Plan to (a) designate the officers and employees of the
Company who will receive Awards and (b) determine the number of Awards to be
received by them, pursuant to a resolution that specifies the total number of
rights or options that may be granted under the delegation, provided that no
officer may be delegated the power to designate himself or herself as a
recipient of such options or rights.
3.2 Subject to Section 3.1, the Committee shall:
(a) select the individuals who are to receive grants of
Awards under the Plan;
(b) determine the type, number, vesting requirements and
other features and conditions of Awards made under the
Plan;
(c) interpret the Plan and Award Agreements (as defined
below); and
(d) make all other decisions related to the operation of the
Plan.
3.3 Each Award granted under the Plan shall be evidenced by a
written agreement (i.e., an "Award Agreement"). Each Award Agreement shall
constitute a binding contract between the Company or an Affiliate and the
Participant, and every Participant, upon acceptance of an Award Agreement, shall
be bound by the terms and restrictions of the Plan and the Award Agreement. The
terms of each Award Agreement shall be set in accordance with the Plan, but each
Award Agreement may also include any additional provisions and restrictions
determined by the Committee. In particular, and at a minimum, the Committee
shall set forth in each Award Agreement:
(a) the type of Award granted;
(b) the Exercise Price for any Option;
(c) the number of shares or rights subject to the Award;
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(d) the expiration date of the Award;
(e) the manner, time and rate (cumulative or otherwise) of
exercise or vesting of the Award; and
(f) the restrictions, if any, placed on the Award, or upon
shares which may be issued upon the exercise or vesting
of the Award.
The Chairman of the Committee and such other directors and employees as
shall be designated by the Committee are hereby authorized to execute Award
Agreements on behalf of the Company or an Affiliate and to cause them to be
delivered to the recipients of Awards granted under the Plan.
4. ELIGIBILITY.
------------
Subject to the terms of the Plan, Employees and Outside Directors, as
the Committee shall determine from time to time, shall be eligible to
participate in the Plan.
5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS.
---------------------------------------------------------
5.1 SHARES AVAILABLE. Subject to the provisions of Section 7, the
capital stock that may be delivered under this Plan shall be shares of the
Company's authorized but unissued Common Stock and any shares of its Common
Stock held as treasury shares.
5.2 SHARE LIMITS. Subject to adjustments, if any, provided in
Section 8 (and except for shares awarded pursuant to the exercise of a Reload
Option) the maximum number of shares of Common Stock that may be delivered
pursuant to Awards granted under this Plan (the "Share Limit") equals 127,012
shares. The following limits also apply with respect to Awards granted under
this Plan:
(a) The maximum number of shares of Common Stock that may be
delivered pursuant to Stock Options granted under this
Plan is 90,723 shares.
(b) The maximum number of shares of Common Stock that may be
delivered pursuant to Restricted Stock Awards granted
under this Plan is 36,289 shares.
(c) The maximum aggregate number of shares of Common Stock
that may be delivered pursuant to the exercise of
Incentive Stock Options under the Plan is 90,723. For
these purposes, only the net number of shares issued
pursuant to the exercise of Incentive Stock Options are
counted against the maximum number of shares.
(d) The maximum number of Options that may be awarded to an
individual is 22,680.
5.3 AWARDS SETTLED IN CASH, REISSUE OF AWARDS AND SHARES. To the
extent that an Award is settled in cash or a form other than shares of Common
Stock, the shares that would have been delivered had there been no such cash or
other settlement shall not be counted against the shares available for issuance
under this Plan. Shares that are subject to or underlie Awards
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which expire or for any reason are cancelled or terminated, are forfeited, fail
to vest, or for any other reason are not paid or delivered under this Plan shall
again be available for subsequent Awards under this Plan. Shares that are
exchanged by a Participant or withheld by the Company as full or partial payment
in connection with any Award under the Plan, as well as any shares exchanged by
a Participant or withheld by the Company to satisfy the tax withholding
obligations related to any Award under the Plan, shall be available for
subsequent Awards under this Plan.
5.4 RESERVATION OF SHARES; NO FRACTIONAL SHARES; MINIMUM ISSUE. The
Company shall at all times reserve a number of shares of Common Stock sufficient
to cover the Company's obligations and contingent obligations to deliver shares
with respect to Awards then outstanding under this Plan. No fractional shares
shall be delivered under this Plan. The Committee may pay cash in lieu of any
fractional shares in settlements of Awards under this Plan. No fewer than 100
shares may be purchased on exercise of any Award unless the total number
purchased or exercised is the total number at the time available for purchase or
exercise under the Award.
