SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 21, 2009

 

 

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey   1-11277   22-2477875

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

1455 Valley Road, Wayne, New Jersey   07470
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (973) 305-8800

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number

    
10.1    Valley National Bancorp Incentive Stock Option Agreement
10.2    Valley National Bancorp Non-Qualified Stock Option Agreement
10.3    Valley National Bancorp Restricted Stock Award Agreement
10.4    Valley National Bancorp Escrow Agreement for Restricted Stock Award


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 27, 2009     VALLEY NATIONAL BANCORP
      By:   /s/ Alan D. Eskow
       

Alan D. Eskow

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

 

 

Exhibit 10.1

 

Name of Employee:

   No. of Shares:     
     Exercise Price:     

VALLEY NATIONAL BANCORP

INCENTIVE STOCK OPTION AGREEMENT

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this              day of                              , 200      (the “Option Date”) hereby grants to                              (Employee”), an employee of the Company or a subsidiary thereof, pursuant to the Company’s 2009 Long-Term Stock Incentive Plan, as amended (the “Plan”), an option to purchase shares of the Common Stock, no par value, of the Company (“Common Stock”) in the amount and on the terms and conditions hereinafter set forth.

 

1. Incorporation by Reference of Plan . The provisions of the Plan, a copy of which is being furnished herewith to the Employee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this agreement and the Plan, the terms of the Plan shall govern.

 

2. Grant of Option . The Company hereby grants to the Employee the option (the “Option”) to purchase all or any part of an aggregate of              shares of Common Stock (“Shares”) on the terms and conditions herein set forth. To the extent possible, the Option is intended to be an incentive option within the meaning of Section 422 of the Code.

 

3. Purchase Price . The purchase price of the shares of Common Stock subject to the Option shall be              per share subject to adjustment as provided in Section 10 below.

 

4. Terms of Option . (a)  Vesting . This Option shall not be exercisable until the dates shown below:

Notwithstanding the foregoing vesting schedule, upon the death or Retirement (as such term is defined in the Plan) of the Employee, all options shall become immediately exercisable.

 

5. Final Termination . Notwithstanding anything to the contrary set forth in Section 6(b) of the Plan, the Option shall no longer be exercisable ten (10) years from the date hereof or such shorter as is prescribed in the Plan or in this Agreement.


6. Restrictions . This Option is subject to all the terms and conditions set forth in the Plan including, but not limited to, the following:

 

  a. This Option is not transferable, as provided in Section 6(c) of the Plan;

 

  b. This Option may be exercised for a period of up to two years, and in no event for a period of less than one year, after the Employee dies, as provided in Section 6(g)(1) of the Plan;

 

  c. This Option lapses upon the termination of employment if the termination is by the Company or by a subsidiary for Cause or is by the Employee (other than due to the Employee’s Retirement), as provided in Section 6(g)(2) of the Plan;

 

  d. This Option lapses at the conclusion of the remaining term of the Option and no event including the death of the Employee shall extend the exercise period beyond such date (as defined in the Plan);

 

  e. This Option lapses 90 days after the termination of Employee’s employment if the termination is for any reason other than Cause, Retirement, death or termination by the Employee (other than for Retirement), as provided in Section 6(g)(4) of the Plan; and

 

  f. This Option may be exercised by the designated beneficiaries of the Employee, as provided in Section 17(c) of the Plan.

 

7. Accelerated Stock Options . With respect to an Employee who was at any time a named executive officer (as determined under Item 402 of Regulation S-K of the Exchange Act), this Option is subject to all the terms and conditions set forth in the Plan regarding Accelerated Stock Options including, but not limited to, the following:

 

  a. The retention requirements as provided in Section 6(g) of the Plan; and

 

  b. The inclusion on any certificate issued by the Company for Shares obtained upon the exercise of the Option of a legend restricting transfer of Shares subject to the retention requirements as provided in Section 6(g) of the Plan.

 

8. Exercise . This Option shall be exercised by notice to the Company, accompanied by full payment, as set forth in Section 6(e) of the Plan. A sample form to be used in exercising this Option is attached.

