EXHIBIT 10(i)
1994 CBC BANCORP, INC.
LONG-TERM INCENTIVE PLAN
ARTICLE I
Purpose
The purpose of the 1994 CBC Bancorp, Inc. Long-Term
Incentive Plan (hereinafter referred to as the "Plan") is to
advance the interests of CBC Bancorp, Inc. (the "Corporation")
and its subsidiary, Connecticut Bank of Commerce (the "Bank"), as
well as the Corporation's shareholders by providing incentives
and rewards to the Corporation's employees who are in a position
to contribute to the long-term growth and profitability of the
Corporation and the Bank, assist the Corporation and the Bank in
attracting, retaining and motivating highly qualified employees
for the successful conduct of their business and make the
Corporation's and the Bank's compensation program competitive
with those of other financial services companies.
ARTICLE II
Definitions
2.1 "Change in Control of the Corporation" shall be deemed
to occur in the event that any "person" or "group", within the
meaning of Section 13(d) and 14(d)(2) of the Exchange Act,
acquires, directly or indirectly, beneficial ownership of 51
percent or more of the then outstanding voting securities of the
Corporation and such person on the effective date of this Plan
did not own or control 51 percent or more of the voting
securities of the Corporation.
2.2 "Code" means the Internal Revenue Code of 1986, as now
or hereafter amended.
2.3 "Committee" means the committee established pursuant to
Article IV.
2.4 "Disability" means a Participant's inability to engage
in any substantial gainful activity because of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted, or can be expected to
last, for a continuous period of six (6) months of longer.
2.5 "Employee" shall mean all officers of the Corporation
and of the Bank or other persons serving in a managerial capacity
with the Corporation and the Bank, including officers who are
also directors of the Corporation or of the Bank.
2.6 "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
2.7 "Incentive Stock Option" means any stock option granted
pursuant to this Plan which is designated as such by the
Committee and which complies with Section 422 of the Code.
2.8 "Market Price" shall mean the closing sale price of a
share of Stock as reported on the NASDAQ Small-Cap Market on the
particular day in question or, if no trading occurred on that
day, then, on the last trading day immediately prior to such
date.
2.9 "Non-Qualified Stock Option" means any stock option
granted pursuant to this Plan which is not an Incentive Stock
Option.
2.10 "Outside Director" means a member of the Board of
Directors of the Corporation who is not an Employee.
2.11 "Participant" means a Participant as defined in Article
III.
2.12 "Stock" means the common stock, par value $0.01 per
share, of the Corporation.
ARTICLE III
Participation
The participants ("Participants") in the Plan shall be the
Corporation's or the Bank's Employees serving in an executive or
managerial position who are selected to participate in the Plan
by the Committee of the Board of Directors of the Corporation
named to administer the Plan pursuant to Article IV or the
President of the Corporation or of the Bank acting under
delegated authority pursuant to Article IV hereof.
ARTICLE IV
Administration
The Plan shall be administered and interpreted by a
committee of two or more members of the Board of Directors who
are outside directors (hereinafter referred to as the
"Committee") appointed by the Board. If the Board has appointed a
Compensation Committee, the Committee shall be comprised of the
members of the Compensation Committee that are Outside Directors.
All decisions and acts of the Committee shall be final and
binding upon all Participants. The Committee shall: (i)
determine the number and types of awards to be made under the
Plan; (ii) select the awards to be made to the Participants;
(iii) set the number of options to be awarded and the number of
shares to be awarded out of the total number of shares available
for award; (iv) delegate to the President of the Corporation or
the President of the Bank the right to select the Participants,
to determine the number and types of awards to be made under the
Plan and the allocation of the awards among Employees (other than
the President), such delegation to be subject to such terms and
conditions as the Committee shall provide in such delegation; (v)
establish administrative regulations to further the purpose of
the Plan; and (vi) take any other action desirable or necessary
to interpret, construe or implement properly the provisions of
the Plan.
ARTICLE V
Awards
5.1 Form of Awards. Awards under this Plan may be in any
of the following forms (or a combination thereof): (i) stock
option awards in accordance with Article VI; or (ii) Performance
Awards in accordance with Article VII. All awards (other than
Performance Awards) shall be made pursuant to award agreements
between the Participant and the Corporation substantially in the
form of Exhibit A hereto or in such form as the Participant and
the Corporation may otherwise mutually agree.
5.2 Maximum Amount Available. The total number of shares
of Stock optioned under this Plan during the term of the Plan
shall not exceed 250,000 shares except as increased or otherwise
adjusted in accordance with Section 5.3. No Participant may be
granted option awards which would result in the Participant
receiving, in the aggregate, more than 50% of the maximum number
of shares available for award under the Plan. Solely for purpose
of computing the total number of shares of Stock optioned under
this Plan, there shall not be counted any shares which have been
forfeited if the Participant received no benefits of ownership
from the Stock and any shares covered by an option which, prior
to such computation, has been terminated in accordance with its
terms or has been canceled by the Participant or the Corporation.
5.3 Adjustment in the Event of Recapitalization, Etc. In
the event of any change in the capital structure of the
Corporation by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange
of shares or other similar corporate change (including the
exercise of warrants and the conversion of any equity or debt
securities of the Corporation convertible into shares of Stock)
or in the event of any special distribution to stockholders, the
number of shares and prices per share applicable to options then
outstanding and in the number of shares which are available
thereafter for Stock Option Awards (as defined in Section 6.1) or
other awards, both under the Plan as a whole and with respect to
individuals, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Stock; provided,
however, that any fractional shares resulting from any such
adjustment shall be eliminated.
ARTICLE VI
Stock Options
6.1 Grant of Award. The Corporation may award options to
purchase Stock (hereinafter referred to as "Stock Option Awards")
to such Participants (other than Outside Directors) as the
Committee or the President of the Corporation or of the Bank,
acting under delegated authority pursuant to Article IV,
authorizes and under such terms as the Committee establishes. The
Committee shall determine with respect to each Stock Option Award
and designate in the grant whether a Participant is to receive an
Incentive Stock Option or a Non-Qualified Option.
6.2 Option Price. Except as otherwise provided in this
Section 6.2, the option price of each share of Stock subject to a
Stock Option Award shall be (i) the Market Price of a share of
Stock on the trading date immediately preceding the date of grant
and (ii) specified in the grant. Notwithstanding the preceding
sentence to the contrary, if the Participant to whom an Incentive
Stock Option is granted owns, at the time of the grant, more than
ten percent (10%) of the combined voting power of the
Corporation, the option price shall not be less than one hundred
ten percent (110%) of the Market Price described in the preceding
sentence.
6.3 Terms of Option. A stock option by its terms shall not
be transferable by the Participant other than by will or the laws
of descent and distribution, and, during the Participant's
lifetime, shall be exercisable only by the Participant. In
addition, a stock option by its terms shall be of ten years'
duration, except that an Incentive Stock Option granted to a
Participant who, at the time of the grant, owns Stock
representing more than ten percent (10%) of the combined voting
power of the Corporation shall by its terms be of no more than
five years' duration. A stock option by its terms shall be
exercisable only after the earliest of: (i) such period of time
as the Committee (or its delegatee) shall determine and specify
in the grant, but in no event more than one year following the
date of grant of such award; (ii) the Participant's death or
Disability; or (iii) a Change in Control of the Corporation.
