LAKELAND BANCORP INC (Form: S-8, Received: 06/03/2013 17:43:03)

As filed with the Securities and Exchange Commission on June 3, 2013

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

LAKELAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

New Jersey

22-2953275

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

250 Oak Ridge Road, Oak Ridge, New Jersey 07438

(Address of principal executive offices; zip code)

Somerset Hills Bancorp 1998 Combined Stock Option Plan

Somerset Hills Bancorp 2001 Combined Stock Option Plan

Somerset Hills Bancorp 2007 Equity Incentive Plan

Somerset Hills Bancorp 2012 Equity Incentive Plan

(Full title of the plans)

Thomas J. Shara

President and Chief Executive Officer

Lakeland Bancorp, Inc.

250 Oak Ridge Road, Oak Ridge, New Jersey 07438

(973) 697-2000

(Name, address and telephone number, including area code, of agent for service)

Copies to:


Timothy J. Matteson, Esq.		Peter H. Ehrenberg, Esq.
Executive Vice President, General Counsel		Laura R. Kuntz, Esq.
and Corporate Secretary		Lowenstein Sandler LLP
Lakeland Bancorp, Inc.		65 Livingston Avenue
250 Oak Ridge Road		Roseland, New Jersey 07068
Oak Ridge, New Jersey 07438		(973) 597-2500
(973) 697-2000

Calculation of Registration Fee



Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Stock, no par value	376,372 shares(1)(2)	$10.105	$3,803,239.06	$519

(1)

Represents 376,372 shares of common stock, no par value (“Lakeland Common Stock”), of Lakeland Bancorp, Inc. (the “Registrant”), which may be issued and sold pursuant to certain replacement options to purchase Lakeland Common Stock (the “New Stock Options”). As of the effective time of the merger (the “Merger”) of Somerset Hills Bancorp (“Somerset Hills”) with and into the Registrant, all previously-outstanding options to purchase shares of Somerset Hills common stock previously issued pursuant to the Somerset Hills Bancorp 1998 Combined Stock Option Plan, the Somerset Hills Bancorp 2001 Combined Stock Option Plan, the Somerset Hills Bancorp 2007 Equity Incentive Plan and the Somerset Hills Bancorp 2012 Equity Incentive Plan (“Old Stock Options”), were automatically converted into the New Stock Options. The New Stock Options are identical to the Old Stock Options in all material respects, except that (i) upon exercise of the New Stock Options, the optionholder will receive Lakeland Common Stock rather than Somerset Hills common stock, (ii) the number of shares of Lakeland Common Stock covered by each New Stock Option is equal to the number of shares of Somerset Hills common stock covered by the corresponding Old Stock Option multiplied by 1.1962, the exchange ratio in the Merger (the “Exchange Ratio”) (rounded up or down to the nearest whole share, with .50 being rounded down), (iii) the exercise price of each New Stock Option is equal to the exercise price of the corresponding Old Stock Option divided by the Exchange Ratio (rounded up or down to the nearest whole cent, with .50 being rounded up) and (iv) the committee that administers the plans by which such New Stock Options are governed is the Compensation Committee of the Board of Directors of the Registrant.

(2)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional shares of Lakeland Common Stock as may be issuable pursuant to the anti-dilution provisions of the above-mentioned New Stock Options as a result of any equity restructuring or change in capitalization of the Registrant, including, but not limited to, spin-offs, stock dividends, large non-recurring dividends, rights offerings, stock splits or similar transactions.

(3)

Estimated, in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low prices for a share of Lakeland Common Stock as reported on the NASDAQ Global Select Market on May 30, 2013, which is within five business days prior to the date of this Registration Statement.

EXPLANATORY NOTE

Lakeland Bancorp, Inc. (the “Registrant”) is filing this Registration Statement to register the 376,372 shares of the Registrant’s common stock, no par value (“Lakeland Common Stock”), which may be issued and sold pursuant to certain replacement options to purchase Lakeland Common Stock (the “New Stock Options”) resulting from the merger (the “Merger”) of Somerset Hills Bancorp (“Somerset Hills”) with and into the Registrant. Pursuant to the Agreement and Plan of Merger, dated as of January 28, 2013, by and between the Registrant and Somerset Hills, as of the effective time of the Merger, all previously-outstanding options to purchase shares of Somerset Hills common stock previously issued pursuant to the Somerset Hills Bancorp 1998 Combined Stock Option Plan, the Somerset Hills Bancorp 2001 Combined Stock Option Plan, the Somerset Hills Bancorp 2007 Equity Incentive Plan and the Somerset Hills Bancorp 2012 Equity Incentive Plan (“Old Stock Options”), were automatically converted into the New Stock Options. The New Stock Options are identical to the Old Stock Options in all material respects, except that (i) upon exercise of the New Stock Options, the optionholder will receive Lakeland Common Stock rather than Somerset Hills common stock, (ii) the number of shares of Lakeland Common Stock covered by each New Stock Option is equal to the number of shares of Somerset Hills common stock covered by the corresponding Old Stock Option multiplied by 1.1962, the exchange ratio in the Merger (the “Exchange Ratio”) (rounded up or down to the nearest whole share, with .50 being rounded down), (iii) the exercise price of each New Stock Option is equal to the exercise price of the corresponding Old Stock Option divided by the Exchange Ratio (rounded up or down to the nearest whole cent, with .50 being rounded up) and (iv) the committee that administers the plans by which such New Stock Options are governed is the Compensation Committee of the Board of Directors of the Registrant. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional shares of Lakeland Common Stock as may be issuable pursuant to the anti-dilution provisions of the New Stock Options as a result of any equity restructuring or change in capitalization of the Registrant, including, but not limited to, spin-offs, stock dividends, large non-recurring dividends, rights offerings, stock splits or similar transactions.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required to be contained in the Section 10(a) prospectus is omitted from this Registration Statement and will be provided to holders of options issued pursuant to the Somerset Hills Bancorp 1998 Combined Stock Option Plan, the Somerset Hills Bancorp 2001 Combined Stock Option Plan, the Somerset Hills Bancorp 2007 Equity Incentive Plan and the Somerset Hills Bancorp 2012 Equity Incentive Plan, respectively, pursuant to Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Certain Documents by Reference.

The SEC allows us to “incorporate by reference” information into this Registration Statement. This means that we can disclose important information to you by referring you to another document filed by us with the SEC. The information we incorporate by reference is considered to be part of this Registration Statement and will automatically be updated and superseded by information that we later file with the SEC. We hereby incorporate by reference all future documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. In addition, we also incorporate by reference the documents listed below, except to the extent information in those documents is different from the information contained in this Registration Statement:

•

our Annual Report on Form 10-K for the year ended December 31, 2012;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013;

•

our Current Reports on Form 8-K filed on January 24, 2013, January 29, 2013, February 7, 2013, April 18, 2013, April 29, 2013 and May 7, 2013, May 9, 2013, May 14, 2013, May 20, 2013 and May 31, 2013 (except for such information that is deemed furnished and not filed in accordance with SEC rules); and

•

the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on February 18, 2000 (including any amendment or report filed with the SEC for the purpose of updating this description).

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not Applicable.

Item 6.

Indemnification of Directors and Officers.

Subsection (2) of Section 3-5, Title 14A of the New Jersey Business Corporation Act empowers a corporation to indemnify a corporate agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the corporation) against reasonable costs (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was

unlawful. For purposes of the Act, a “corporate agent” means any person who is or was a director, officer, employee or agent of the corporation or a person serving at the request of the corporation as a director, officer, trustee, employee or agent of another corporation or enterprise.

Subsection (3) of Section 3-5 empowers a corporation to indemnify a corporate agent against reasonable costs (including attorneys’ fees) incurred by him in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves such corporate agent by reason of the fact that he is or was a corporate agent if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Superior Court of New Jersey or the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Subsection (4) of Section 3-5 provides that to the extent that a corporate agent has been successful in the defense of any action, suit or proceeding referred to in subsections (2) and (3) or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) incurred by him in connection therewith.

Subsection (5) of Section 3-5 provides that a corporation may indemnify a corporate agent in a specific case if it is determined that indemnification is proper because the corporate agent met the applicable standard of conduct, and such determination is made by any of the following: (a) the board of directors or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (b) independent legal counsel, if there is no quorum of disinterested directors or if the disinterested directors empowers counsel to make the determination; or (c) the shareholders.