 

9.

Holding Period of Shares Necessary for Favorable Tax Treatment . To obtain favorable tax treatment for stock acquired pursuant to this Option, the Employee may not dispose of Shares acquired pursuant to this option (i) within 2 years of the date this option is granted or (ii) within 1 year after such shares are transferred to the Employee. The foregoing statement of tax

 

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consequences is intended only as a generalized statement of current Federal tax law (as in existence on the date of this Agreement) and the Employee, at its expense, should consult his or her tax consultant to determine the specific tax consequences of his or her exercise of this Option. An employee who disposes of his Shares prior to the expiration of such holding period shall notify the Company, within 10 days after the disposition occurs, of the date of the sale and the amount of gain on the sale (to permit the Company to deduct the gain for tax purposes) and shall deliver to the Company any Federal income tax withholding and any other withholding required by law in connection therewith.

 

10. Securities Law Restrictions . The Company is under no obligation to file a registration statement under the Securities Act of 1933 with respect to the Shares to be received upon exercise of the Option. As provided by Section 16(e) of the Plan, unless a registration statement under the Act has been filed and remains effective with respect to the Shares, the Company shall require that the offer and sale of such Shares be exempt from the registration provisions of the Act. As a condition of such exemption, the Company shall require a representation and undertaking, in form and substance satisfactory to counsel for the Company, that the optionee is acquiring the Shares for his own account for investment and not with a view to the distribution or resale thereof and shall otherwise require such representations and impose such conditions as shall establish to the Company’s satisfaction that the offer and sale of the Shares issuable upon the exercise of the Option will not constitute a violation of the Act or any similar state act affecting the offer and sale. If the shares are issued in an exempt transaction, the Shares shall bear the following restrictive legend:

“These shares have not been registered under the Securities Act of 1933. No transfer of the shares may be effected without an opinion of counsel to the Company stating that the transfer is exempt from registration under the Act and any applicable state securities laws or that the transfer of the shares is covered by an effective registration statement with respect to the shares.”

 

11. Restrictions on Transfer . This Option shall not be transferred, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. In the event the terms of this paragraph are not complied with by the Employee, or if the Option is subject to execution, attachment or similar process, this Option shall immediately become null and void.

 

12.

Anti-Dilution Provisions . If prior to expiration of the Option there shall occur any change in the outstanding Common Stock of the Company by reason of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, recapitalization, reorganization, liquidation, subscription rights offering, or the like, and as often as the same shall occur, then the kind and number of shares subject to the Option, or the purchase price per share of Common Stock, or both, shall be adjusted by the Compensation Committee in such manner as it may deem equitable, the determination of which shall be binding and conclusive. Failure of the Compensation Committee or Board to provide for any such adjustment shall be conclusive

 

3


 

evidence that no adjustment is required. The Company shall have the right to engage a firm of independent certified public accountants, which may be the Company’s regular auditors, to make any computation provided for in this Section, and a certificate of that firm showing the required adjustment shall be conclusive and binding.

 

13. Acceptance of Provisions . The execution of this Agreement by the Employee shall constitute the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

 

14. Notices . Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt, or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary or Treasurer, at its then principal office and to the Employee at his last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.

 

15. Miscellaneous . This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to their subject matter, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for convenience of reference and shall not affect its meaning or interpretation.

 

VALLEY NATIONAL BANCORP     EMPLOYEE
By:         By    
        Signature of Employee

 

4


FORM FOR EXERCISING INCENTIVE STOCK OPTION

Date:                              ,             

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07474

Attn.:                         

I am (check one)

 

         an employee of Valley National Bancorp and/or its subsidiaries (the “Company”)

 

         a former employee of the Company

 

         the designated beneficiary of an employee of the Company

and, as such, I am entitled to exercise the option (the “Option”) granted pursuant to the attached Valley National Bancorp Incentive Stock Option Agreement (the “Agreement”).

I wish to exercise the Option to acquire              shares of the Company’s Common Stock (“Shares”) at the exercise price of                      , as set forth in the Agreement. My total payment representing the exercise price and the withholding tax which I must pay to you in connection with the exercise of the option is enclosed.

