Form of Incentive Stock Option Agreement

Exhibit 10.20


Name:______________________________

No. of Options:_____________________


1ST CONSTITUTION BANCORP

INCENTIVE STOCK OPTION AGREEMENT

This INCENTIVE STOCK OPTION AGREEMENT (this " Agreement" ) is made this ________day of _______, 200__(the " Award Date" ) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the " Company" ) and ___________________ (the " Participant" ). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company' s 2005 Equity Incentive Plan, as it may be amended from time to time (the " Plan" ).

1. Grant of Option . The Company hereby grants to the Participant the right and option (the " Option" ) to purchase ______ shares of the Company' s common stock, no par value (the " Shares" ) at a price of $ [no less than FMV of Award Date] per share (the " Option Price" ) pursuant to the Plan, subject to the terms and conditions of the Plan and this Agreement. The Option shall expire on ________________ (the " Expiration Date" ).

2. Type of Option . To the extent possible, this Option is intended to be treated by the Company as an " incentive stock option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the " Code" ). To the extent that, at or subsequent to grant, all or a portion of the Option ceases to qualify as an incentive stock option because of a failure to satisfy the requirements of Section 422 of the Code, all or such portion of the Option shall be treated by the Company as a " nonqualified stock option" .

3. Incorporation by Reference of the Plan . The Plan is hereby incorporated by reference into this Agreement. The Participant hereby acknowledges receipt of a copy of the Plan and represents and warrants to the Company that the Participant has read and understands the terms and conditions of the Plan. The execution of this Agreement by the Participant constitutes the Participant' s acceptance of and agreement to the terms and conditions of the Plan and this Agreement.

4. Vesting of Option . Unless the Committee provides for earlier vesting, the Option shall vest in accordance with the following schedule:


Percentage of Options

Scheduled Vesting Date

________________ _____anniversary of Award Date ________________ _____anniversary of Award Date

5. Exercise . The Participant may exercise some or all of the Option by delivering to the Company, a completed notice of exercise in the form attached to this Agreement, together with payment in full of the aggregate Exercise Price.

6. Form of Payment . Payment of the aggregate Exercise Price may be made in one of the following methods:

(a)

Cash, certified or bank cashier' s check.

(b) Shares of the Company' s common stock duly endorsed for transfer to the Company with signature guaranteed, which may be (i) shares which were received by the Participant upon exercise of one or more incentive stock options, but only if such shares had been held by the Participant for a least the greater of (A) two years from the date the incentive stock opti ...