Subsection (8) of Section 3-5 provides that the indemnification provisions in the law shall not exclude any other rights to indemnification that a director or officer may be entitled to under a provision of the certificate of incorporation, a by-law, an agreement, a vote of shareholders, or otherwise. That subsection explicitly permits indemnification for liabilities and expenses incurred in proceedings brought by or in the right of the corporation (derivative proceedings). The only limit on indemnification of directors and officers imposed by that subsection is that a corporation may not indemnify a director or officer if a judgment has established that the director’s or officer’s acts or omissions were a breach of his or her duty of loyalty, not in good faith, involved a knowing violation of the law, or resulted in receipt by the corporate agent of an improper personal benefit.

Subsection (9) of Section 3-5 provides that a corporation is empowered to purchase and maintain insurance on behalf of a director or officer against any expenses or liabilities incurred in any proceeding by reason of that person being or having been a director or officer, whether or not the corporation would have the power to indemnify that person against expenses and liabilities under other provisions of the law.

The Registrant’s Restated Certificate of Incorporation, as amended, contains the following provision:

“A director or an officer of the corporation shall not be personally liable to the corporation or its shareholders for the breach of any duty owed to the corporation or its shareholders except to the extent that an exemption from personal liability is not permitted by the New Jersey Business Corporation Act. Any expenses incurred by a director or officer of the corporation in connection with a proceeding involving the director or officer may be paid by the corporation in advance of final disposition of the proceeding, provided the director or officer undertakes to repay such amount unless it shall ultimately be determined that he or she is entitled to indemnification.”

The Registrant’s Bylaws contain the following provisions regarding indemnification:

“Any person and his or her heirs, executors, or administrators, may be indemnified or reimbursed by the Corporation for reasonable expenses actually incurred in connection with any threatened, pending or completed action, suit or proceeding, civil, administrative, investigative or criminal, in which any of them shall have been made a party by reason of a person being or having been a director, officer, or employee of the Corporation or of any firm, corporation, or organization which that person served in any such capacity at the request of the Corporation; provided, that person acted in good faith and in a manner he or she reasonably

believed to be in or not opposed to the best interest of the Corporation and with respect to criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful and, provided further, that no such person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the holders of record of a majority of the outstanding shares of the Corporation, or the Board of Directors, acting by vote of Directors not parties to the same or substantially the same action, suit, or proceeding constituting a majority of the whole number of Directors. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such a person and his or her heirs, executors, or administrators may be entitled as a matter of law.

“The Corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its Directors, officers, and other employees to the extent that such indemnifications are allowed in the preceding paragraph. Such insurance may, but need not, be for the benefit of all Directors, officers, or employee.”

The Registrant currently maintains directors’ and officers’ liability coverage which will insure the Registrant’s directors and officers and the directors and officers of its subsidiaries in certain circumstances.

Item 7.

Exemption From Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit No.		Description

4.1		Registrant’s Restated Certificate of Incorporation, dated May 19, 2005, including Certificate of Amendment dated February 4, 2009 to Registrant’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 9, 2009.

4.2		Certificate of Amendment, dated January 29, 2009, to Registrant’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2009.

4.3		Certificate of Amendment, dated May 8, 2013, to Registrant’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2013.

4.4		Registrant’s Amended and Restated Bylaws are incorporated by reference to Exhibit 3.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012.

4.5		Somerset Hills Bancorp 1998 Combined Stock Option Plan.

4.6		Somerset Hills Bancorp 2001 Combined Stock Option Plan.

4.7		Somerset Hills Bancorp 2007 Equity Incentive Plan.

4.8		Somerset Hills Bancorp 2012 Equity Incentive Plan.

5.1		Opinion of Lowenstein Sandler LLP.

23.1		Consent of Grant Thornton LLP.

23.2		Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1).

24.1		Power of Attorney.

Item 9.

Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any acts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such

director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Oak Ridge, State of New Jersey, on the 3 ^rd day of June, 2013


LAKELAND BANCORP, INC.

By:		/s/ Thomas J. Shara
		Thomas J. Shara
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signatures	Title	Date

/s/ Thomas J. Shara Thomas J. Shara	Director, President and Chief Executive Officer (Principal Executive Officer)	June 3, 2013

/s/ Joseph F. Hurley* Joseph F. Hurley	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 3, 2013

/s/ Bruce D. Bohuny* Bruce D. Bohuny	Director	June 3, 2013

/s/ Roger Bosma* Roger Bosma	Director	June 3, 2013

/s/ Mary Ann Deacon* Mary Ann Deacon	Director	June 3, 2013

/s/ Brian Flynn* Brian Flynn	Director	June 3, 2013

/s/ Mark J. Fredericks* Mark J. Fredericks	Director	June 3, 2013

/s/ Janeth C. Hendershot* Janeth C. Hendershot	Director	June 3, 2013

/s/ Robert E. McCracken* Robert E. McCracken	Director	June 3, 2013

/s/ Robert B. Nicholson III* Robert B. Nicholson III	Director	June 3, 2013



/s/ Joseph P. O’Dowd* Joseph P. O’Dowd	Director	June 3, 2013

/s/ Stephen R. Tilton, Sr.* Stephen R. Tilton, Sr.	Director	June 3, 2013


*By:		/s/ Thomas J. Shara
		Thomas J. Shara
		Attorney-in-fact

EXHIBIT INDEX


Exhibit No.		Description

4.1		Registrant’s Restated Certificate of Incorporation, dated May 19, 2005, including Certificate of Amendment dated February 4, 2009 to Registrant’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 9, 2009.

4.2		Certificate of Amendment, dated January 29, 2009, to Registrant’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2009.

4.3		Certificate of Amendment, dated May 8, 2013, to Registrant’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2013.

4.4		Registrant’s Amended and Restated Bylaws are incorporated by reference to Exhibit 3.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012.

4.5		Somerset Hills Bancorp 1998 Combined Stock Option Plan.

4.6		Somerset Hills Bancorp 2001 Combined Stock Option Plan.

4.7		Somerset Hills Bancorp 2007 Equity Incentive Plan.

4.8		Somerset Hills Bancorp 2012 Equity Incentive Plan.

5.1		Opinion of Lowenstein Sandler LLP.

23.1		Consent of Grant Thornton LLP.

23.2		Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1).

24.1		Power of Attorney.

Exhibit 4.5

THE BANK OF THE SOMERSET HILLS

1998 COMBINED STOCK OPTION PLAN ¹

SECTION 1. PURPOSE

The Bank of the Somerset Hills (“the Bank”) 1998 Combined Stock Option Plan (the “Plan”) is intended to attract and retain the Bank’s Service Providers and to motivate them to participate in the long term growth of the Bank by providing for or increasing the proprietary interests of such persons in the Bank, thereby assisting the Bank to achieve its long-range goals.

SECTION 2. DEFINITIONS

Capitalized terms not specifically defined elsewhere herein shall have the following meanings:

“Act” shall mean the New Jersey Bank Officers and Employees’ Stock Option Plan Act.

“Bank” shall mean The Bank of the Somerset Hills and any present or future parent or subsidiary corporations (as defined in Section 424 of the Code) or any successor to the Bank or to such corporations.

“Board” shall mean the Board of Directors of the Bank.

“Code” shall mean the Internal Revenue Code of 1986, as am ended from time to time and the regulations promulgated thereunder.

“Committee” shall mean the Board or any committee or group of people selected by the Board to administer the Plan and perform the functions set forth herein.

“Common Stock” or “Stock” shall mean the common stock, $5.00 par value per share, of the Bank.

“Director” shall mean a member of the Board or a member of an advisory or business development committee of the Bank.

“Disability” shall mean permanent and total disability, as defined in Section 22(e)(3) of the Code.

Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 28, 2013 (the “Merger Agreement”), by and between Lakeland Bancorp, Inc. (“Lakeland”) and Somerset Hills Bancorp (“Somerset Hills”), on May 31, 2013 (the “Effective Time”), Somerset Hills merged with and into Lakeland, with Lakeland as the surviving corporation (the “Merger”). Pursuant to the Merger Agreement, each option to purchase Somerset Hills common stock outstanding immediately prior to the Effective Time (a “Former Somerset Hills Option”) was automatically converted as of the Effective Time into an option to purchase Lakeland common stock (a “New Lakeland Option”) in accordance with the following terms: (1) the number of shares covered by each New Lakeland Option is equal to the number of shares of Somerset Hills common stock covered by the corresponding Former Somerset Hills Option multiplied by 1.1962, the exchange ratio in the Merger (the “Exchange Ratio”) (rounded up or down to the nearest whole share, with .50 being rounded down); (2) the exercise price of each New Lakeland Option is equal to the exercise price of the corresponding Former Somerset Hills Option divided by the Exchange Ratio (rounded up or down to the nearest whole cent, with .50 being rounded up); (3) the committee that administers the plans by which such New Lakeland Options are governed is the Compensation Committee of the Board of Directors of Lakeland; and (4) in all other respects, the terms of each New Lakeland Option are identical to the terms of the corresponding Former Somerset Hills Option.

“Employee Option” shall mean an Incentive Stock Option granted to an Optionee who is a Key Employee of the Bank.

“Fair Market Value” shall mean, with respect to shares of Common Stock, the fair market value as determined in good faith by the Committee and in a manner established by the Committee from time to time using any reasonable method of valuation; provided, that in the event the shares of Common Stock are listed for trading on a national or regional securities exchange (including the NASDAQ National Market System), the “fair market value” of such shares shall be, on any date, the average closing sale price for the Common Stock for the last five (5) market trading days prior to the day of determination.

“Incentive Stock Option” or “ISO” shall mean an option to purchase shares of Common Stock granted to a Key Employee under the Plan, which is intended to meet the requirements of Section 422 of the Code as of the date of grant.

“Key Employees” shall mean an employee (including executive officers and directors who are also employees of the Bank) of the Bank who, in the judgment of the Committee, are considered important to the future of the Bank.

“Non-Qualified Stock Option” shall mean an option to purchase shares of Common Stock granted to a Service Provider under the Plan, which is not intended to be an ISO.

“Option” shall mean an ISO or a Non-Qualified Stock Option.

“Option Agreement” shall mean a written or electronic agreement between the Bank and an Optionee evidencing the terms and conditions of an individual option grant. The Option Agreement is subject to the terms and conditions of the Plan.

“Optionee” shall mean a Key Employee or Service Provider selected by the Committee to receive an Option under the Plan.

“Plan” shall mean The Bank of the Somerset Hills 1998 Combined Stock Option Plan.

“Securities Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder, and any successor provisions thereto.

“Service Provider” shall mean a Key Employee or Director.

As used herein, the masculine gender shall include the feminine gender.

SECTION 3. ADMINISTRATION

(a) The Plan shall be administered by the Committee. Among other things, the Committee shall have authority, subject to the terms of this Plan, including, without limitation, the provisions governing participation in this Plan by Directors, to grant Options, to determine the individuals to whom and the time or times at which Options may be granted, and to determine the terms and conditions of any Option granted hereunder.

(b) Subject to the provisions of this Plan, the Committee shall have authority to adopt, alter, and repeal such administrative rules, guidelines, and practices governing the operation of this Plan as it shall from time to time consider advisable, to interpret the provisions of this Plan and any Option, and to decide all disputes arising in connection with this Plan. The Committee’s decision and interpretations shall be final and binding. Any action of the Committee with respect to the administration of this Plan shall be taken pursuant to a majority vote or by the unanimous written consent of its members.

(c) Subject to the provisions of this Plan and applicable requirements of Federal and state law, the Committee shall have authority, in its discretion, to take the following actions:

(i) to determine the Service Providers to be granted Non-Qualified Stock Options under this Plan;

(ii) to determine the number of shares subject to each Option;

(iii) to determine the time or times at which Options will be granted;

(iv) to determine the Key Employees to be granted Employee Options under this Plan;

(v) to determine the Option price of the shares subject to each Option, which price shall be not less than the minimum for Employee Options and Non-Qualified Stock Options, respectively, specified in Sections 7 and 8 of this Plan with respect to Employee Options;

(vi) to determine or change the time or times when each Option becomes exercisable and the duration of the exercise period; provided, however, that no Option, including Non-Qualified Stock Options granted to Service Providers pursuant to this Plan, shall be exercisable until (i) two-thirds of the holders of shares of Common Stock of the Bank entitled to vote at a meeting of the Bank’s stockholders, voting as a single class, shall have approved the Plan; and (ii) the Bank shall have fully complied with the other terms and provisions of the Act;

(vii) to prescribe the form or forms of the instruments evidencing any Options granted under this Plan (which forms shall be consistent with this Plan but need not be identical to one another);

(ix) to adopt, amend, and rescind such rules and regulations as it determines are necessary or advisable in the administration of this Plan;

(x) to construe and interpret this Plan, the rules and regulations, and the instruments evidencing Options granted under this Plan and to make all other determinations deemed necessary or advisable for the administration of this Plan;

(xi) to delegate such administrative functions as it deems appropriate; and

(xii) in general, to exercise full and final authority (consistent with this Plan) over all matters relating to the Plan, the powers denominated above being by way of example and not of limitation.

Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive.

(d) No member of the Committee shall be personally liable to the Bank or its stockholders for damages for any action taken or determination made in good faith. The members of the Committee shall be indemnified by the Bank for any acts or omissions in connection with the Plan to the full extent permitted by the Bank’s Certificate of Incorporation and New Jersey law.

SECTION 4. SHARES OF STOCK AVAILABLE FOR OPTIONS

(a) The aggregate number of shares of Common Stock for which Non-Qualified Stock Options may be granted under this Plan shall be 75,000 shares of Common Stock, subject to adjustment as provided in Section 16 of this Plan. The aggregate number of shares of Common Stock for which Employee Options may be granted under this Plan shall be 150,000 shares of Common Stock, subject to adjustment as provided in Section 16 of this Plan. Such shares shall be reserved for Options granted under this Plan.

(b) The shares transferred by the Bank upon the exercise of Options under this Plan shall consist of authorized but unissued shares of Common Stock.

(c) The aggregate number of shares of Common Stock that may be issued or purchased under this Plan pursuant to the exercise of Non-Qualified Stock Options shall not exceed 5% of the outstanding shares of Common Stock of the Bank at the time of the adoption of the Plan, subject to adjustment as provided as in Section 16 of this Plan. The aggregate number of shares of Common Stock that may be issued or purchased under this Plan pursuant to the exercise of Non-Qualified Stock Options when taken together with the number of shares of Common Stock that may be issued or purchased under any other plan of the Bank pursuant to the exercise of Non-Qualified Stock Options shall not exceed 10% of the outstanding shares of Common Stock of the Bank at the time of adoption of this Plan, subject to adjustment as provided in Section 16 of this Plan.

(d) If an Option granted under this Plan shall expire or terminate for any reason without having been fully exercised, then the unexercised portion of such Option shall again be available for the grant under this Plan.

(e) All Options granted hereunder shall be clearly identified as either an ISO or as a Non-Qualified Stock Option.

SECTION 5. ELIGIBILITY AND PARTICIPATION

(a) All Service Providers to the Bank shall be eligible to participate in this Plan to the extent provided herein. Non-Qualified Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to Key Employees.

(b) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Common Stock to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Bank) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the shares of Common Stock shall be determined as of the time the Incentive Stock Option with respect to such shares is granted.

SECTION 6. EXERCISE PERIOD OF EMPLOYEE OPTIONS

(a) Except as herein provided, each Employee Option granted hereunder shall be exercisable for such period as the Committee shall determine at the time of grant; provided, however, that (i) such period may not commence until at least six months following the date of grant, except in the event of the death, Disability, retirement in accordance with the Bank’s retirement plans, or involuntary termination of employment other than for cause of the Key Employee before the expiration of such period; and (ii) the Bank shall have fully complied with the terms and provisions of the Act and the Securities Act. Options shall be subject to earlier termination as hereinafter provided.

(b) An Employee Option shall terminate immediately, and no rights thereunder may be exercised, if the person to whom it is granted ceases to be employed by the Bank, except that:

(i) subject to the limitations on exercisability set forth in this Section 6 of this Plan, if the Key Employee dies while in the employ of the Bank, the Key Employee’s rights under the Employee Option may be exercised as to all shares of Common Stock covered thereby by his legal representative or by the person or persons to whom such rights under the Option shall pass by will or by the laws of descent and distribution, at any time within twelve (12) months following his death;

(ii) if the employment of the Key Employee is terminated because of Disability, the Key Employee’s rights under the Employee Option may be exercised as to all shares of Common Stock covered thereby by the Key Employee or his guardian or other legal representative, at any time within twelve (12) months following termination of his employment because of Disability;

(iii) if the employment of the Key Employee is terminated by reason of his retirement in accordance with the terms of the Bank’s retirement plans or with the consent of the Committee or is involuntarily terminated other than for cause, the Key Employee’s rights under the Employee Option may be exercised as to all shares of Common Stock covered thereby at any time within three (3) months after termination of employment, or as such time period may be extended by the Committee in its discretion. Termination for cause shall mean termination of employment by reason of habitual alcohol or drug abuse; commission of a felony, fraud, or willful misconduct; the unauthorized disclosure of any Bank data, secret, or financial information, that has resulted, or is likely to result, in damage to the Bank, all as the Board in its sole and absolute discretion shall determine.