(Check one to indicate whether you are paying in:)

 

         Cash

 

         Check made payable to Valley National Bancorp

 

         Other shares of the Company’s Common Stock (only with permission of the Company)

             By having shares of the Company’s Common Stock that would otherwise have been delivered upon exercise of an Option withheld by the Company (only with permission of the Company)

 

         Other (only with permission of the Company)


If the Shares I acquire hereby have not been registered for sale under the Securities Act of 1933, as amended (which the Company is under no obligation to do), I represent to you that I am acquiring the Shares for investment purposes only and not with a view to distribution and I authorize you to place an appropriate restrictive legend on the certificates representing the Shares.

I understand and recognize that to obtain favorable tax treatment for the Shares, I must not dispose of the Shares (i) within two years of the date the Option was granted or (ii) within one year after the date I acquire the Shares hereunder. If I dispose of Shares prior to the expiration of any such holding period, I will notify the Company, within 10 days after the disposition occurs, of the date of sale and the amount of gain on the sale (to permit the Company to deduct the gain for tax purposes) and I will deliver to the Company any Federal income tax withholding required by law in connection therewith.

Please make a notation on the Agreement to evidence my exercise of the Option as set forth and return the Agreement (if any Options remain thereunder), along with a certificate representing the shares, to me at the address below.

 

   
SIGNATURE
   
[PRINT NAME]
   
   
(PRINT ADDRESS)

 

2

EXHIBIT 10.2

 

Name of Employee:

   No. of Shares:     
     Exercise Price:     

VALLEY NATIONAL BANCORP

NONQUALIFIED STOCK OPTION AGREEMENT

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this              day of                          , 200      , (the “Option Date”) hereby grants to              (the “Employee”), an employee of the Company or a subsidiary thereof, pursuant to the Company’s 2009 Long-Term Stock Incentive Plan (the “Plan”), an option to purchase shares of the Common Stock, no par value, of the Company (“Common Stock”) in the amount and on the terms and conditions hereinafter set forth.

1. Incorporation by Reference of Plan . The provisions of the Plan, a copy of which is being furnished herewith to the Employee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this agreement and the Plan, the terms of the Plan shall govern.

2. Grant of Option . The Company hereby grants to the Employee the option (the “Option”) to purchase all or any part of an aggregate of              shares of Common Stock (“Shares”) on the terms and conditions herein set forth.

3. Purchase Price . The purchase price of the shares of Common Stock subject to the Option shall be $              per share subject to adjustment as provided in Section 10 below.

4. Terms of Option . (a)  Vesting . This Option shall not be exercisable until the dates shown below:

Notwithstanding the foregoing vesting schedule, upon the death or Retirement (as such term is defined in the Plan) of the Employee, all options shall become immediately exercisable.

(b) Final Termination . Notwithstanding anything to the contrary set forth herein, the Option shall no longer be exercisable 10 years and one day from the date hereof or such shorter as is prescribed in the Plan or in this Agreement.

5. Restrictions . This Option is subject to all the terms and conditions set forth in the Plan including, but not limited to, the following:

(a) This Option is not transferable, as provided in Section 6(c) of the Plan;


(b) This Option may be exercised for a period of up to two years, and in no event for a period of less than one year, after the Employee dies, as provided in Section 6(g)(1) of the Plan;

(c) This Option lapses upon the termination of employment if the termination is by the Company or by a subsidiary for Cause or is by the Employee (other than due to the Employee’s Retirement), as provided in Section 6(g)(2) of the Plan;

(d) This Option lapses at the conclusion of the remaining term of the Option and no event including the death of the Employee shall extend the exercise period beyond such date (as defined in the Plan);

(e) This Option lapses 90 days after the termination of Employee’s employment if the termination is for any reason other than Cause, Retirement, death or termination by the Employee (other than for Retirement), as provided in Section 6(g)(4) of the Plan; and

(f) This Option may be exercised by the designated beneficiaries of the Employee, as provided in Section 17(c) of the Plan.