5.5 AVAILABILITY OF OPTIONS. To the extent that Awards granted under
the Plan are exercised, the shares covered will be unavailable for future grants
under the Plan; to the extent that Options together with any related Stock
Appreciation Rights or Limited Rights granted under the Plan terminate, expire
or are forfeited without having been exercised or, in the case of Limited
Rights, exercised for cash, new Awards may be made with respect to these shares.
Any shares that are issued by the Company, and any Awards that are granted by,
or become obligations of, the Company, through the assumption by the Company or
an affiliate thereof, or in substitution for, outstanding Awards previously
granted by an acquired company, shall not be counted against the shares
available for issuance under the Plan.
6. AWARDS.
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6.1 The Committee shall determine the type or types of Award(s) to
be made to each selected eligible individual. Awards may be granted singly, in
combination or in tandem. Awards also may be made in combination or in tandem
with, in replacement of, as alternatives to, or as the payment form for grants
or rights under any other employee or compensation plan of the Company. The
types of Awards that may be granted under this Plan are:
(a) Stock Options.
The Committee may, subject to the limitations of this
Plan and the availability of shares of Common Stock reserved but not previously
awarded under the Plan, grant Stock Options to Employees and Outside Directors,
subject to terms and conditions as it may determine, to the extent that such
terms and conditions are consistent with the following provisions:
(i) Exercise Price. The Exercise Price shall not be
less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the date of
grant.
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(ii) Terms of Options. In no event may an individual
exercise an Option, in whole or in part, more
than ten (10) years from the date of grant.
(iii) Non-Transferability. Unless otherwise determined
by the Committee, an individual may not
transfer, assign, hypothecate, or dispose of an
Option in any manner, other than by will or the
laws of intestate succession. The Committee may,
however, in its sole discretion, permit the
transfer or assignment of a Non Statutory Stock
Option, if it determines that the transfer or
assignment is for valid estate planning purposes
and is permitted under the Code and Rule 16b-3
of the Exchange Act. For purposes of this
Section 6.1(a), a transfer for valid estate
planning purposes includes, but is not limited
to, transfers:
(1) to a revocable inter vivos trust, as to
which an individual is both settlor and
trustee;
(2) for no consideration to: (a) any member
of the individual's Immediate Family;
(b) a trust solely for the benefit of
members of the individual's Immediate
Family; (c) any partnership whose only
partners are members of the individual's
Immediate Family; or (d) any limited
liability corporation or other corporate
entity whose only members or equity
owners are members of the individual's
Immediate Family.
For purposes of this Section, "Immediate
Family" includes, but is not necessarily
limited to, a Participant's parents,
grandparents, spouse, children,
grandchildren, siblings (including half
brothers and sisters), and individuals
who are family members by adoption.
Nothing contained in this Section shall
be construed to require the Committee to
give its approval to any transfer or
assignment of any Non-Statutory Stock
Option or portion thereof, and approval
to transfer or assign any Non-Statutory
Stock Option or portion thereof does not
mean that such approval will be given
with respect to any other Non-Statutory
Stock Option or portion thereof. The
transferee or assignee of any
Non-Statutory Stock Option shall be
subject to all of the terms and
conditions applicable to such
Non-Statutory Stock Option immediately
prior to the transfer or assignment and
shall be subject to any other conditions
prescribed by the Committee with respect
to such Non-Statutory Stock Option.
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(iv) Special Rules for Incentive Stock Options.
Notwithstanding the foregoing provisions, the
following rules shall further apply to grants of
Incentive Stock Options:
(1) If an Employee owns or is treated as
owning, for purposes of Section 422 of
the Code, Common Stock representing more
than ten percent (10%) of the total
combined voting securities of the
Company at the time the Committee grants
the Incentive Stock Option (a "10%
Owner"), the Exercise Price shall not be
less than one hundred ten percent (110%)
of the Fair Market Value of the Common
Stock on the date of grant.
(2) An Incentive Stock Option granted to a
10% Owner shall not be exercisable more
than five (5) years from the date of
grant.