(c) Notwithstanding anything contained in this Section 6 to the contrary, no Employee Option shall be exercisable by anyone after the expiration of the term of such Option as determined by the Committee at the date of grant of such Option.

SECTION 7. TERM AND OPTION PRICE OF EMPLOYEE OPTIONS

(a) The terms and conditions of Incentive Stock Options shall be subject to and comply with Section 422 of the Code. Anything in this Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted to the Committee under this Plan be so exercised, so as to disqualify this Plan or, without the consent of the Key Employee, any Incentive Stock Option granted under the Plan pursuant to Section 422 of the Code.

(b) The Option price per share of Common Stock purchasable under an Incentive Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant or the par value of the Common Stock, whichever is higher. If the Key Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Bank and an Incentive Stock Option is granted to such Key Employee, the Option price shall be not less than 110% of Fair Market Value of the Common Stock on the date of grant or the par value of the Common Stock, whichever is higher.

(c) No Employee Option shall be exercisable more than ten (10) years after the date such Option is granted. If a Key Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Bank, and an Incentive Stock Option is granted to such Key Employee, such Option shall not be exercisable after the expiration of five (5) years from the date of grant.

SECTION 8. TERMS AND CONDITIONS OF OPTIONS TO SERVICE PROVIDERS

(a) The terms and conditions of each Non-Qualified Stock Option shall be stated in the Option Agreement.

(b) The purchase price of the shares of Common Stock subject to each Non-Qualified Stock Option granted to a Service Provider shall be equal to at least eighty-five percent (85%) of the Common Stock on the date the Option is granted or the par value of the Common Stock, whichever is higher, provided, however, that the exercise price of any Non-Qualified Stock Option granted to a Service Provider as compensation for serving as a member of the Board shall not be less than the greater of one hundred percent (100%) of the Fair Market Value of the Common Stock at the time of the grant of the Option and the par value of the Common Stock. Options granted to Service Providers may be exercised by written notice of exercise accompanied by payment of the exercise price in full for the purchased shares of Common Stock in cash or by certified or cashier’s check payable to the Bank.

(c) A Non-Qualified Stock Option shall only be transferable by a Service Provider (i) by will, (ii) by the laws of descent and distribution, (iii) to the Service Provider’s spouse or issue, or (iv) to a trust established for the benefit of a Service Provider’s spouse or issue. All Non-Qualified Stock Options shall be exercisable during a Service Provider’s lifetime only by the Service Provider or his duly appointed guardian or personal representative. The restrictions set forth in Section 8 of this Plan shall apply to all Non-Qualified Stock Options granted to Service Providers.

(d) If a Service Provider dies, the Service Provider’s Options shall be exercisable by either his executor or administrator or, if not so exercised, by the legatees or the distributees of his estate, only during the twelve (12) months following his death. If a Director’s membership on the Board terminates for any reason other than death, such Director’s Options shall be exercisable only during the three (3) months following the date of termination, or as such time period may be extended by the Committee in its discretion.

(e) Each Option granted to a Service Provider shall be evidenced by a writing signed by him specifying the terms and conditions thereof in accordance with this Section 8.

SECTION 9. GENERAL PROVISIONS APPLICABLE TO OPTIONS

(a) Notwithstanding any other provision of the Plan, in order to qualify for the exemption provided by Rule 16b-3 under the Securities Act, any Common Stock acquired by a Participant subject to Section 16 of the Securities Act (a “Section 16 Participant”) upon exercise of an Option may not be sold for six (6) months after the date of grant of the Option. The Committee shall have no authority to take any action if the authority to take such action, or the taking of such action, would disqualify the Plan from the exemption provided by Rule 16b-3 under the Securities Act.

(b) Each Option under the Plan shall be evidenced by a writing delivered to the Participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles.

(c) Each Option may be granted alone, in addition to or in relation to any other Option. The terms of each Option need not be identical, and the Committee need not treat Participants uniformly, except as otherwise provided in Section 9. Except as otherwise provided by the Plan or a particular Option, any determination with respect to an Option may be made by the Committee at the time of grant or at any time thereafter.

(d) The Committee may amend, modify, or terminate any outstanding Option held by a Service Provider, including substituting therefor another Option of the same or a different type, changing the date of exercise or realization, provided that the Service Provider’s consent to each action shall be required unless the Committee determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

(e) A Key Employee shall notify the Committee in writing in the event that he disposes of Common Stock acquired upon exercise of an Incentive Stock Option within the two-year period following the date the Incentive Stock Option was granted or within the one-year period following the date he received Common Stock upon the exercise of an Incentive Stock Option and shall comply with any other requirements imposed by the Bank to enable the Bank to secure the related income tax deduction to which it will be entitled in such event under the Code.

(f) The vesting schedule of any Option may, in the discretion of the Committee and as stated in the Option Agreement, be subject to acceleration in the event of death or Disability of the Service Provider, or the termination of the Service Provider’s relationship with the Bank. All Options shall automatically and immediately vest on a change in control of the Bank (as defined in the Option Agreement). In the event any Employee Option granted to a Key Employee fails to satisfy the requirements of Code Section 422 due to the acceleration of the vesting schedule described in herein, such Employee Option shall be considered a Non-Qualified Stock Option. In the event an Employee Option is considered a Non-Qualified Stock Option pursuant to the foregoing sentence, such Non-Qualified Stock Option shall be subject to the same terms and conditions of the relevant Option Agreement.

SECTION 10. NON-TRANSFERABILITY OF EMPLOYEE OPTIONS

No Employee Option granted under this Plan shall be transferable by a Key Employee other than by will or the laws of descent and distribution, and, except as otherwise provided herein, such Employee Option may be exercised by the Key Employee only during a Key Employee’s lifetime and only by the Participant or the Key Employee’s duly appointed guardian or personal representative.

SECTION 11. OPTION AGREEMENTS

(a) The grant of every Option shall be evidenced by and conditioned upon the execution of a written Option Agreement between the Bank and the Service Provider. The Option Agreement shall set forth the number of shares subject to the Option, the Option price, the term during which the Option may be exercised, and any other provisions not inconsistent with the provisions of this Plan, which the Committee may deem necessary or appropriate from time to time. With respect to the grant of ISOs, the Option agreement shall not contain any provision that would cause such Option to fail to qualify as an Incentive Stock Option under Section 422 of the Code as of the date of grant. The Committee may approve a form or forms of option agreements that the Committee, in its discretion, may specify as the sole forms of Option agreement effective to grant Options to Participants under this Plan.

(b) Notwithstanding the date on which an Option agreement may be executed, the date on which an Option is deemed to be granted shall be the effective date of the approval of an Option by the Committee.

SECTION 12. OPTION EXERCISE AND PAYMENT

(a) Subject to Sections 5, 6, 7, 8, and 9 of this Plan, each Option granted under this Plan shall be exercisable on such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the Option Agreement evidencing such Option.

(b) A Service Provider electing to exercise an Option shall give written notice to the Committee of such election and of the number of full shares he elects to purchase. Options shall be exercisable in such amounts as the Service Provider may elect subject to such restrictions as the Committee or this Plan may provide.

(c) Subject to the other provisions of this Plan and applicable state and federal law, payment of the Option price shall be tendered to the Bank (i) in cash, including certified check, bank draft, or money order, or (ii) at the discretion of the Committee, by delivering a promissory note, containing such terms and conditions acceptable to the Committee, or a combination of the foregoing, for all or a portion of the purchase price of the shares purchased.

SECTION 13. NO RIGHTS AS STOCKHOLDER

Neither the Service Provider nor the personal representatives, heirs, or legatees of such Service Provider shall be, or have any rights or privileges of, a stockholder of the Bank with respect to any shares subject to an Option unless and until certificates evidencing such shares shall have been issued and delivered to the Service Provider or to such personal representatives, heirs, or legatees.

SECTION 14. NO RIGHTS TO CONTINUED EMPLOYMENT

This Plan and any Option granted under the Plan shall not confer upon any Service Provider any right with respect to continuation of employment by the Bank, nor shall they interfere in any way with the right of the Bank to terminate his employment at any time.

SECTION 15. ADDITIONAL PROPERTY

At the time any Option is exercised, the Committee, in its discretion, may transfer to the Service Provider such additional property as it may determine, including, without limitation, cash or stock appreciation rights.