6. Exercise . This Option shall be exercised by notice to the Company, accompanied by full payment, as set forth in Section 6(e) of the Plan. A sample form to be used in exercising this Option is attached.

7. Accelerated Stock Options . With respect to an Employee who was at any time a named executive officer (as determined under Item 402 of Regulation S-K of the Exchange Act), this Option is subject to all the terms and conditions set forth in the Plan regarding Accelerated Stock Options including, but not limited to, the following:

 

  a. The retention requirements as provided in Section 6(g) of the Plan; and

 

  b. The inclusion on any certificate issued by the Company for Shares obtained upon the exercise of the Option of a legend restricting transfer of Shares subject to the retention requirements as provided in Section 6(g) of the Plan.

8. Tax Treatment Upon Exercise . The Option is a “Nonqualified” Option and is not intended to be an incentive option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. The income tax implications of your receipt of a nonqualified stock option and your exercise of such an option should be discussed with your tax counsel.

9. Securities Law Restrictions . The Company is under no obligation to file a registration statement under the Securities Act of 1933 with respect to the Shares to be received upon exercise of the Option. As provided by Section 16(f) of the Plan, unless a registration statement under the Act has been filed and remains effective with respect to the Shares, the Company shall require that the offer and sale of such Shares be exempt from the registration provisions of the Act. As a condition of such exemption, the Company shall require a representation and undertaking, in form and substance satisfactory to counsel for the Company, that the optionee is acquiring the Shares for his own account for investment and not with a view to the distribution or resale thereof and shall

 

2


otherwise require such representations and impose such conditions as shall establish to the Company’s satisfaction that the offer and sale of the Shares issuable upon the exercise of the Option will not constitute a violation of the Act or any similar state act affecting the offer and sale. If the Shares are issued in an exempt transaction, the Shares shall bear the following restrictive legend:

“These shares have not been registered under the Securities Act of 1933. No transfer of the shares may be affected without an opinion of counsel to the Company stating that the transfer is exempt from registration under the Act and any applicable state securities laws or that the transfer of the shares is covered by an effective registration statement with respect to the shares.”

10. Restrictions on Transfer . This Option shall not be transferred, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. In the event the terms of this paragraph are not complied with by the Employee, or if the Option is subject to execution, attachment or similar process, this Option shall immediately become null and void.

11. Anti-Dilution Provisions . If prior to expiration of the Option there shall occur any change in the outstanding Common Stock of the Company by reason of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, recapitalization, reorganization, liquidation, subscription rights offering, or the like, and as often as the same shall occur, then the kind and number of shares subject to the Option, or the purchase price per share of Common Stock, or both, shall be adjusted by the Compensation Committee in such manner as it may deem equitable, the determination of which shall be binding and conclusive. Failure of the Compensation Committee or Board to provide for any such adjustment shall be conclusive evidence that no adjustment is required. The Company shall have the right to engage a firm of independent certified public accountants, which may be the Company’s regular auditors, to make any computation provided for in this Section, and a certificate of that firm showing the required adjustment shall be conclusive and binding.

12. Acceptance of Provisions . The execution of this Agreement by the Employee shall constitute the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

13. Notices . Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt, or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary or Treasurer, at its then principal office and to the Employee at his last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.

 

3


14. Miscellaneous . This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to their subject matter, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for convenience of reference and shall not affect its meaning or interpretation.

 

VALLEY NATIONAL BANCORP
By:    
 
(Employee)

 

4


FORM FOR EXERCISING NONQUALIFIED STOCK OPTION

                             , 200     

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07474

Attn.:                                 

I am (check one)

         an employee of Valley National Bancorp and/or its subsidiaries (the “Company”)

         a former employee of the Company

         the designated beneficiary of an employee of the Company

and, as such, I am entitled to exercise the option (the “Option”) granted pursuant to the attached Valley National Bancorp Nonqualified Stock Option Agreement (the “Agreement”).