An option is only exercisable by a Participant while the
Participant is in active employment with the Corporation or the
Bank, except (i) in the case of the Participant's death or
Disability, at any time during the thirty-six month period
following the Participant's death or Disability; (ii) during a
six-month period commencing on the date of a Participant's
termination of employment by the Corporation or the Bank other
than for cause; (iii) during the three-year period commencing on
the date of the Participant's termination of employment, by the
Participant or the Corporation or Bank, as the case may be, after
a Change in Control of the Corporation, unless such termination
of employment is for cause; or (iv) if the Committee decides that
it is in the best interest of the Corporation or the Bank to
permit individual exceptions. An option may not be exercised
pursuant to this Section 6.3 after the expiration date of the
option.
6.4 Exercise of the Option. An option may be exercised
with respect to part or all of the shares subject to the option
by giving written notice to the Corporation of the exercise of
the option. The option price for the shares for which an option
is exercised shall be paid on or within ten (10) business days
after the date of exercise in cash, by certified check or money
order, in whole shares of Stock owned by the Participant prior to
exercising the option, or in a combination of cash and such
shares of Stock or on such terms and conditions as the Committee
determines. The value of any share of Stock delivered in payment
of the option price shall be its Market Price on the date the
option is exercised.
6.5 Dividends on Shares Covered By Options. The Committee
may, in its discretion, grant to Participants holding stock
options the right to receive, with respect to each share covered
by an option, payments of amounts equal to the regular cash
dividends paid to holders of Stock during the period that the
option is outstanding.
ARTICLE VII
Performance Awards
Subject to compliance with applicable provisions of law, the
Committee or the President of the Corporation or of the Bank
acting under delegated authority pursuant to Article IV hereof,
may grant, either alone or in addition to other awards granted
under the Plan, cash awards based on a Participant's job
performance ("Performance Awards") to such Participants as the
Committee or the President of the Corporation or of the Bank (as
to Employees other than the President), acting under delegated
authority pursuant to Article IV hereof, authorizes and under
such terms as the Committee or the President of the Corporation
or of the Bank, as the case may be, establishes. Performance
Awards may be paid in cash or any other form of property as the
Committee (or its delegatee) shall determine. Performance Awards
shall entitle the Participant to receive an award if the measures
of performance or other criteria established by the Committee or
the President of the Corporation or the Bank, acting under
delegated authority, are met. The measures of performance or
other criteria shall be established by the Committee or by the
President of the Corporation or of the Bank, acting pursuant to
delegated authority. The Committee or the President of the
Corporation or of the Bank, acting pursuant to delegated
authority, shall determine the times at which Performance Awards
are to be made and all conditions of such awards. Performance
Awards shall be subject to any applicable federal, state or local
withholding tax requirements.
ARTICLE VIII
Withholding
In order to enable the Corporation to meet any applicable
federal, state or local withholding tax requirements arising as a
result of the exercise of a stock option, a Participant shall pay
to the Corporation the amount of tax to be withheld. In the
alternative, the Participant may elect to satisfy such obligation
(i) by having the Corporation withhold shares that otherwise
would be delivered to the Participant pursuant to the exercise of
the Option for which the tax is being withheld, (ii) by
delivering to the Corporation other shares of Stock owned by the
Participant prior to exercising the option or (iii) by making a
payment to the Corporation consisting of a combination of cash
and such shares of Stock. Such election shall be subject to the
following: (a) the election shall be made in such manner as may
be prescribed by the Committee; (b) the election shall be made
prior to the date to be used to determine the tax to be withheld;
and (c) if the Participant is a person subject to Section 16 of
the Exchange Act, the election shall be irrevocable and shall be
made within six months after the grant of the option, except that
this six-month limitation shall not apply in the event the
Participant delivers to the Corporation previously owned shares
of Stock, and shall be made either at least six months prior to
the date to be used to determine the tax to be withheld or during
a ten-day period beginning on the third business day following
the date of release of the quarterly or annual consolidated
balance sheets and statements of operations and ending on the
12th business day following such date.
ARTICLE IX
General Provisions
9.1 Any assignment or transfer of any awards without the
written consent of the Corporation shall be null and void.