SECTION 16. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

Except as otherwise provided herein, the instruments evidencing Options granted hereunder shall contain such provisions as the Committee shall deem appropriate to adjust the number and classes of shares covered thereby, or to adjust the Option prices, or both, in the event of the sale or other disposition or distribution by the Bank of all or a portion of its assets or any change in the outstanding Common Stock of the Bank by reason of stock dividends, stock split-ups, recapitalizations, reorganizations, mergers, consolidations, combinations, or exchanges of shares or the like, of or by the Bank. To prevent dilution or enlargement of rights in the event of any such change, the aggregate number and classes of shares for which Options thereafter may be granted under this Plan may be appropriately adjusted as determined by the Committee to reflect such change.

SECTION 17. WITHHOLDING TAXES

(a) The Service Provider shall pay to the Bank, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of Options under the Plan no later than the date of the event creating the tax liability. In the Committee’s sole discretion, and to the extent permitted under the Act, a Service Provider (other than a Section 16 Service Provider, who shall be subject to the following sentence) may elect to have such tax obligations paid, in whole or in part, in shares of Common Stock, including shares retained from the Option creating the tax obligation. With

respect to Section 16 Service Providers, upon the issuance of shares of Common Stock in respect of an Option, such number of shares issuable shall be reduced, to the extent permitted under the Act and the Securities Act, by the number of shares necessary to satisfy such Section 16 Service Provider’s federal, and where applicable, state withholding tax obligations. For withholding tax purposes, the value of the shares of Common Stock shall be the Fair Market Value on the date the withholding obligation is incurred. The Bank may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Service Provider.

SECTION 18. NECESSITY OF STOCKHOLDER APPROVAL

This Plan and any Options granted hereunder shall be null, void, and of no effect unless this Plan has been previously approved by two-thirds of the holders of Common Stock of the Bank, voting as a single class, within twelve (12) months after the date of the Plan’s adoption by the Board.

SECTION 19. DURATION AND AMENDMENT OF THE PLAN

(a) No Option may be granted under this Plan after the expiration of ten (10) years from the earlier of: (a) the date this Plan is adopted by the Board or (b) the date this Plan is approved by the holders of two-thirds (2/3) of the stock of the Bank entitled to vote.

(b) The Board or, if authorized by the Board, any committee of the Board, may amend, terminate, or suspend this Plan at any time; provided, however, that no such amendment shall, without approval of the Bank’s stockholders, (a) increase the aggregate number of shares as to which Options may be granted under this Plan except as specified in Section 16 of this Plan; (b) change the number of shares subject to Options or the date of grant or the exercise price of such Options; (c) materially modify the requirements concerning eligibility for participation in this Plan; or (d) materially increase the benefits accruing to Service Providers in this Plan.

(c) No Option may be granted during any suspension of this Plan or after this Plan has been terminated; and no amendment, suspension, or termination shall, without the Service Provider’s consent, alter or impair any of the Service Provider’s rights or obligations under any Option theretofore granted to him under this Plan except insofar as a merger or consolidation of the Bank or termination of employment of a Service Provider or a liquidation or dissolution shall affect the cancellation of an Option.

SECTION 20. APPLICABLE LAW

To the extent that state laws shall not have been preempted by any laws of the United States, this Plan shall be governed by, and construed in accordance with, the laws of the State of New Jersey. The Plan is intended to comply with N.J.A.C. ss.3:4-2 and any successor provision thereto and Rule 16b-3 promulgated under the Securities Act, and is further intended to be administered in the manner specified in paragraph (c)(2)(ii) of that Rule, and the Committee shall interpret and administer the provisions of the Plan or any Stock Option in a manner consistent therewith. Any provisions inconsistent with such provision of N.J.A.C. and such Rule and paragraph shall be inoperative and shall not affect the validity of the Plan.

SECTION 21. BINDING EFFECT

The terms of this Plan shall be binding on its successors and assigns.

SECTION 22. SAVINGS CLAUSE

The invalidity or illegality of any provision herein shall not be deemed to affect the validity of any other provision.

SECTION 23. NO RIGHTS TO CONTINUED DIRECTORSHIP

Nothing in this Plan or in any Stock Option granted hereunder shall confer on any Director any right to continue to serve as a director of the Bank or shall interfere with or restrict in any way the right, which right is hereby expressly reserved, to remove any Director as a director in accordance with the by-laws and certificate of incorporation of the Bank and applicable law.

SECTION 24. MISCELLANEOUS

The terms of this Plan shall be binding on the Bank, Key Employees, Directors, and their successors and assignees.

Exhibit 4.6

SOMERSET HILLS BANCORP

2001 COMBINED STOCK OPTION PLAN ¹

SECTION 1. PURPOSE

The Bank of the Somerset Hills (“Bank”) is the wholly-owned subsidiary of the Somerset Hills Bancorp (“Bancorp”). This 2001 Combined Stock Option Plan of Bancorp (the “Plan”) is intended to attract and retain Bancorp’s Service Providers and to motivate them to participate in the long term growth of Bancorp by providing for or increasing the proprietary interests of such persons in Bancorp, thereby assisting Bancorp to achieve its long-range goals.

SECTION 2. DEFINITIONS

Capitalized terms not specifically defined elsewhere herein shall have the following meanings:

“Bancorp” shall mean Somerset Hills Bancorp and any present or future parent or subsidiary corporations (as defined in Section 424 of the Code) or any successor to Bancorp or to such corporations.

“Board” shall mean the Board of Directors of Bancorp.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

“Committee” shall mean the Board or any committee or group of people selected by the Board to administer the Plan and perform the functions set forth herein.

“Common Stock” or “Stock” shall mean the common stock, $5.00 par value per share, of Bancorp.

“Director” shall mean a member of the Board of Directors of Bank and/or a member of the Board of Directors of Bancorp or a member of an advisory or business development committee of Bank or Bancorp.

“Disability” shall mean permanent and total disability, as defined in Section 22(e)(3) of the Code.

“Employee Option” shall mean an Incentive Stock Option granted to an Optionee who is a Key Employee of Bank or Bancorp.

“Key Employees” shall mean an employee of Bank or Bancorp (including executive officers and Directors who are also employees of Bank and/or Bancorp) who, in the judgment of the Committee, are considered important to the future of Bank and/or Bancorp.

“Non-Qualified Stock Option” shall mean an option to purchase shares of Common Stock granted to a Service Provider under the Plan, which is not intended to be an ISO.

“Option” shall mean an ISO or a Non-Qualified Stock Option.

“Option Agreement” shall mean a written or electronic agreement between Bancorp and an Optionee evidencing the terms and conditions of an individual option grant. The Option Agreement is subject to the terms and conditions of the Plan.

“Optionee” shall mean a Key Employee or Service Provider selected by the Committee to receive an Option under the Plan.

“Plan” shall mean this Somerset Hills Bancorp 2001 Combined Stock Option Plan.

“Securities Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder, and any successor provisions thereto.

“Service Provider” shall mean a Key Employee or Director.

As used herein, the masculine gender shall include the feminine gender.

SECTION 3. ADMINISTRATION

(c) Subject to the provisions of this Plan and applicable requirements of Federal and state law, the Committee shall have authority, in its discretion, to take the following actions:

(i) to determine the Service Providers to be granted Non-Qualified Stock Options under this Plan;

(ii) to determine the number of shares subject to each Option;

(iii) to determine the time or times at which Options will be granted;

(iv) to determine the Key Employees to be granted Employee Options under this Plan;

(vii) to prescribe the form or forms of the instruments evidencing any Options granted under this Plan (which forms shall be consistent with this Plan but need not be identical to one another);

(viii) to adopt, amend, and rescind such rules and regulations as it determines are necessary or advisable in the administration of this Plan;

(xi) to delegate such administrative functions as it deems appropriate; and

(xii) in general, to exercise full and final authority (consistent with this Plan) over all matters relating to the Plan, the powers denominated above being by way of example and not of limitation.

Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive.

(d) No member of the Committee shall be personally liable to Bancorp or its stockholders for damages for any action taken or determination made in good faith. The members of the Committee shall be indemnified by Bancorp for any acts or omissions in connection with the Plan to the full extent permitted by Bancorp’s Certificate of Incorporation and New Jersey law.

SECTION 4. SHARES OF STOCK AVAILABLE FOR OPTIONS

(a) The aggregate number of shares of Common Stock for which Non-Qualified Stock Options and Employee Options may be granted under this Plan shall be 200,000 shares of Common Stock, subject to adjustment as provided in Section 16 of this Plan. Notwithstanding the foregoing, all of the 200,000 shares of Common Stock may be subject to Employee Options. The 200,000 shares of Common Stock shall be reserved for Options granted under this Plan.

(b) The shares transferred by Bancorp upon the exercise of Options under this Plan shall consist of authorized but unissued shares of Common Stock.