(3) To the extent the aggregate Fair Market
Value of shares of Common Stock with
respect to which Incentive Stock Options
are exercisable for the first time by an
Employee during any calendar year under
the Plan or any other stock option plan
of the Company, exceeds $100,000, or
such higher value as may be permitted
under Section 422 of the Code, Incentive
Stock Options in excess of the $100,000
limit shall be treated as Non-Statutory
Stock Options. Fair Market Value shall
be determined as of the date of grant
for each Incentive Stock Option.
(4) Each Award Agreement for an Incentive
Stock Option shall require the
individual to notify the Committee
within ten (10) days of any disposition
of shares of Common Stock under the
circumstances described in Section
421(b) of the Code (relating to certain
disqualifying dispositions).
(v) Simultaneously with the grant of any Option to a
Participant, the Committee may grant the
Participant the right to receive a Reload Option
with respect to all or some of the shares
covered by such Option. The right to receive a
Reload Option may be granted to a Participant
who satisfies all or part of the exercise price
of the Option with shares of Common Stock (as
described in Section 6.3 below), provided,
however, that the right to receive a Reload
Option upon the exercise of an Option shall
expire upon the termination of employment or
service. The Reload Option represents an
additional Option to acquire the same number of
shares of Common Stock as is used by the
Participant to pay for the original Option or to
replace Common Stock withheld by the Bank for
payment of a Participant's withholding tax under
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Section 9.5. A Reload Option is subject to all
of the same terms and conditions as the original
Option, including the remaining Option exercise
term, except that (i) the exercise price of the
shares of Common Stock subject to the Reload
Option will be determined at the time the
original Option is exercised, (ii) such Reload
Option will conform to all provisions of the
Plan at the time the original Option is
exercised, and (iii) a Reload Option issued on
the exercise of an Incentive Stock Option may be
an Incentive Stock Option or a Non-statutory
Stock Option, subject to the application of the
limitation set forth in Code Section 422(d).
Once a Reload Option is issued on the exercise
of an Option, no further reload will be
permitted on the exercise of such Reload Option.
(vi) The Committee may also grant a Participant a
Stock Appreciation Right. A Stock Appreciation
Right is the right to receive a payment in
Common Stock equal to the excess of the Fair
Market Value of a specified number of shares of
Common Stock on the date the Stock Appreciation
Right is exercised over the Fair Market Value of
the Common Stock on the date of grant of the
Stock Appreciation Right as set forth in the
applicable award agreement. No Stock
Appreciation Right shall be granted unless (i)
the Stock Appreciation Right is settled solely
in Common Stock of the Company and (ii) there is
no opportunity to further defer the income
received on the exercise of the Stock
Appreciation Right.
(vii) The Committee may grant a Limited Right
simultaneously with the grant of any Option to
any Employee of the Company or any Affiliate,
with respect to all or some of the shares
covered by such Option. Limited Rights granted
under the Plan are subject to the following
terms and conditions. In no event shall a
Limited Right be exercisable in whole or in part
before the expiration of six months from the
date of grant of the Limited Right. A Limited
Right may be exercised only in the event of a
Change in Control of the Company. The Limited
Right may be exercised only when the underlying
Option is eligible to be exercised, provided
that the Fair Market Value of the underlying
shares on the day of exercise is greater than
the exercise price of the related Option. Upon
exercise of a Limited Right, the related Option
shall cease to be exercisable. Upon exercise or
termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may
be for no more than 100% of the difference
between the exercise price and the Fair Market
Value of the Common Stock subject to the
underlying Option. The Limited Right is
transferable only when the underlying Option is
transferable and under the same conditions. Upon
exercise of a Limited Right, the holder shall
promptly receive from the Company an amount of
cash equal to the difference between the Fair
Market Value on the date of grant
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of the related Option and the Fair Market Value
of the underlying shares on the date the Limited
Right is exercised, multiplied by the number of
shares with respect to which such Limited Right
is being exercised.
(b) Restricted Stock Awards.
The Committee may make grants of Restricted Stock
Awards, which shall consist of the grant of some number of shares of Common
Stock to an individual upon such terms and conditions as it may determine, to
the extent such terms and conditions are consistent with the following
provisions:
(i) GRANTS OF STOCK. Restricted Stock Awards may
only be granted in whole shares of Common Stock.
