1ST CONSTITUTION BANCORP
EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
ARTICLE I. PURPOSES
The purposes of the Employee Stock Option and Restricted Stock Plan (the "Plan") are (i) to attract and retain
highly-qualified employees, (ii) to align employee and stockholder long-term interests by creating a direct link
between compensation and stockholder return, (iii) to enable employees of 1st Constitution Bancorp (the
"Company") and its Subsidiaries to develop and maintain stock ownership positions in the Company, and (iv) 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 (a) "incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, (b) nonqualified stock options and (c) Restricted Stock (as defined herein).
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.
"CAUSE" shall mean (i) the conviction of the Participant of a felony by a court of competent jurisdiction, (ii) the
indictment of the Participant by a state or Federal grand jury of competent jurisdiction for embezzlement or
misappropriation of funds of an Affiliate or for any act of dishonesty or lack of fidelity towards an Affiliate, (iii) the
written confession by the Participant of any act of dishonesty towards an Affiliate or any embezzlement or
misappropriation of an Affiliate's funds, or (iv) any act which notwithstanding the foregoing, results in the
Employee's termination for Just Cause under any separate Employment Agreement with any Affiliate.
"CHANGE IN CONTROL" shall mean the occurrence of one or more of the following