(e) All Options granted hereunder shall be clearly identified as either an ISO or as a Non-Qualified Stock Option.

SECTION 5. ELIGIBILITY AND PARTICIPATION

(a) All Service Providers to Bank or Bancorp shall be eligible to participate in this Plan to the extent provided herein. Non-Qualified Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to Key Employees.

(b) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Common Stock to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of Bancorp) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the shares of Common Stock shall be determined as of the time the Incentive Stock Option with respect to such shares is granted.

SECTION 6. EXERCISE PERIOD OF EMPLOYEE OPTIONS

(a) Except as herein provided, each Employee Option granted hereunder shall be exercisable for such period as the Committee shall determine at the time of grant; provided, however, that (i) such period may not commence until at least six months following the date of grant, except in the event of the death, Disability, retirement in accordance with Bank’s or Bancorp’s retirement plans, or involuntary termination of employment other than for cause of the Key Employee before the expiration of such period; and (ii) Bancorp shall have fully complied with the terms and provisions of the Securities Act. Options shall be subject to earlier termination as hereinafter provided.

(b) An Employee Option shall terminate immediately, and no rights thereunder may be exercised, if the person to whom it is granted ceases to be employed by Bank or Bancorp, except that:

(i) subject to the limitations on exercisability set forth in this Section 6 of this Plan, if the Key Employee dies while in the employ of Bank or Bancorp, the Key Employee’s rights under the Employee Option may be exercised as to all shares of Common Stock covered thereby by his legal representative or by the person or persons to whom such rights under the Option shall pass by will or by the laws of descent and distribution, at any time within twelve (12) months following his death;

(iii) if the employment of the Key Employee is terminated by reason of his retirement in accordance with the terms of Bank’s or Bancorp’s retirement plans or with the consent of the Committee or is involuntarily terminated other than for cause, the Key Employee’s rights under the Employee Option may be exercised as to all shares of Common Stock covered thereby at any time within three (3) months after termination of employment. Termination for cause shall mean termination of employment by reason of habitual alcohol or drug abuse; commission of a felony, fraud, or willful misconduct; the unauthorized disclosure of any Bank or Bancorp data, secret, or financial information, that has resulted, or is likely to result, in damage to Bank or Bancorp, all as the Board in its sole and absolute discretion shall determine.

SECTION 7. TERM AND OPTION PRICE OF EMPLOYEE OPTIONS

(b) The Option price per share of Common Stock purchasable under an Incentive Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant or the par value of the Common Stock, whichever is higher. If the Key Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of Bancorp and an Incentive Stock Option is granted to such Key Employee, the Option price shall not be less than 110% of the Fair Market Value of the Common Stock on the date of grant or the par value of the Common Stock, whichever is higher.

(c) No Employee Option shall be exercisable more than ten (10) years after the date such Option is granted. If a Key Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of Bancorp, and an Incentive Stock Option is granted to such Key Employee, such Option shall not be exercisable after the expiration of five (5) years from the date of grant.

SECTION 8. TERMS AND CONDITIONS OF OPTIONS TO SERVICE PROVIDERS

(a) The terms and conditions of each Non-Qualified Stock Option shall be stated in the Option Agreement.

(b) The purchase price of the shares of Common Stock subject to each Non-Qualified Stock Option granted to a Service Provider shall be equal to at least eighty-five percent (85%) of the Fair Market Value of the Common Stock on the date the Option is granted; provided, however, that the exercise price of any Non-Qualified Stock Option granted to a Service Provider as compensation for serving as a member of the Board or as a member of the Board of Directors of Bank shall not be less than the greater of one

hundred percent (100%) of the Fair Market Value of the Common Stock at the time of the grant of the Option and the par value of the Common Stock. Options granted to Service Providers may be exercised by written notice of exercise accompanied by payment of the exercise price in full for the purchased shares of Common Stock in cash or by certified or cashier’s check payable to Bancorp.

(d) If a Service Provider dies, the Service Provider’s Options shall be exercisable by either his executor or administrator or, if not so exercised, by the legatees or the distributees of his estate, only during the twelve (12) months following his death. If a Director is no longer a member of either the Board or the Board of Directors of Bank, for any reason other than death, such Director’s Options shall be exercisable only during the three (3) months following the date the Director ceased being a member of either the Board or the Board of Directors of Bank.

(e) Each Option granted to a Service Provider shall be evidenced by a writing signed by him specifying the terms and conditions thereof in accordance with this Section 8.

SECTION 9. GENERAL PROVISIONS APPLICABLE TO OPTIONS

(a) Notwithstanding any other provision of the Plan, in order to qualify for the exemption provided by Rule 16b-3 under the Securities Act, any Common Stock acquired by a Optionee subject to Section 16 of the Securities Act (a “Section 16 Optionee”) upon exercise of an Option may not be sold for six (6) months after the date of grant of the Option. The Committee shall have no authority to take any action if the authority to take such action, or the taking of such action, would disqualify the Plan from the exemption provided by Rule 16b-3 under the Securities Act.

(b) Each Option under the Plan shall be evidenced by a writing delivered to the Optionee specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles.

(c) Each Option may be granted alone, in addition to or in relation to any other Option. The terms of each Option need not be identical, and the Committee need not treat Optionees uniformly, except as otherwise provided in Section 9. Except as otherwise provided by the Plan or a particular Option, any determination with respect to an Option may be made by the Committee at the time of grant or at any time thereafter.

(d) The Committee may amend, modify, or terminate any outstanding Option held by a Optionee, including substituting therefor another Option of the same or a different type, changing the date of exercise or realization, provided that the Optionee’s consent to each action shall be required unless the Committee determines that the action, taking into account any related action, would not materially and adversely affect the Optionee.

Common Stock upon the exercise of an Incentive Stock Option and shall comply with any other requirements imposed by Bancorp to enable Bancorp to secure the related income tax deduction to which it will be entitled in such event under the Code.

(f) The vesting schedule of any Option may, in the discretion of the Committee and as stated in the Option Agreement, be subject to acceleration in the event of death or Disability of the Optionee, or the termination of the Optionee’s relationship with Bank or Bancorp, as the case may be. All Options shall automatically and immediately vest on a change in control of Bancorp (as defined in the Option Agreement). In the event any Employee Option granted to a Key Employee fails to satisfy the requirements of Code Section 422 due to the acceleration of the vesting schedule described in herein, such Employee Option shall be considered a Non-Qualified Stock Option. In the event an Employee Option is considered a Non-Qualified Stock Option pursuant to the foregoing sentence, such Non-Qualified Stock Option shall be subject to the same terms and conditions of the relevant Option Agreement.

SECTION 10. NON-TRANSFERABILITY OF EMPLOYEE OPTIONS

No Employee Option granted under this Plan shall be transferable by a Key Employee other than by will or the laws of descent and distribution, and, except as otherwise provided herein, such Employee Option may be exercised by the Key Employee only during a Key Employee’s lifetime and only by the Optionee or the Key Employee’s duly appointed guardian or personal representative.

SECTION 11. OPTION AGREEMENTS

(a) The grant of every Option shall be evidenced by and conditioned upon the execution of a written Option Agreement between Bancorp and the Optionee. The Option Agreement shall set forth the number of shares subject to the Option, the Option price, the term during which the Option may be exercised, and any other provisions not inconsistent with the provisions of this Plan, which the Committee may deem necessary or appropriate from time to time. With respect to the grant of ISOs, the Option Agreement shall not contain any provision that would cause such Option to fail to qualify as an Incentive Stock Option under Section 422 of the Code as of the date of grant. The Committee may approve a form or forms of Option Agreements that the Committee, in its discretion, may specify as the sole forms of Option Agreement effective to grant Options to Optionees under this Plan.

(b) Notwithstanding the date on which an Option Agreement may be executed, the date on which an Option is deemed to be granted shall be the effective date of the approval of an Option by the Committee.

SECTION 12. OPTION EXERCISE AND PAYMENT

(b) A Optionee electing to exercise an Option shall give written notice to the Committee of such election and of the number of full shares he elects to purchase. Options shall be exercisable in such amounts as the Optionee may elect subject to such restrictions as the Committee or this Plan may provide.

(c) Subject to the other provisions of this Plan and applicable state and federal law, payment of the Option price shall be tendered to Bancorp (i) in cash, including certified check, bank draft, or money order, or (ii) at the discretion of the Committee, by delivering a promissory note, containing such terms and conditions acceptable to the Committee, or a combination of the foregoing, for all or a portion of the purchase price of the shares purchased.