(ii) NON-TRANSFERABILITY. Except to the extent
permitted by the Code, the rules promulgated
under Section 16(b) of the Exchange Act or any
successor statutes or rules:
(1) The recipient of a Restricted Stock
Award grant shall not sell, transfer,
assign, pledge, or otherwise encumber
shares subject to the grant until full
vesting of such shares has occurred. For
purposes of this section, the separation
of beneficial ownership and legal title
through the use of any "swap"
transaction is deemed to be a prohibited
encumbrance.
(2) Unless otherwise determined by the
Committee, and except in the event of
the Participant's death or pursuant to a
qualified domestic relations order, a
Restricted Stock Award grant is not
transferable and may be earned only by
the individual to whom it is granted
during his or her lifetime. Upon the
death of a Participant, a Restricted
Stock Award is transferable by will or
the laws of descent and distribution.
The designation of a beneficiary shall
not constitute a transfer.
(3) If the recipient of a Restricted Stock
Award is subject to the provisions of
Section 16 of the Exchange Act, shares
of Common Stock subject to the grant may
not, without the written consent of the
Committee (which consent may be given in
the Award Agreement), be sold or
otherwise disposed of within six (6)
months following the date of grant.
(iii) ISSUANCE OF CERTIFICATES. Unless otherwise held
in trust and registered in the name of the Plan
trustee (if appointed by the Company),
reasonably promptly after the date of grant of
shares of
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Common Stock pursuant to a Restricted Stock
Award, the Company shall cause to be issued a
stock certificate evidencing such shares,
registered in the name of the Participant to
whom the Restricted Stock Award was granted;
provided, however, that the Company may not
cause a stock certificate to be issued unless it
has received a stock power duly endorsed in
blank with respect to such shares. Each stock
certificate shall bear the following legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject
to the restrictions, terms and conditions
(including forfeiture provisions and
restrictions against transfer) contained in the
Lincoln Park Bancorp 2005 Stock-Based Incentive
Plan and the related Award Agreement entered
into between the registered owner of such shares
and Lincoln Park Bancorp or its Affiliates. A
copy of the Plan and Award Agreement is on file
in the office of the Corporate Secretary of
Lincoln Park Bancorp."
(iv) This legend shall not be removed until the
individual becomes vested in such shares
pursuant to the terms of the Plan and Award
Agreement. Each certificate issued pursuant to
this Section 6.1(b) shall be held by the Company
or its Affiliates, unless the Committee
determines otherwise.
(v) TREATMENT OF DIVIDENDS. Participants are
entitled to all dividends and other
distributions declared and paid on all shares of
Common Stock subject to a Restricted Stock
Award, from and after the date such shares are
awarded or from and after such later date as may
be specified by the Committee in the Award
Agreement, and the Participant shall not be
required to return any such dividends or other
distributions to the Company in the event of
forfeiture of the Restricted Stock Award. In the
event the Committee establishes a trust for the
Plan, the Committee may elect to distribute
dividends and other distributions at the time
the Restricted Stock Award vests or pay the
dividends (or other distributions) directly to
the Participants.
(vi) VOTING OF RESTRICTED STOCK AWARDS. Participants
who are granted Restricted Stock Awards may vote
or direct the Plan trustee to vote, as
applicable, all unvested shares of Common Stock
subject to their Restricted Stock Awards.
6.2 PAYMENTS AND DEFERRALS. Payment for Awards may be made in the
form of cash, Common Stock, or combinations thereof as the Committee shall
determine, and with such restrictions as it may impose. The Committee may also
require or permit Participants to elect to defer the issuance of shares or the
settlement of Awards in cash under such rules and procedures as it may establish
under this Plan. The Committee may also provide that deferred settlements
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include the payment or crediting of interest or other earnings on the deferral
amounts, or the payment or crediting of dividend equivalents where the deferred
amounts are denominated in shares.
6.3 CONSIDERATION FOR AWARDS. The Exercise Price for any Award
granted under this Plan or the Common Stock to be delivered pursuant to an
Award, as applicable, may be paid by means of any lawful consideration as
determined by the Committee, including, without limitation, one or a combination
of the following methods:
(a) cash, check payable to the order of the Company, or
electronic funds transfer;
(b) the delivery of previously owned shares of Common Stock;
(c) reduction in the number of shares otherwise deliverable
pursuant to the Award; or
(d) subject to such procedures as the Committee may adopt,
pursuant to a "cashless exercise" with a third party who
provides financing for the purposes of (or who otherwise
facilitates) the purchase or exercise of Awards.
