Non Qualified Stock Option Agreement

Exhibit 10.2


Name:

________________________

No. of Options: _________________


1ST CONSTITUTION BANCORP

2006 DIRECTORS STOCK PLAN

NONQUALIFIED STOCK OPTION AGREEMENT


This NONQUALIFIED 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 2006 Directors Stock 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 . This Option will not be treated by the Company as an " incentive stock option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended.


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 Company' s Board of Directors (the " Board" ) provides for earlier vesting, the Option shall vest in accordance with the following schedule:


Percentage of Options

Scheduled Vesting Date


________________

Immediately


________________

____ 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 and, if applicable, withholding taxes.


6. Form of Payment . Payment of the aggregate Exercise Price and, if applicable, withholding taxes, 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 exerci ...