SECTION 13. NO RIGHTS AS STOCKHOLDER

Neither the Service Provider nor the personal representatives, heirs, or legatees of such Service Provider shall be, or have any rights or privileges of, a stockholder of Bancorp with respect to any shares subject to an Option unless and until certificates evidencing such shares shall have been issued and delivered to the Service Provider or to such personal representatives, heirs, or legatees.

SECTION 14. NO RIGHTS TO CONTINUED EMPLOYMENT

This Plan and any Option granted under the Plan shall not confer upon any Service Provider any right with respect to continuation of employment by Bank and/or Bancorp, nor shall they interfere in any way with the right of Bank or Bancorp to terminate his employment at any time.

SECTION 15. ADDITIONAL PROPERTY

SECTION 16. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

Except as otherwise provided herein, the instruments evidencing Options granted hereunder shall contain such provisions as the Committee shall deem appropriate to adjust the number and classes of shares covered thereby, or to adjust the Option prices, or both, in the event of the sale or other disposition or distribution by Bancorp of all or a portion of its assets or any change in the outstanding Common Stock of Bancorp by reason of stock dividends, stock split-ups, recapitalizations, reorganizations, mergers, consolidations, combinations, or exchanges of shares or the like, of or by Bancorp. To prevent dilution or enlargement of rights in the event of any such change, the aggregate number and classes of shares for which Options thereafter may be granted under this Plan may be appropriately adjusted as determined by the Committee to reflect such change.

SECTION 17. WITHHOLDING TAXES

The Optionee shall pay to Bank or Bancorp, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of Options under the Plan no later than the date of the event creating the tax liability. In the Committee’s sole discretion, an Optionee (other than a Section 16 Optionee, as defined above, who shall be subject to the following sentence) may elect to have such tax obligations paid, in whole or in part, in shares of Common Stock, including shares retained from the Option creating the tax obligation. With respect to Section 16 Optionees, upon the issuance of shares of Common Stock in respect of an Option, such number of shares issuable shall be reduced, to the extent permitted under the Securities Act, by the number of shares necessary to satisfy such Section 16 Optionee’s federal, and where applicable, state withholding tax obligations. For withholding tax purposes, the value of the shares of Common Stock shall be the Fair Market Value on the date the withholding obligation is incurred. Bank or Bancorp may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionee.

SECTION 18. NECESSITY OF STOCKHOLDER APPROVAL

This Plan and any Options granted hereunder shall be null, void, and of no effect unless this Plan has been previously approved by the holders of Common Stock of Bancorp, voting as a single class, within twelve (12) months after the date of the Plan’s adoption by the Board.

SECTION 19. DURATION AND AMENDMENT OF THE PLAN

(a) No Option may be granted under this Plan after the expiration of ten (10) years from the earlier of: (i) the date this Plan is adopted by the Board or (ii) the date this Plan is approved by the holders of Common Stock of Bancorp voting as a single class.

(b) The Board or, if authorized by the Board, any committee of the Board, may amend, terminate, or suspend this Plan at any time; provided, however, that no such amendment shall, without approval of Bancorp’s stockholders, (i) increase the aggregate number of shares as to which Options may be granted under this Plan except as specified in Section 16 of this Plan; (ii) change the number of shares subject to Options or the date of grant or the exercise price of such Options; (iii) materially modify the requirements concerning eligibility for participation in this Plan; or (iv) materially increase the benefits accruing to Service Providers in this Plan.

(c) No Option may be granted during any suspension of this Plan or after this Plan has been terminated; and no amendment, suspension, or termination shall, without the Service Provider’s consent, alter or impair any of the Service Provider’s rights or obligations under any Option theretofore granted to him under this Plan except insofar as a merger or consolidation of Bancorp or termination of employment of a Service Provider or a liquidation or dissolution shall affect the cancellation of an Option.

SECTION 20. APPLICABLE LAW

To the extent that state laws shall not have been preempted by any laws of the United States, this Plan shall be governed by, and construed in accordance with, the laws of the State of New Jersey. The Plan is intended to comply with Rule 16b-3 promulgated under the Securities Act, and is further intended to be administered in the manner specified in paragraph (c)(2)(ii) of that Rule, and the Committee shall interpret and administer the provisions of the Plan or any Stock Option in a manner consistent therewith. Any provisions inconsistent with such Rule and paragraph shall be inoperative and shall not affect the validity of the Plan.

SECTION 21. BINDING EFFECT

The terms of this Plan shall be binding on its successors and assigns.

SECTION 22. SAVINGS CLAUSE

The invalidity or illegality of any provision herein shall not be deemed to affect the validity of any other provision.

SECTION 23. NO RIGHTS TO CONTINUED DIRECTORSHIP

Nothing in this Plan or in any Stock Option granted hereunder shall confer on any Director any right to continue to serve as a director of Bank and/or Bancorp or shall interfere with or restrict in any way the right, which right is hereby expressly reserved, to remove any Director as a director in accordance with the by-laws and certificate of incorporation of Bank and Bancorp and applicable law.

SECTION 24. MISCELLANEOUS

The terms of this Plan shall be binding on Bancorp, Key Employees, Directors, and their successors and assignees.

Exhibit 4.7

SOMERSET HILLS BANCORP

2007 EQUITY INCENTIVE PLAN ¹

Purpose

The purpose of this 2007 Equity Incentive Plan (the “Plan”) of Somerset Hills Bancorp, a New Jersey corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).

2.	Eligibility

All of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted options or restricted stock awards (each, an “Award”) under the Plan. Each person who has been granted an Award under the Plan shall be deemed a “Participant”.

3.	Administration

The Plan will be administered by the Board. The Board shall have authority to grant Awards, set the terms of such Awards (subject to the terms and conditions of this Plan) and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

4.	Stock Available for Awards

Subject to adjustment under Section 7, Awards may be made under the Plan for up to 125,000 shares of common stock, without par value, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

5.	Stock Options

(a) General . The Board may grant options to purchase Common Stock (each, an “Option”) and, subject to the terms hereof, determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including any vesting period and any conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”.

(b) Incentive Stock Options . An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option.

(c) Exercise Price . The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option agreement; provided, however that the exercise price for an Incentive Stock Option shall be 100% of the “fair market value” of the Common Stock on the date of grant. The exercise price of any Incentive Stock Option granted to a person owning more than ten percent (10%) of the total combined voting power of all classes of stock of the Company (“ Ten Percent Shareholder ”) shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of the grant. The exercise price for any Non-Statutory Stock Option shall be 100% of the “fair market value” of the Common Stock on the date of grant. For purposes hereof, Fair Market Value shall mean the fair market value of the Common Stock as determined by Board from time to time in good faith. As long as the stock is traded on the Nasdaq or another national exchange, the Fair Market Value shall be the closing price on the day of determination as reported by such market.

(d) Duration of Options . Each Option shall be exercisable at such times and subject to such terms and conditions (including any vesting requirements) as the Board may specify in the applicable option agreement provided, however, that no Option will be granted for a term in excess of 10 years and provided further that no Incentive Stock Option granted to a Ten Percent Shareholder may have a term greater than five (5) years.

(e) Exercise of Option . Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised.

(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

(3) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by delivery of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock, if acquired directly from the Company was owned by the Participant at least six months prior to such delivery;

(4) to the extent permitted by applicable law and by the Board, in its sole discretion by such other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of payment.

(g) Substitute Options . In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Options contained in the other sections of this Section 5 or in Section 2.

(h) Limitations on Incentive Stock Options . The aggregate Fair Market Value (determined as of the time an Option is granted) of stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company) shall not exceed one hundred thousand dollars ($100,000). If the Fair Market Value of stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year exceeds $100,000, the Options for the first $100,000 worth of stock to become exercisable in such year shall be Incentive Stock Options and the Options for the amount in excess of $100,000 that become exercisable in that year shall be Non-Statutory Options. In the event that the Code or the regulations promulgated thereunder are amended after the effective date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to Incentive Stock Options, such different limit shall be incorporated herein and shall apply to any Options granted after the effective date of such amendment.

(i) Transferability of Options . Incentive Stock Options granted under this Plan, and any interest therein, shall not be transferable or assignable by the Participant, and may not be made subject to any execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant or any permitted transferee. Non-Statutory Options granted under this Plan shall also generally not be transferable or assignable, provided, however, that any Non-Statutory Option granted hereunder may be transferred by a Participant to members of the Participant’s immediate family, or to any trust or benefit plan established for the benefit of such Participant or immediate family member, or pursuant to the laws of descent and distribution.

6.	Restricted Stock

(a) Grants . The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to require forfeiture of such shares from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”). During the Restricted Period, shares constituting a Restricted Stock Award may not be transferred, although a Participant shall be entitled to exercise other indicia of ownership, including the right to vote such shares and receive any dividends declared on such shares.