In no event shall any shares newly-issued by the Company be issued for less than
the minimum lawful consideration for such shares or for consideration other than
consideration permitted by applicable state law. In the event that the Committee
allows a Participant to exercise an Award by delivering shares of Common Stock
previously owned by such Participant and unless otherwise expressly provided by
the Committee, any shares delivered which were initially acquired by the
Participant from the Company (upon exercise of a stock option or otherwise) must
have been owned by the Participant at least six months as of the date of
delivery. Shares of Common Stock used to satisfy the Exercise Price of an Option
shall be valued at their Fair Market Value on the date of exercise. The Company
will not be obligated to deliver any shares unless and until it receives full
payment of the Exercise Price and any related withholding obligations under
Section 9.5, or until any other conditions applicable to exercise or purchase
have been satisfied. Unless expressly provided otherwise in the applicable Award
Agreement, the Committee may at any time eliminate or limit a Participant's
ability to pay the purchase or Exercise Price of any Award or shares by any
method other than cash payment to the Company.
7. EFFECT OF TERMINATION OF SERVICE ON AWARDS.
-------------------------------------------
7.1 GENERAL. The Committee shall establish the effect of a
termination of employment or service on the continuation of rights and benefits
available under an Award or this Plan and, in so doing, may make distinctions
based upon, among other things, the cause of termination and type of Award.
7.2 EVENTS NOT DEEMED TERMINATIONS OF EMPLOYMENT OR SERVICE. Unless
Company policy or the Committee provides otherwise, the employment relationship
shall not be considered terminated in the case of (a) sick leave, (b) military
leave, or (c) any other leave of absence authorized by the Company or the
Committee; provided that, unless reemployment upon the expiration of such leave
is guaranteed by contract or law, such leave is for a period of not more
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than 90 days. In the case of any Employee on an approved leave of absence,
continued vesting of the Award while on leave may be suspended until the
Employee returns to service, unless the Committee otherwise provides or
applicable law otherwise requires. In no event shall an Award be exercised after
the expiration of the term set forth in the Award Agreement.
7.3 EFFECT OF CHANGE OF AFFILIATE STATUS. For purposes of this Plan
and any Award, if an entity ceases to be an Affiliate of the Company, a
termination of employment or service shall be deemed to have occurred with
respect to each individual who does not continue as an Employee or Outside
Director with another entity within the Company after giving effect to the
Affiliate's change in status.
8. ADJUSTMENTS; ACCELERATION UPON A CHANGE IN CONTROL.
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8.1 ADJUSTMENTS. Upon, or in contemplation of, any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split ("stock split"); any merger, combination,
consolidation, or other reorganization; any spin-off, split-up, or similar
extraordinary dividend distribution with respect to the Common Stock (whether in
the form of securities or property); any exchange of Common Stock or other
securities of the Company, or any similar, unusual or extraordinary corporate
transaction affecting the Common Stock; or a sale of all or substantially all
the business or assets of the Company in its entirety; then the Committee shall,
in such manner, to such extent (if any) and at such times as it deems
appropriate and equitable under the circumstances:
(a) proportionately adjust any or all of: (1) the number and
type of shares of Common Stock (or other securities) that thereafter may be made
the subject of Awards (including the specific Share Limits, maximums and numbers
of shares set forth elsewhere in this Plan); (2) the number, amount and type of
shares of Common Stock (or other securities or property) subject to any or all
outstanding Awards; (3) the grant, purchase, or Exercise Price of any or all
outstanding Awards; (4) the securities, cash or other property deliverable upon
exercise or payment of any outstanding Awards; or (5) the performance standards
applicable to any outstanding Awards; or
(b) make provision for a cash payment or for the assumption,
substitution or exchange of any or all outstanding Awards, based upon the
distribution or consideration payable to holders of the Common Stock.
8.2 The Committee may adopt such valuation methodologies for
outstanding Awards as it deems reasonable in the event of a cash or property
settlement and, in the case of Options, may base such settlement solely upon the
excess if any of the per share amount payable upon or in respect of such event
over the Exercise Price or base price of the Award. With respect to any Award of
an Incentive Stock Option, the Committee may not make an adjustment that causes
the Option to cease to qualify as an Incentive Stock Option without the consent
of the affected Participant.
