EXHIBIT 1
TO STOCK OPTION GRANT
SUSSEX BANCORP
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STOCK OPTION EXERCISE AGREEMENT
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This Agreement is made this ________ day of ________________, 20 ____
between Sussex Bancorp (the "Company"), and the Optionee named below
("Optionee").
Optionee:_______________________________________________________________________
Social Security Number:_________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Number of Shares Purchased:_____________________________________________________
Price Per Share:________________________________________________________________
Aggregate Purchase Price:_______________________________________________________
Date of Option Grant:___________________________________________________________
Type of Options Exercised: Incentive:_________________
Nonqualified:______________
Optionee hereby delivers to the Company the Aggregate Purchase Price, to the
extent permitted in the Option Grant, as follows {check as applicable and
complete}:
{} cash (check) in the amount of $_____________, receipt of which is
acknowledged by the Company;
{} by delivery of _____________ fully-paid, nonassessable and vested
shares of the Common Stock of the Company owned by Optionee and owned
free and clear of all liens, claims, encumbrances or security
interests, valued at the current fair market value of $______________
per share (as determined by the Board of Directors of the Company in
good faith);
{} by the waiver hereby of compensation due or accrued for services
rendered in the amount of $______________;
{} by delivery of all of the proceeds of a loan from a third party or the
Company in the amount of $______________, which loan is guaranteed by
the Company; and
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{} by delivery of a "same day sale" commitment from the Optionee and a
broker-dealer that is a member of the National Association of
Securities Dealers, Inc. (an "NASD Dealer") whereby the Optionee
irrevocably elects to exercise the Option and to sell a portion of the
Shares so purchased to pay for the exercise price of $______________
and whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the exercise price directly to the Company (this
payment method may be used only if a public market for the Company's
stock exists); or
{} by delivery of a "margin" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise this option
and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of
the exercise price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price of
$______________ directly to the Company (this payment method may be
used only if a public market for the Company's stock exists).
The Company and Optionee hereby agree as follows:
1. Purchase of Shares. On this date and subject to the terms and
conditions of this Agreement, Optionee hereby exercises the Stock Option Grant
between the Company and Optionee dated as of the Date of Option Grant set forth
above (the "Grant"), with respect to the Number of Shares Purchased set forth
above of the Company's Common Stock (the "Shares") at an aggregate purchase
price equal to the Aggregate Purchase Price set forth above (the "Purchase
Price") and the Price per Share set forth above (the "Purchase Price Per
Share"). The term "Shares" refers to the Shares purchased under this Agreement
and includes all securities received (a) in replacement of the Shares, and (b)
as a result of stock dividends or stock splits in respect of the Shares.
Capitalized terms used herein that are not defined herein have the definitions
ascribed to them in the Plan or the Grant.
2. Representations of Purchaser. Optionee represents and warrants to
the Company that:
a. Optionee has received, read and understood the Company's 2001
Equity Incentive Compensation Plan (the "Plan") and the Grant
and agrees to abide by and be bound by their terms and
conditions.
b. Optionee agrees that the Shares are subject to the terms,
conditions and restrictions of the Plan, the Grant and this
Agreement and that no other terms, conditions or
restrictions, whether oral or written, shall govern.
a.
3. Compliance with Securities Laws. Optionee understands and
acknowledges that the exercise of any rights to purchase any Shares is expressly
conditioned upon compliance with the Securities Act of 1933 (the "1933 Act") and
all applicable state securities laws. Optionee agrees to cooperate with the
Company to ensure compliance with such laws.
4. Entire Agreement. The Plan and Grant are incorporated herein by
reference. This Agreement, the Plan and the Grant constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
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and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by New Jersey law except for that body of law
pertaining to conflict of laws.
[Remainder of Page Intentionally Blank]
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SUBMITTED BY:
OPTIONEE ________________________________
[Print Name]
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[Signature]
DATED: ________________________________
ADDRESS: ________________________________
________________________________
ACCEPTED BY:
SUSSEX BANCORP
By:_____________________________________
Name:
Title:
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SUSSEX BANCORP
REVOCABLE PROXY FOR
ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2001
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Xxxxxxx X. Xxxxxxx and Xxxxx X.
Xxxxxxxx and each of them, with full power of substitution, to vote all of the
shares of Sussex Bancorp (the "Company") standing in the undersigned's name at
the Annual Meeting of Shareholders of the Company, to be held at the Augusta
office of The Sussex County State Bank (the "Bank"), 000 Xxxxx 000, Xxxxxxx, Xxx
Xxxxxx, xx Wednesday, April 25, 2001, at 10:30 A.M., and at any adjournment
thereof. The undersigned hereby revokes any and all proxies heretofore given
with respect to such meeting.
This proxy will be voted as specified below. If no choice is specified,
the proxy will be voted "FOR" Management's nominees to the Board of Directors
and "FOR" approval of the 2001 Stock Option Plan.
The Board of Directors recommends a vote for its nominees.
1. Election of the following three (3) nominees to each serve on the
Board of Directors for a term of three (3) years and until their
successors are elected and duly qualified: Xxxxx Xxxxxxxx, Xxxxxxx
X. Xxxxxx, Xxxxx Xxxxxxxx
[_] FOR ALL NOMINEES
TO WITHHOLD AUTHORITY FOR ANY OF THE ABOVE NAMED NOMINEES, PRINT THE
NOMINEE'S NAME ON THE LINE BELOW:
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|_| WITHHOLD AUTHORITY FOR ALL NOMINEES
2. Approval of the Sussex Bancorp 2001 Stock Option Plan, which
provides for options to purchase 165,000 shares of Common Stock to
be issued to officers, employees and directors of the Company and
its affiliates.
|_| FOR
|_| AGAINST
|_| ABSTAIN
3. In their discretion, such other business as may properly come
before the meeting.
Dated: , 2001.
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Signature
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Signature
(Please sign exactly as your name appears. When signing as an executor,
administrator, guardian, trustee or attorney, please give your title as such. If
signer is a corporation, please sign the full corporate name and then an
authorized officer should sign his name and print his name and title below his
signature. If the shares are held in joint name, all joint owners should sign.)
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE.