EXHIBIT 10(g)
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated and
effective as of __________, 1994, by and between Charles
Pignatelli (the "Optionee") and CBC Bancorp, Inc. ("CBC"), a
Connecticut corporation and parent company of the Connecticut
Bank of Commerce (the "Bank").
WHEREAS, the Optionee is regarded as a key employee of CBC
and the Bank, and the respective Board of Directors of CBC and of
the Bank has each determined that it would be to the advantage
and in the interest of CBC and the Bank and the shareholders of
CBC to grant the option provided for herein to the Optionee as an
inducement to remain in the service of CBC and the Bank as an
incentive for increased effort during such service; and
WHEREAS, CBC and the Optionee wish to set forth the terms
and conditions of the option granted to Optionee hereunder.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the parties
hereto hereby agree as follows:
1. Grant of Option. On the terms and conditions contained
in this Agreement and subject to the vesting requirements
contained in Section 2 hereof, CBC hereby grants to Optionee an
option (the "Option") to purchase in the aggregate such number of
shares of common stock, par value $0.01 per share (the "Common
Stock") of CBC as shall represent 5 percent of the total Common
Stock issued and outstanding at the time of exercise at a price
of $1.25 per share. Any shares of Common Stock issued upon
exercise of all or part of the Option are referred to herein as
the "Option Shares". The number of shares of Common Stock that
may be received upon exercise of the Option is subject to further
adjustment from time to time as provided for herein.
2. Exercise of Option. The Option shall vest and be
exercisable by the Optionee at the rate of 1 percent of the
issued and outstanding shares of Common Stock for each year of
employment. The first anniversary of Optionee's employment is
November 22, 1994. The Optionee's Option will fully vest on
November 22, 1998, the fifth anniversary of the Optionee's
employment. The Option shall be exercisable during the period
commencing on the date the Option vests and ending ten years from
the date of such vesting (the "Option Period"). Any Option not
exercised by the Optionee during the Option Period shall
terminate. In the event Optionee wishes to exercise the Option,
Optionee shall send a written notice to CBC specifying the total
number of Option Shares it wishes to purchase and a place and
date between one and ten business days inclusive from the date
such notice is given for the closing of such purchase (the
"Closing"), provided, however, that the Closing shall not occur
prior to the receipt of all required regulatory approvals, if
any, in respect of such exercise.
3. Termination This Option shall terminate and be of no
force or effect upon the happening of whichever of the following
events occurs first:
(a) The expiration of the Option Period.
(b) The termination of the Optionee's employment with CBC
or the Bank; provided, however, that, to the extent the Option is
exercisable immediately prior to such termination of employment,
this Option shall remain exercisable by the Optionee for all
Options which have vested pursuant to Section 2 hereof.
(c) The expiration of thirty-six months after the death of
the Optionee, provided, however, that the Optionee's estate,
personal representative or beneficiary, as the case may be, shall
have the right to exercise the Option to the extent the Option
was exercisable immediately prior to the Optionee's death and the
Option is exercised by the Optionee's estate, personal
representative or beneficiary during the thirty-six month period.
4. Registration Rights. Under the terms set forth in
Section 4(b) hereof, the Optionee shall have the right to demand
registration by CBC of the Option Shares in a registration
statement under the Securities Act (the "Registration Statement")
and CBC shall cause such Registration Statement to become
effective and remain current in order to permit the sale of other
disposition of this Option and any Option Shares in accordance
with any plan of disposition adopted by Optionee. In connection
with such registration, CBC shall cause to be delivered to
Optionee such certificates, opinions, accountants' letters and
other documents as Optionee shall reasonably request. All
expenses incurred by CBC in complying with the provisions of this
Section 4, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel
for CBC and blue sky fees and expenses shall be paid by CBC,
except that all underwriting discounts and selling commissions
and all fees and disbursements of counsel for Optionee shall be
paid by Optionee whose Option or Option Shares are the subject of
such registration.
5. Payment and Delivery of Certificates. At any Closing
hereunder, Optionee will make payment to CBC of the aggregate
price for the Option Shares so purchased by delivery of cash,
certified check or money order and CBC will deliver to Optionee a
stock certificate or certificates representing the number of
Option Shares so purchased, registered in the name of Optionee or
Optionee's designee in such denominations as were specified by
Optionee in his notice of exercise.
6. Representations and Warranties of CBC. CBC hereby
represents and warrants to Optionee as follows:
(a) Authority Relative to this Agreement. CBC has
full corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors of CBC and no other
corporate proceedings on the part of CBC are necessary to
authorize this Agreement or to consummate the transactions so
contemplated. This Agreement has been duly and validly executed
and delivered by CBC and constitutes a valid and binding
agreement of CBC, enforceable against CBC in accordance with its
terms.
(b) Option Shares. CBC has taken all necessary
corporate action to authorize and reserve and to permit it to
issue, and at all times, from the date hereof through the
termination of this Agreement in accordance with its terms, will
have reserved for issuance upon the exercise of the Option such
number of shares of Common Stock as may be required to be issued
under this Option. All Option Shares, upon issuance pursuant
hereto, shall be duly authorized, validly issued, fully paid,
nonassessable, and shall be delivered free and clear of all
claims, liens, encumbrances and security interests and not
subject to any preemptive rights.
7. Adjustment Upon Changes in Capitalization. In the
event of any change in the shares of Common Stock by reason of a
stock dividend, stock split, merger, recapitalization,
combination, conversion, exchange of shares or the like, the
number and kind of Option Shares subject to the Option and the
purchase price per Option Share shall be appropriately adjusted.
8. Filings and Consents. Optionee and CBC each will use
its best efforts to make all filings with, and to obtain consents
of, CBC's shareholders and all other third parties and
governmental authorities necessary to the consummation of the
transactions contemplated by this Agreement.
9. Specific Performance. The parties hereto acknowledge
that damages would constitute an inadequate remedy for a breach
of this Agreement and that the obligations of the parties hereto
shall be specifically enforceable.
10. Assignability. This Option is not assignable or
transferable by the Optionee otherwise than by will or the laws
of descent and distribution and is exercisable during Optionee's
lifetime only by the Optionee.
11. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not effect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
12. Notices. All notices, requests, claims, demands and
other communications hereunder shall be deemed to have been duly
given when delivered in person, by cable, telegram or telex, or
by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:
(a) If to Optionee, to:
Charles Pignatelli
c/o Connecticut Bank of Commerce
128 Amity Road
Woodbridge, Connecticut 06525
(b) If to CBC, to:
Corporate Secretary
CBC Bancorp, Inc.
128 Amity Road
Woodbridge, Connecticut 06525
or to such other address as the person to whom notice is to be
given may have previously furnished to the others in writing in
the manner set forth above (provided that notice of any change of
address shall be effective only upon receipt thereof).
13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Connecticut, regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws thereof.
14. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, CBC has caused this Agreement to be duly
executed by its duly authorized officer, and the Optionee has
hereunto set his hand, all as of the day and year first above
written.
OPTIONEE
BY:___________________________
Charles Pignatelli
CBC BANCORP, INC.
BY:___________________________