9.2 Nothing contained herein shall require the Corporation
or the Bank to segregate any monies from its general funds, or to
create any trusts or to make any special deposits for any
immediate or deferred amounts payable to a Participant for any
year.
9.3 Participation in this Plan shall not affect the
Corporation's right to discharge a Participant or constitute an
agreement of employment between a Participant and the Corporation
or the Bank, as the case may be.
ARTICLE X
Amendment, Suspension or Termination of the Plan
10.1 General Rule. The Board of Directors may suspend,
terminate or amend the Plan, including but not limited to such
amendments as may be necessary or desirable resulting from
changes in the federal income tax laws and other applicable laws,
but may not, without the approval by the holders of a majority of
all outstanding shares entitled to vote on the subject at a
meeting of the stockholders of the Corporation, (i) increase the
total number of shares of Stock that may be optioned under the
Plan or (ii) amend any provision of the Plan which, with respect
to officers (as defined in Rule 16a-1(f) of the Exchange Act) of
the Corporation or of the Bank, materially modifies the
eligibility requirements, materially increases the benefits or
materially increases the number of shares issuable. No
suspension, termination or amendment of the Plan shall affect the
rights of Participants under options granted prior to any such
event.
10.2 Compliance with Rule 16b-3. With respect to persons
subject to Section 16 of the Exchange Act, transactions under the
Plan are intended to comply with the requirements of Rule 16b-3
under the Exchange Act, as applicable during the term of the
Plan. To the extent that any provision of the Plan or action by
the Committee or its delegees fail to so comply, it shall be
deemed null and void, to the extent permitted by law. Should the
requirements of Rule 16b-3 change, the Board of Directors may
amend this Plan to comply with the requirements of that rule or
its successor provision or provisions.
ARTICLE XI
Effective Date and Duration of the Plan
This Plan shall be effective on the date of the approval of
the Plan by the holders of a majority of the shares of Stock;
provided, however, that the adoption of the Plan is subject to
such stockholder approval within twelve (12) months before or
after the date of adoption of the Plan by the Board of Directors.
The Plan shall be null and void and of no effect if the foregoing
condition is not fulfilled, and in such event each Stock Option
Award hereunder shall, notwithstanding any of the preceding
provisions of the Plan, be null and void and of no effect.
EXHIBIT A
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated as of
__________, 199__, by and between __________ (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, CBC hereby grants to Optionee an option (the
"Option") to purchase __________ shares of CBC common stock, par
value $0.01 per share (the "Common Stock") at a purchase price of
$_____ per share (the "Option Price") representing the Market
Price (as hereinafter defined) of a share of Common Stock on the
trading day immediately preceding the date of grant. If the
Optionee to whom an Option is granted owns, at the time of the
grant, more than ten percent (10%) of the combined voting power
of CBC, the Option Price shall not be less than one hundred ten
percent (110%) of the Market Price described in the preceding
sentence. For purposes of this Agreement, "Market Price" shall
mean the closing sale price of a share of CBC Common Stock as
reported on the NASDAQ Small-Cap Market on the particular day in
question, or, if no trading occurred on that day, then, on the
last trading day immediately prior to such day. 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. Terms of Option. The Option shall not be transferable
by the Optionee other than by will or the laws of descent and
distribution, and, during the Optionee's lifetime, shall be
exercisable only by the Optionee. In addition, the Option shall
be of ten years' duration, except that an Option granted to an
Optionee who, at the time of the grant, owns Common Stock
representing more than ten percent (10%) of the combined voting
power of CBC shall by its terms be of no more than five years'
duration. The Option shall be exercisable only after the earliest
of: (i) __________, 199__ (a date no more than one year
following the date of grant of the Option), (ii) the Optionee's
death or Disability (as hereinafter defined); or (iii) a Change
in Control of CBC (as hereinafter defined). For purposes of this
Agreement the term "Disability" shall mean an Optionee's
inability to engage in any substantial gainful activity because
of any medically determinable physical or mental impairment which
can be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of six (6) months of
longer. For purposes of this Agreement, a "Change in Control of
CBC" shall be deemed to have occurred in the event that any
"person" or "group", within the meaning of Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), acquires, directly or indirectly, beneficial
ownership of 51 percent or more of the then outstanding voting
securities of CBC and such person on the effective date of CBC's
Long-Term Incentive Plan (the "Plan") did not own or control 51
percent or more of the voting securities of CBC.