I wish to exercise the Option to acquire              shares of the Company’s Common Stock (“Shares”) at the exercise price of $              , as set forth in the Agreement. My total payment representing the exercise price and the withholding tax which I must pay to you in connection with the exercise of the option is enclosed.

(Check one to indicate whether you are paying in:)

 

         Cash

 

         Check made payable to Valley National Bancorp

 

         Other shares of the Company’s Common Stock (only with permission of the Company)

             By having shares of the Company’s Common Stock that would otherwise have been delivered upon exercise of an Option withheld by the Company (only with permission of the Company)

 

         Other (only with permission of the Company)

If the Shares I acquire hereby have not been registered for sale under the Securities Act of 1933, as amended (which the Company is under no obligation to do), I represent to you that I am acquiring the Shares for investment purposes only and not with a view to distribution and I authorize you to place an appropriate restrictive legend on the certificates representing the Shares.


Please make a notation on the Agreement to evidence my exercise of the Option as set forth and return the Agreement (if any Options remain thereunder), along with a certificate representing the shares, to me at the address below.

 

   
SIGNATURE
   
(PRINT NAME)
   
   
(PRINT ADDRESS)

 

2

EXHIBIT 10.3

 

Name of Employee:                                No. of Shares:                             

VALLEY NATIONAL BANCORP

RESTRICTED STOCK AWARD AGREEMENT

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this                      (the “Award Date”) hereby grants to                      (the “Employee”), an employee of the Company, pursuant to the Company’s 2009 Long-Term Stock Incentive Plan (the “Plan”), shares of the Common Stock, no par value, of the Company subject to the restrictions set forth herein (“Restricted Stock”) in the amount and on the terms and conditions hereinafter set forth.

1. Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being furnished herewith to the Employee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

2. Award of Restricted Stock; Escrow . The Company hereby awards the Employee                      shares of Restricted Stock. The shares of Restricted Stock awarded hereunder (the “Shares”) shall be placed in escrow with the Escrow Agent selected by the Committee until all the restrictions (the “Restrictions”) specifically set forth in this Agreement and in Section 8 of the Plan with respect to the Shares shall expire or be canceled, at which time the Shares shall be released from escrow and the Company shall issue to the Employee a stock certificate with respect to such Shares, free of all Restrictions. Restricted Stock shall have all dividends (including cash and stock dividends) and voting rights as set forth in Section 8 of the Plan. However, dividends (including cash and stock dividends) paid on the Restricted Stock shall be deferred and held by the Escrow Agent until the Restrictions with respect to the Shares upon which such dividends were paid expire or are canceled, at which time the Company shall deliver to the Employee all such dividends, with interest, if any. If the Employee forfeits any Shares awarded hereunder, such Shares and any dividends (including cash and stock dividends) with respect thereto, with interest, if any, shall automatically revert to the Company (without any payment by the Company to the Employee) and shall no longer be held in escrow for the Employee.

3. Restrictions (a) Vesting . The Shares and all related dividends shall not be delivered to the Employee and may not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee until such shares have vested in the Employee in accordance with the following schedule:


(b) Forfeiture . Shares not yet vested (and any related dividends (including cash and stock dividends) and interest) shall be forfeited to the Company automatically and immediately upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement (as such term is defined in the Plan). Upon termination of employment by reason of death or Retirement (as such term is defined in the Plan), all restrictions upon shares of Restricted Stock shall thereupon immediately lapse.

4. Accelerated Restricted Stock . With respect to an Employee who was at any time a named executive officer (as determined under Item 402 of Regulation S-K of the Exchange Act), the Share are subject to all the terms and conditions set forth in the Plan regarding Accelerated Restricted Stock including, but not limited to, the following:

 

  a. The retention requirements as provided in Section 8(c) of the Plan;

 

  b. The inclusion on the certificate issued by the Escrow Agent pursuant to Section 8(e) of a legend restricting transfer of Shares subject to the retention requirements as provided in Section 8(c) of the Plan; and

 

  c. The continued holding of the certificates representing the Accelerated Restricted Stock until the expiration of the retention requirements as provided in Section 8(c) of the Plan.

5. Registration . If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing certificates representing the Shares, the Employee shall represent in writing to the Company that he is acquiring the Shares for investment purposes only and not with a view to distribution, and the certificates representing the Shares shall bear the following legend:

“These share have not been registered under the Securities Act of 1933. No transfer of the shares may be affected without an opinion of counsel to the Company stating that the transfer is exempt from registration under the Act and any applicable state securities laws or that the transfer of the shares is covered by an effective registration statement with respect to the shares.”

6. Incorporation of Plan . The Employee hereby acknowledges receipt of a copy of the Plan and represents and warrants that he or she has read and is familiar with the terms and conditions of the Plan. The execution of this Agreement by the Employee shall constitute the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

7. Notices . Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt, or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the


cases referred to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary or Treasurer, at its then principal office and to the Employee at his last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.

8. Tax Withholding . If requested by the Employee, the Committee, in its discretion, has the right to cancel Shares of Restricted Stock to be delivered to the Employee having a Fair Market Value, on the day preceding the date of vesting of the Restricted Stock, equal to the aggregate required tax withholding in connection with such vesting, and to apply the value of such Shares of Restricted Stock as payment for the Employee’s aggregate required tax withholding for the vesting of any Shares of Restricted Stock. A sample form to be used in making this request is attached.

9. Miscellaneous . This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to the subject matter hereof, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

VALLEY NATIONAL BANCORP     EMPLOYEE:
By:        

 

      [Signature of Employee]


VALLEY NATIONAL BANCORP

Tax Withholding Election Form

The undersigned has received, pursuant to the Company’s 2009 Long-Term Stock Incentive Plan (the “Plan”), shares of the Common Stock, no par value, of the Company (“Restricted Stock”) subject to the restrictions set forth in a Restricted Stock Award Agreement (the “Agreement”) dated              . Capitalized terms used herein without definition shall have the meanings ascribed to them in the Plan.

With respect to the satisfaction of any and all withholding tax obligations relating to the vesting of the Restricted Stock and pursuant to Section 7 (Tax Withholding) of the Agreement, the undersigned hereby voluntarily elects (please choose one and initial on the space provided):

 

   (i)   to have the Company withhold a number of shares of Common Stock otherwise issuable or deliverable sufficient to cover the undersigned’s withholding tax obligations in connection with the vesting of the Restricted Stock subject to the Agreement.

   (ii)   to withdraw the voluntary election dated                  in connection with the vesting of the Restricted Stock subject to the Agreement. This tax withholding election shall be deemed revoked by the undersigned when the Company receives a superseding Tax Withholding Election Form where this item (ii) is checked.

The undersigned understands that the Company may defer issuance and delivery of Common Stock until all tax withholding requirements are satisfied.

The vesting of the Restricted Stock subject to the Agreement may at times occur during a blackout period. In such an event, you would be unable to elect to have shares of Common Stock withheld to cover withholding tax obligations. Thus, consistent with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, where item (i) above is checked, this Tax Withholding Election Form serves as your authorization to have the Company withhold a number of shares of Common Stock otherwise issuable or deliverable sufficient to cover the undersigned’s withholding tax obligations in connection with the vesting of the Restricted Stock subject to the Agreement.

By executing this Tax Withholding Election Form, the undersigned represents and warrants that as of the date hereof he/she is not aware of any material nonpublic information with respect to the Company or any of its securities.

 

   
     
Date   Employee
   
         
    Name

EXHIBIT 10.4

 

Name:

   Number of Shares:   
   Initially in Escrow:   

ESCROW AGREEMENT

FOR RESTRICTED STOCK AWARD

This ESCROW AGREEMENT, dated, is by and among (the “Grantee”), VALLEY NATIONAL BANCORP (the “Company”) and VALLEY NATIONAL BANK, with offices at 1455 Valley Road, Wayne, New Jersey, (the “Escrow Agent”).