(b) Terms and Conditions . The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for forfeiture.

(c) Stock Certificates . The Company may cause shares issued as part of a Restricted Stock Award to be issued in either book entry form or certificated form. Shares issued in book entry form will be maintained in an account at the Company’s transfer agent, and only released to a Participant upon satisfaction of any required restrictions. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.

7.	Adjustments for Changes in Common Stock and Certain Other Events

(a) Changes in Capitalization . In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, and (ii) the number and class of securities and exercise price per share subject to each outstanding Option shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 7(a) applies and Section 7(c) also applies to any event, Section 7(c) shall be applicable to such event, and this Section 7(a) shall not be applicable.

(b) Liquidation or Dissolution . In the event of a proposed liquidation or dissolution of the Company, the Board shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full as of a specified time at least ten (10) business days prior to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may specify the effect of a liquidation or dissolution on any Restricted Stock Award granted under the Plan at the time of the grant.

(1) Definitions

A “Change in Control Event” shall mean:

a reorganization, merger, consolidation or sale of all or substantially all of the assets of the Company, or a similar transaction in which shareholders owning a majority of the voting securities of the Company prior to such transaction fail to own a majority of the voting securities of the Company after such transaction;

individuals who constitute the Incumbent Board (as herein defined) of the Company cease for any reason to constitute a majority thereof;

Without limitation, a Change in Control shall be deemed to have occurred at such time as (i) any “person” (as the term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or the trustees or any administration of any employee stock ownership plan and trust, or any other employee benefit plans, established by Employer from time-to-time is or becomes a “beneficial owner” (as defined in Rule 13-d under the Exchange Act) directly or indirectly, of securities of the Company representing 35% or more of the Company’s outstanding securities ordinarily having the right to vote at the election of directors; or

A proxy statement soliciting proxies from stockholders of the Company is disseminated 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 or transaction are exchanged or converted into cash or property or securities not issued by the Company, and such transaction is approved by a majority of the Company’s voting securities;

A tender offer is made for 35% or more of the voting securities of the Company and the shareholder owning beneficially or of record 35% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender and such tendered shares have been accepted by the tender offeror.

For these purposes, “Incumbent Board” means the Board of Directors on the date hereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a voting of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.

(2) Effect on Options

In the event of a consolidation, reorganization, merger or sale of all or substantially all of the assets of the Company, in each case in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company, the Board shall provide for any one or more of the following actions, as to outstanding Options: (i) provide that such Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) in the event of a merger under the terms of which holders of the Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the merger (the “Merger Price”), make or provide for a cash

payment to the Participants equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such outstanding Options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding Stock Options in exchange for the termination of such Stock Options, and (iii) provide that all or any outstanding Stock Options shall become exercisable in full immediately prior to such event.

(3) Effect on Restricted Stock Awards

Upon the occurrence of a Change in Control Event, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, the vesting schedule of all Restricted Stock Awards shall be accelerated so all shares still subject to conditions or restrictions shall immediately become free from such conditions or restrictions.

(d) Documentation . Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(e) Board Discretion . Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

(f) Termination of Status . The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award. Such determination shall be reflected in the grant agreement evidencing each such Award.

(g) Withholding . Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

(h) Amendment of Award . The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

(i) Conditions on Delivery of Stock . The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any

applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(j) Acceleration . The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

8.	Miscellaneous

(a) No Right To Employment or Other Status . No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b) No Rights As Stockholder . Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Option until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(c) Effective Date and Term of Plan . The Plan shall become effective on the date on which it is approved by the Company’s stockholders, although Awards may be made by the Board subject to such approval. No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.

(d) Amendment of Plan . The Board may amend, suspend or terminate the Plan or any portion thereof at any time.

(e) Governing Law . The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to any applicable conflicts of law.

Exhibit 4.8

SOMERSET HILLS BANCORP

2012 EQUITY INCENTIVE PLAN ¹

1. Purpose

The purpose of this 2012 Equity Incentive Plan (the “Plan”) of Somerset Hills Bancorp, a New Jersey corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).

2. Eligibility

3. Administration

4. Stock Available for Awards

Subject to adjustment under Section 7, Awards may be made under the Plan for up to 150,000 shares of common stock, without par value, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

5. Stock Options

(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(4) to the extent permitted by applicable law and by the Board, in its sole discretion by such other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of payment.

(i) Transferability of Options . Options granted under this Plan, and any interest therein, shall not be transferable or assignable by the Participant, and may not be made subject to any execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant or any permitted transferee.

6. Restricted Stock

(b) Terms and Conditions . The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for forfeiture.

7. Adjustments for Changes in Common Stock and Certain Other Events

(1) Definitions

A “Change in Control Event” shall mean:

individuals who constitute the Incumbent Board (as herein defined) of the Company cease for any reason to constitute a majority thereof;

(2) Effect on Options

In the event of a Change in Control in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, the Board shall provide for any one or more of the following actions, as to outstanding Options: (i) provide that such Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) in the event of a merger under the terms of which holders of the Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the merger (the “Merger Price”), make or provide for a cash payment to the Participants equal to the difference between

(A) the Merger Price times the number of shares of Common Stock subject to such outstanding Options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding Stock Options in exchange for the termination of such Stock Options, and (iii) provide that all or any outstanding Stock Options shall become exercisable in full immediately prior to such event.

(3) Effect on Restricted Stock Awards

such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

8. Miscellaneous

(d) Amendment of Plan . The Board may amend, suspend or terminate the Plan or any portion thereof at any time.

Exhibit 5.1

June 3, 2013

Lakeland Bancorp, Inc.

250 Oak Ridge Road

Oak Ridge, New Jersey 07438

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as special counsel in connection with the preparation of your Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Act ”), registering 376,372 shares of common stock, no par value (“ Common Stock ”), of Lakeland Bancorp, Inc. (the “ Company ”). The shares of Common Stock to which the Registration Statement relates are issuable pursuant to the replacement options resulting in accordance with the consummation of the Agreement and Plan of Merger, dated as of January 28, 2013, between the Company and Somerset Hills Bancorp (the “ New Options ”).

We have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary and appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, the shares of Common Stock covered by the Registration Statement will be, when sold, paid for in full by the participants and issued in accordance with the terms of the New Options, duly authorized, validly issued, fully paid and non-assessable.

Our opinion herein is expressed solely with respect to the federal laws of the United States and the laws of the State of New Jersey. Our opinion is based on these laws as in effect on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ LOWENSTEIN SANDLER LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 15, 2013 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Lakeland Bancorp, Inc. on Form 10-K for the year ended December 31, 2012, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/S/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

June 3, 2013

Exhibit 24.1

POWER OF ATTORNEY

WHEREAS , the undersigned officers and directors of Lakeland Bancorp, Inc. desire to authorize Thomas J. Shara and Joseph F. Hurley to act as their attorneys-in-fact and agents, for the purpose of executing and filing the registrant’s Registration Statement on Form S-8 described below, including all amendments and supplements thereto,

NOW, THEREFORE,

KNOW ALL MEN BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Thomas J. Shara and Joseph F. Hurley, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign the registrant’s Registration Statement on Form S-8, registering the shares of the common stock of Lakeland Bancorp, Inc. that are issuable upon the exercise of stock options converted from options to purchase shares of common stock of Somerset Hills Bancorp to options to purchase the common stock of Lakeland Bancorp, Inc. pursuant to the Agreement and Plan of Merger, dated as of January 28, 2013, by and between Lakeland Bancorp, Inc. and Somerset Hills Bancorp, including any and all amendments and supplements to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF , the undersigned have executed this power of attorney in the following capacities as of May 8, 2013.


Signatures		Title

/s/ Thomas J. Shara Thomas J. Shara		Director, President and Chief Executive Officer (Principal Executive Officer)

/s/ Joseph F. Hurley Joseph F. Hurley		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Bruce D. Bohuny Bruce D. Bohuny		Director

/s/ Roger Bosma Roger Bosma		Director

/s/ Mary Ann Deacon Mary Ann Deacon		Director

/s/ Brian Flynn Brian Flynn		Director

/s/ Mark J. Fredericks Mark J. Fredericks		Director



/s/ Janeth C. Hendershot Janeth C. Hendershot		Director

/s/ Robert E. McCracken Robert E. McCracken		Director

/s/ Robert B. Nicholson III Robert B. Nicholson III		Director

/s/ Joseph P. O’Dowd Joseph P. O’Dowd		Director

/s/ Stephen R. Tilton, Sr. Stephen R. Tilton, Sr.		Director