3. Exercise and Termination of the Option. (a) The Option
is only exercisable by the Optionee while the Optionee is in
active employment with CBC or the Bank, except (i) in the case of
the Optionee's death or Disability, at any time during the thirty-
six month period following the Optionee's death or Disability;
(ii) during a six-month period commencing on the date of the
Optionee's termination of employment by CBC or the Bank other
than for cause; (iii) during the three-year period commencing on
the date of the Optionee's termination of employment, by the
Optionee or CBC or Bank, as the case may be, after a Change in
Control of CBC, unless such termination of employment is for
cause; or (iv) if the members of CBC's Compensation Committee who
are outside directors or, if no such Committee has been
established, the Committee of two or more members of CBC's Board
of Directors who are outside directors appointed by the Board of
Directors to administer the Plan (the "Committee"), decide that
it is in the best interest of CBC or the Bank to permit
individual exceptions. The Option may not be exercised pursuant
to this Section 3 after the expiration date of the Option. (b)
The Option may be exercised by the Optionee with respect to part
or all of the Option Shares subject to the Option by giving
written notice to CBC of the exercise of the Option. The Option
Price for the shares of Common Stock for which the Option is
exercised shall be paid on or within ten (10) business days after
the date of exercise in cash, by certified check or money order,
in whole shares of Common Stock owned by the Optionee prior to
exercising the Option, or in a combination of cash and such
shares of Common Stock or on such terms and conditions as the
Committee determines. The value of any share of Stock delivered
in payment of the option price shall be its Market Price on the
date the option is exercised. (c) In order to enable CBC to meet
any applicable federal, state or local withholding tax
requirements arising as a result of the exercise of the Option,
the Optionee shall pay to CBC the amount of tax to be withheld.
In the alternative, the Optionee may elect to satisfy such
obligation (i) by having CBC withhold shares of Common Stock that
otherwise would be delivered to the Optionee pursuant to the
exercise of the Option for which the tax is being withheld, (ii)
by delivering to CBC other shares of Common Stock owned by the
Optionee prior to exercising the Option or (iii) by making a
payment to CBC consisting of a combination of cash and such
shares of Common Stock. Such election shall be subject to the
following: (a) the election shall be made in such manner as may
be prescribed by the Committee; (b) the election shall be made
prior to the date to be used to determine the tax to be withheld;
and (c) if the Optionee is a person subject to Section 16 of the
Exchange Act, the election shall be irrevocable and shall be made
within six months after the grant of the Option, except that this
six-month limitation shall not apply in the event the Optionee
delivers to CBC previously owned shares of Common Stock, and
shall be made either at least six months prior to the date to be
used to determine the tax to be withheld or during a ten-day
period beginning on the third business day following the date of
release of the quarterly or annual consolidated balance sheets
and statements of operations and ending on the 12th business day
following such date.
4. Adjustment Upon Changes in Capitalization. In the
event of any change in the capital structure of CBC by reason of
any stock split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other similar
corporate change (including the exercise of warrants and the
conversion of any equity or debt securities of CBC convertible
into shares of Common Stock) or in the event of any special
distribution to stockholders, the number of Option Shares and the
Option Price per share applicable to the Option granted
hereunder, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock;
provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated.
5. 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.
6. 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.
7. 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.
8. 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.
9. Counterparts. This Agreement may be executed in
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:___________________________
CBC BANCORP, INC.
BY:___________________________