8.3 Upon any of the events set forth in Section 8.1, the Committee
may take such action prior to such event to the extent that the Committee deems
the action necessary to permit the Participant to realize the benefits intended
to be conveyed with respect to the Awards in the
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same manner as is or will be available to stockholders of the Company generally.
In the case of any stock split or reverse stock split, if no action is taken by
the Committee, the proportionate adjustments contemplated by Section 8.1(a)
above shall nevertheless be made.
8.4 AUTOMATIC ACCELERATION OF AWARDS. Upon a Change in Control of
the Company, each Option then outstanding shall become fully vested and all
Restricted Stock Awards then outstanding shall fully vest free of restrictions.
9. MISCELLANEOUS PROVISIONS.
-------------------------
9.1 COMPLIANCE WITH LAWS. This Plan, the granting and vesting of
Awards under this Plan, the offer, issuance and delivery of shares of Common
Stock, the acceptance of promissory notes and/or the payment of money under this
Plan or under Awards are subject to compliance with all applicable federal and
state laws, rules and regulations (including, but not limited to, state and
federal securities laws) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of securities law counsel for the
Company, be necessary or advisable in connection therewith. The person acquiring
any securities under this Plan will, if requested by the Company, provide such
assurances and representations to the Company as may be deemed necessary or
desirable to assure compliance with all applicable legal and accounting
requirements.
9.2 CLAIMS. No person shall have any claim or rights to an Award (or
additional Awards, as the case may be) under this Plan, subject to any express
contractual rights to the contrary (set forth in a document other than this
Plan).
9.3 NO EMPLOYMENT/SERVICE CONTRACT. Nothing contained in this Plan
(or in any other documents under this Plan or in any Award Agreement) shall
confer upon any Participant any right to continue in the employ or other service
of the Company, constitute any contract or agreement of employment or other
service or affect an Employee's status as an employee-at-will, nor interfere in
any way with the right of the Company to change a Participant's compensation or
other benefits, or terminate his or her employment or other service, with or
without cause. Nothing in this Section 9.3, however, is intended to adversely
affect any express independent right of such Participant under a separate
employment or service contract other than an Award Agreement.
9.4 PLAN NOT FUNDED. Awards payable under this Plan shall be payable
in shares of Common Stock or from the general assets of the Company. No
Participant, beneficiary or other person shall have any right, title or interest
in any fund or in any specific asset (including shares of Common Stock, except
as expressly provided otherwise) of the Company by reason of any Award
hereunder. Neither the provisions of this Plan (or of any related documents),
nor the creation or adoption of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Company and any Participant,
beneficiary or other person. To the extent that a Participant, beneficiary or
other person acquires a right to receive payment pursuant to any Award
hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Company.
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9.5 TAX WITHHOLDING. Upon any exercise, vesting, or payment of any
Award, or upon the disposition of shares of Common Stock acquired pursuant to
the exercise of an Incentive Stock Option prior to satisfaction of the holding
period requirements of Section 422 of the Code, the Company shall have the
right, at its option, to:
(a) require the Participant (or the Participant's personal
representative or beneficiary, as the case may be) to pay or provide for payment
of at least the minimum amount of any taxes which the Company may be required to
withhold with respect to such Award or payment; or
(b) deduct from any amount otherwise payable in cash to the
Participant (or the Participant's personal representative or beneficiary, as the
case may be) the minimum amount of any taxes which the Company may be required
to withhold with respect to such cash payment.
In any case where a tax is required to be withheld in connection with the
delivery of shares of Common Stock under this Plan, the Committee may, in its
sole discretion (subject to Section 9.1) grant (either at the time of the Award
or thereafter) to the Participant the right to elect, pursuant to such rules and
subject to such conditions as the Committee may establish, to have the Company
reduce the number of shares to be delivered by (or otherwise reacquire) the
appropriate number of shares, valued in a consistent manner at their Fair Market
Value or at the sales price, in accordance with authorized procedures for
cashless exercises, necessary to satisfy the minimum applicable withholding
obligation on exercise, vesting or payment. In no event shall the shares
withheld exceed the minimum whole number of shares required for tax withholding
under applicable law. The Company may, with the Committee's approval, accept one
or more promissory notes from any Participant in connection with taxes required
to be withheld upon the exercise, vesting or payment of any Award under this
Plan; provided, however, that any such note shall be subject to terms and
conditions established by the Committee and the requirements of applicable law.
