CENIT BANCORP, INC.
ALTERNATIVE STOCK APPRECIATION RIGHT AGREEMENT
(Officers)
GRANTEE: Roger J. Lambert
DATE OF GRANT: September 22, 1998
NUMBER OF SHARES: 3,000
PRICE: $22.25
This Alternative Stock Appreciation Right Agreement is made as of the above
date of grant by and between CENIT Bancorp, Inc. ("Corporation") and the above
named Grantee to implement the grant to the Grantee of the Alternative Stock
Appreciation Right described herein ("Right"), made by the Compensation
Committee of the Corporation on September 22, 1998. This Right is independent of
and is not granted under the CENIT Long-Term Incentive Plan ("Long-Term Plan"),
but for convenience, capitalized terms used herein shall have the same meaning
as defined in the Long-Term Plan unless otherwise defined herein or unless the
context requires otherwise. For purposes of this Right, "terminate employment"
and "termination of employment" shall mean terminate employment or termination
of employment with
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Bancorp and/or a Subsidiary as a consequence of which the Optionee is no longer
employed by Bancorp or any Subsidiary.
The grant to Grantee of this Right by the Corporation is made on the
following terms and conditions:
1. (a) This Right shall become exercisable as follows:
If Grantee Is Continuously Right Is Exercisable As
Employed With Corporation and/or To This Number of Shares
Subsidiaries Through This Date: On That Date:
September 22, 1999 750
September 22, 2000 750
September 22, 2001 750
September 22, 2002 750
(b) Notwithstanding subparagraph 1(a), and subject to subparagraph
1(d), this Right shall become exercisable in full upon the earliest of:
(1) A Change in Control with respect to the Corporation;
(2) The date of the Grantee's Retirement;
(3) The date of the Grantee's death; or
(4) The date of the Grantee's Permanent Disability,
as determined by the Committee.
(c) Notwithstanding subparagraph 1(a), and subject to subparagraph
1(d), (1) if the Grantee terminates employment (other than for cause or
after cause exists) prior to Retirement but after attaining age fifty-five
(55) and completing ten (10)
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years of continuous employment with the Corporation and/or its Subsidiaries, and
(2) if upon termination of employment, the Grantee enters into a noncompetition
agreement with the Corporation that is satisfactory to the Committee, in its
sole discretion, this Right shall continue to become exercisable in accordance
with the schedule in subparagraph 1(a) as if the Grantee had not terminated
employment.
(d) Notwithstanding subparagraphs 1(a), 1(b) and 1(c), this Right
shall become exercisable only in the event that the Corporation's
stockholders do not approve the Long-Term Plan at the Corporation's 1999
Annual Meeting of stockholders (or at any earlier meeting at which approval
of the Long-Term Plan is voted upon by the Corporation's stockholders).
2. Once exercisable, this Right may be exercised until the close of
business on the earliest to occur of the following:
(a) The date which is ten (10) years from the Date of Grant.
(b) The date of the Grantee's voluntary termination of employment
prior to a Change in Control for reasons other than Retirement.
(c) The date of the Grantee's termination of employment by the
Corporation or a Subsidiary for cause.
(d) The date which is six (6) months from the Grantee's termination of
employment in the case of: (1) termination of employment by the Corporation
or a
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Subsidiary without cause; (2) Retirement; or (3) voluntary termination of
employment after a Change in Control (other than after cause exists).
(e) The date which is one (1) year from the Grantee's date of death or
Permanent Disability.
3. This Right may be exercised in whole or in part by delivering to the
Treasurer of the Corporation written notice of exercise on the form to be
provided for that purpose, and the date on which any such delivery is made shall
be the "Date of Exercise" as to the applicable portion of this Right.
4. Notwithstanding the foregoing, this Right shall not be exercised unless
the exercise shall comply, in the opinion of counsel for the Corporation, with
all applicable provisions of law, including state and federal securities laws
and rules and regulations thereunder, and any listing agreement with any
securities exchange on which the Shares may be listed.
5. The exercise of this Right will entitle the Grantee to receive an amount
equal to the product of (a) the excess of (1) the Fair Market Value of a share
of Common Stock on the Date of Exercise over (2) the Price, multiplied by (b)
the number of Shares with respect to which the Right is exercised. The amount to
which Grantee becomes entitled shall be paid (without any payment by Grantee
other than any required tax withholding amounts) in cash.
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6. If the Grantee terminates employment for any reason, the Grantee shall
forfeit this Right to the extent that either (a) this Right has not become
exercisable (or does not continue to become exercisable) pursuant to paragraph 1
on the date employment terminates, or (b) this Right does not remain exercisable
after termination of employment pursuant to paragraph 2.
7. This Right shall not be transferable by Grantee other than by will or
the laws of descent and distribution. During the Grantee's lifetime, this Right
shall be exercisable only by Grantee, or in the event of Grantee's legal
disability, his legal representative. After the death of Grantee, any
exercisable Right may be exercised by Grantee's personal representative, heirs
or legatees.
8. Tax obligations of the Grantee resulting from the exercise of this Right
shall be withheld or provided for in a manner prescribed by the Committee.
9. The number and class of Shares subject to this Right and the Price shall
be adjusted by the Committee, as appropriate and equitable, to reflect such
events as stock dividends, dividends payable other than in cash, other
extraordinary dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Corporation.
10. Notwithstanding anything herein to the contrary, this Right shall be
void and of no effect from its inception upon approval of the Long-Term Plan or
any
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successor plan or program pursuant to which the grant of Options made to the
Grantee by the Committee on September 22, 1998 remains in effect.
IN TESTIMONY WHEREOF, Grantee has hereunto affixed his signature and the
Corporation has caused this Agreement to be executed in its corporate name by
its duly authorized officer all as of the date first hereinabove written.
CENIT BANCORP, INC.
By:---------------------------
Its:---------------------
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GRANTEE
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