1ST CONSTITUTION BANCORP
DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN
ARTICLE I. PURPOSES
The purposes of the Directors Stock Option and Restricted Stock Plan (the "Plan") are (i) to attract and retain
highly-qualified members of the Board (as defined herein), (ii) to enable directors of 1st Constitution Bancorp
(the "Company") and its Subsidiaries to develop and maintain stock ownership positions in the Company, and (iii)
to provide incentives to such employees to contribute to the success of the Company. To achieve these
objectives, the Plan provides for the granting of nonqualified stock options and Restricted Stock (as defined
ARTICLE II. DEFINITIONS
Whenever the following term" are used in this Plan, they shall have the meaning specified below:
"AFFILIATE" shall mean the Company or a Subsidiary.
"AGREEMENT" shall mean a written agreement between the Company and a Participant reflecting the granting
of an Option or Restricted Stock, as the case may be.
"BOARD" shall mean the Board of Directors of the Company.
"CHANGE IN CONTROL" shall mean the occurrence of one or more of the following events: (i) the Company
acquires actual knowledge that any person as such term in used in sections 13(d)(3) and 14(d)(2) of the
Exchange Act) other than an Affiliate is or becomes the beneficial owner (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the combined
voting power of the Company's then outstanding securities, (ii) the first purchase of Common Stock pursuant to a
tender or exchange offer (other than a tender or exchange offer made by an Affiliate), (iii) the approval by the
Company's stockholders of (a) a merger or consolidation of the Company with or into another corporation (other
than a merger or consolidation in which the Company is the surviving corporation and which does not result in
any reclassification or reorganization of the Company's then outstanding shares of Common