9.6 EFFECTIVE DATE, TERMINATION AND SUSPENSION, AMENDMENTS.
(a) Effective Date/Termination. This Plan is effective upon
receipt of shareholder approval. Unless earlier terminated by the Board, this
Plan shall terminate at the close of business on the day before the tenth
anniversary of the effective date. After the termination of this Plan either
upon such stated expiration date or its earlier termination by the Board, no
additional Awards may be granted under this Plan, but previously granted Awards
(and the authority of the Committee with respect thereto, including the
authority to amend such Awards) shall remain outstanding in accordance with
their applicable terms and conditions and the terms and conditions of this Plan.
(b) Board Authorization. Subject to applicable laws and
regulations, the Board of Directors may, at any time, terminate or, from time to
time, amend, modify or suspend this Plan, in whole or in part; provided,
however, that no amendment may have the effect of repricing Options. No Awards
may be granted during any period that the Board of Directors suspends this Plan.
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(c) Stockholder Approval. To the extent then required by
applicable law or any applicable listing agency or required under Sections 162,
422 or 424 of the Code to preserve the intended tax consequences of this Plan,
or deemed necessary or advisable by the Board, any amendment to this Plan shall
be subject to stockholder approval.
(d) Limitations on Amendments to Plan and Awards. No
amendment, suspension or termination of this Plan or change affecting any
outstanding Award shall, without the written consent of the Participant, affect
in any manner materially adverse to the Participant any rights or benefits of
the Participant or obligations of the Company under any Award granted under this
Plan prior to the effective date of such change. Changes, settlements and other
actions contemplated by Section 8 shall not be deemed to constitute changes or
amendments for purposes of this Section 9.6.
9.7 GOVERNING LAW; COMPLIANCE WITH REGULATIONS; CONSTRUCTION;
SEVERABILITY.
(a) This Plan, the Awards, all documents evidencing Awards
and all other related documents shall be governed by, and construed in
accordance with, the laws of the State of New Jersey, except to the extent that
federal law shall apply.
(b) This Plan is subject to the requirements of 12 C.F.R.
Section 575.8. Notwithstanding any other provision in this Plan, no shares of
Common Stock shall be issued with respect to any Award to the extent that such
issuance would cause Lincoln Park Bancorp, MHC to fail to qualify as a mutual
holding company under applicable federal regulations.
(c) Severability. If a court of competent jurisdiction holds
any provision invalid and unenforceable, the remaining provisions of this Plan
shall continue in effect.
(d) Plan Construction; Rule 16b-3. It is the intent of the
Company that the Awards and transactions permitted by Awards be interpreted in a
manner that, in the case of Participants who are or may be subject to Section 16
of the Exchange Act, qualify, to the maximum extent compatible with the express
terms of the Award, for exemption from matching liability under Rule 16b-3
promulgated under the Exchange Act. Notwithstanding the foregoing, the Company
shall have no liability to any Participant for Section 16 consequences of Awards
or events affecting Awards if an Award or event does not so qualify.
9.8 Captions. Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of this Plan or any provision thereof.
9.9 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be
deemed to limit the authority of the Board of Directors or the Committee to
grant Awards or authorize any other compensation, with or without reference to
the Common Stock, under any other plan or authority.
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REVOCABLE PROXY
LINCOLN PARK BANCORP
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 22, 2005
The undersigned hereby appoints John F. Feeney and Edith M. Perrotti,
with full powers of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of common stock of Lincoln Park Bancorp (the
"Company") that the undersigned is entitled to vote at the 2005 Special Meeting
of Stockholders ("Meeting") to be held at the Lincoln Park PAL Community Center,
located at 10 Boonton Turnpike, Lincoln Park, New Jersey 07035, at 10:00 a.m.,
local time, on December 22, 2005. The proxy holders are authorized to cast all
votes to which the undersigned is entitled as follows:
FOR AGAINST ABSTAIN
1. The approval of the Lincoln Park Bancorp [ ] [ ] [ ]
2005 Stock-Based Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE-LISTED PROPOSAL.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE NAMED
PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
SPECIAL MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Special
Meeting of Stockholders, or by the filing of a later dated proxy prior to a vote
being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a notice of the Special Meeting and a proxy statement
dated November 22, 2005.
Dated: _________________, 2005 [ ] Check Box if You Plan to Attend Meeting
______________________________ ___________________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
______________________________ ___________________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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