Background

The Company and the Grantee have entered into a Restricted Stock Award Agreement (“Award Agreement”) dated the same date as this Agreement, pursuant to which the Company has granted the Grantee shares of the Common Stock, no par value, of the Company (the “Shares”) subject to the restrictions set forth in Section 8 of the Company’s 2009 Long-Term Stock Incentive Plan (the “Plan”). The Award Agreement requires the execution and delivery of this Escrow Agreement.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. Appointment of Escrow Agent; Delivery of Shares . The Grantee and the Company hereby appoint and designate the Escrow Agent to serve as escrow agent pursuant to the terms of this Escrow Agreement and the Escrow Agent hereby accepts such appointment and designation. The Escrow Agent hereby acknowledges receipt from the Company of certificates representing the Shares together with stock powers from the Grantee endorsed in favor of the Company. Each of the parties hereto acknowledges and agrees that the Escrow Agent is holding the certificates representing the Shares as escrow agent under the Award Agreement.

2. Holding of Shares.

The Escrow Agent shall hold the Shares in accordance with the following provisions:

(a) Upon receipt of a written notice signed by the Company that the restrictions relating to some or all of the Shares have lapsed, the Escrow Agent shall deliver the Shares on which such restrictions have lapsed to the Grantee, along with the deferred dividends paid on such Shares and interest (if any) earned on the deposit of the dividends with the Escrow Agent under paragraph 5 hereof.


(b) Upon receipt of a written notice signed by the Company that any of the events which give the Company the right to reacquire the Shares, as specified in Section 8(b) of the Plan, have occurred, the Escrow Agent shall deliver to the Company the Shares (and the executed stock power) along with all remaining deferred dividends and interest earned on the deposit of the dividends with the Escrow Agent under paragraph 5 hereof.

3. Term .

This Escrow Agreement shall be terminated upon the disposition by the Escrow Agent of all of the Shares or prior thereto upon the mutual agreement of the parties hereto.

4. Duties of Escrow Agent .

Should any dispute arise with respect to the delivery or ownership or right of possession of the Shares or the due and proper performance by any party of its obligations hereunder, the Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of the Shares, deferred dividends and interest, if any, until such dispute shall have been settled either by mutual agreement by the parties concerned, or by a final order, decree or judgment of a court of competent jurisdiction and from which judgment or order no appeal has been taken and as to which the time to appeal has expired.

5. Dividends .

Payment to the Grantee of any dividends paid on the shares has been deferred until the occurrence of one of the events specified in Section 8(d) of the Plan. Such deferred dividends shall be delivered by the Company to the Escrow Agent, and the Grantee hereby grants the Escrow Agent a power of attorney to endorse and deposit any dividend checks received by the Escrow Agent. The Escrow Agent shall deposit such funds in an account maintained by the Escrow Agent, selected by the Company in its sole discretion. Dividends derived from Shares and interest, if any, earned on the deposit of the dividends shall be distributed to the Grantee or the Company when such Shares are distributed by the Escrow Agent under paragraph 2 hereof.

6. Miscellaneous.

(a) Should the Escrow Agent determine it advisable in connection with the performance of its duties hereunder, the Escrow Agent may consult with counsel selected and employed by it and the Escrow Agent shall incur no liability for any action taken or suffered in good faith in accordance with the opinion of such counsel.

(b) The Escrow Agent shall receive compensation for its services in connection in with this Agreement, as determined by the Company and the Escrow Agent, payable by the Company, and shall be reimbursed by the Company for all reasonable expenses incurred in connection with the performance of its duties hereunder.

(c) This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, successors and assigns, except the Grantee shall have no right to assign his rights hereunder.


(d) This Agreement may be amended, modified, superseded or canceled, or any of the terms hereof may be waived, only by a written instrument executed by the parties hereto, or, in the case of a waiver, by the parties waiving compliance.

(e) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(f) The Section headings in this Escrow Agreement have been inserted for convenience only and shall not be deemed to limit, define or in any manner to affect the interpretation hereof.

IN WITNESS WHEREOF , the parties have executed this Escrow Agreement the day and year first above written.

 

 
Signature of Grantee

 

VALLEY NATIONAL BANK

(Escrow Agent)

By:  
 

 

VALLEY NATIONAL BANCORP

(Company)

By: