Exhibit 4.2 Stock Option Agreement pursuant to the New Hampshire Thrift
Bancshares, Inc. 1996 Stock Option Plan
NEW HAMPSHIRE THRIFT BANCSHARES, INC. STOCK OPTION PLAN
STOCK OPTION AGREEMENT
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_________________________________________ _______ ________ _____
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
______________________________________ _______________ _______________________
CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms
and conditions on which an Stock Option has been granted under the New Hampshire
Thrift Bancshares, Inc. Stock Option Plan. Set forth below are the specific
terms and conditions applicable to this Stock Option.
Attached as Exhibit A are its general terms and conditions.
Option Grant (A) (B) (C) (D) (E)
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ISO or NQSO
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Grant Date:
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares*
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Exercise Price Per Share*
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VESTING
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Earliest Exercise Date*
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Option Expiration Date*
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*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, the Company grants this Stock Option upon the
specified terms and conditions, and the Optionee acknowledges receipt of this
Stock Option Agreement, including Exhibit A, and agrees to observe and be bound
by the terms and conditions set forth herein.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. OPTIONEE
By______________________________________ ___________________________________
NAME:_______________________________
TITLE:______________________________
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Plan
Administrators. Any blank space intentionally left blank should be crossed out.
An option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
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EXHIBIT A
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NEW HAMPSHIRE THRIFT BANCSHARES, INC. STOCK OPTION PLAN
STOCK OPTION AGREEMENT
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GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. If indicated, and only if
indicated, the Company intends the Option evidenced hereby to be an "incentive
stock option" within the meaning of section 422 of the Internal Revenue Code of
1986. Options granted to outside directors will not be incentive stock options.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) the last day of the ten-year period commencing on the
Grant Date;
(ii) the last day of the three-month period commencing on the
date of the Optionee's termination of service with the Company other
than for death, permanent and total disability within the meaning of
section 22(e)(3) of the Code ("Disability") or Termination for Cause
(as defined in any service agreement with the Company) or if the
Optionee dies or becomes permanently disabled within three (3) months
after his or her termination of service, the last day of twelve-month
period commencing on the date of death of the date of Disability;
(iii) the last day of the twelve-month period commencing on
the date of the Optionee's termination of service with the Company by
reason of death or Disability;
(iv) the date the Optionee ceases to provide services for the
Company due to a Termination for Cause;
(v) if the option is an incentive stock option and if, as of
the date of this grant, the Optionee owns Common Stock comprising more
than 10% of the total combined voting power of all classes of stock of
the Company, the last day of the five-year period commencing on the
Grant Date.
(b) Upon the termination of the Optionee's service with the
Company, any Option granted hereunder for which the Earliest Exercise Date has
not occurred is deemed forfeited.
(c) For the purposes of this section 2, the service
relationship for the Optionee will be deemed to continue while the Optionee is
on military leave, leave on account of illness or other bona fide leave
determined in the discretion of the Plan Administrators, provided the period of
such leave shall not exceed ninety (90) days, or if longer, so long as the right
of the Optionee to return is guaranteed either by operation of law or contract.
If such return is not so guaranteed by operation of law or contract, then such
service relationship shall be deemed to terminate on the ninety-first (91st) day
of such leave.
SECTION 3. EXERCISE PRICE. During the Option Period, the
Optionee shall have the right to purchase all or any portion of the Optioned
Common Stock at the Exercise Price per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for pur chase. The Optionee
shall exercise such right by:
(a) giving written notice to the Plan Administrator, in the
form attached hereto as Appendix A; and
(b) delivering to the Plan Administrator full payment of the
Exercise Price for the Optioned Shares to be purchased.
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The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of New Hampshire Thrift Bancshares, Inc., (ii) in Shares duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by the Optionee and having a fair market value equal to the Exercise
Price, such fair market value to be determined in such manner as may be provided
by the Plan Administrator or the Administrator or as may be required in order to
comply with or conform to the requirements of any applicable laws or
regulations, or (iii) in a combination of (i) and (ii). In the event that an
Optionee shall exercise his or her option in whole or in part with Common Stock
previously acquired through the exercise of an incentive stock option, all such
shares shall have been held by the Optionee for the applicable periods provided
by section 422(a) of the Code prior to their tender to the Company in the
exercise of such option.
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Plan Administrators shall take such action as
is necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that have been purchased. The
Optionee shall have no right to vote nor have any other rights with respect to
optioned Common Stock, prior to the date as of which such optioned Common Stock
are transferred to the Optionee on the stock transfer records of the Company,
and no adjustments shall be made for any dividends or other rights for which the
record date is prior to the date as of which such transfer is effected. The
obligation of the Company to deliver Common Stock under this Agreement shall, if
the Plan Administrators so request, be conditioned upon the receipt of a
representation as to the investment intention of the Optionee to whom such
Common Stock is to be delivered, in such form as the Plan Administrator shall
determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Common Stock
or upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Common Stock
under this Agreement prior to (a) the admission of such Common Stock to listing
on any stock exchange on which Common Stock may then be listed, or (b) the
completion of such registration or other qualification under any state or
federal law, rule or regulations as the Plan Administrators shall determine to
be necessary or advisable.
SECTION 6. RESTRICTIONS ON GRANT AND SALE. (a) In the case of
an incentive stock option, if, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as of the
date of the grant) of Common Stock subject to an option which first become
available for purchase during such calendar year, and (ii) equals the Fair
Market Value (determined as of the date of grant) of Common Stock subject to any
other Stock Options and previously granted to the same Optionee which first
become exercisable in such calendar year, then that portion of the Common Stock
subject to such options which causes the sum of (i) and (ii) to exceed $100,000
shall be deemed to be Common Stock granted pursuant to a non-qualified option,
with the same terms as the option or options intended to be an incentive stock
option;
(b) Except with the prior written approval of the Plan
Administrator, no individual shall dispose of Common Stock acquired pursuant to
the exercise of an incentive stock option until after the later of (i) the
second anniversary of the date on which the incentive stock option was granted,
or (ii) the first anniversary of the date on which the incentive stock option
was acquired; in effect, there is a one year holding period from the time of
exercise until the time of sale.
SECTION 7. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each per son who is then a shareholder of record, the number of shares
of Common Stock subject to the option granted hereunder and the Exercise Price
per share of such option shall be adjusted in accordance with section 13.01 of
the Plan to account for such event. In the event of any merger, consolidation,
or other business reorganization in which the Company is not the surviving
entity, the option granted hereunder shall be accelerated and/or adjusted in
accordance with section 13.01 of the Plan.
SECTION 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Agreement nor any action of the Board or Plan Administrators with respect to
this Agreement shall be held or construed to confer upon the Optionee any right
to a continuation of service with the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
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SECTION 9. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Plan Administrators:
New Hampshire Thrift Bancshares, Inc.
9 Main Street
Newport, New Hampshire 03773
Attention: Administrator of New Hampshire Thrift
Bancshares, Inc. Stock Option Plan
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(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 11. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the option granted hereunder shall be exercisable only
by him.
SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 14. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New Hampshire
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal law.
SECTION 15. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between the
Company and the Optionee.
SECTION 16. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 17. CHANGE IN CONTROL. In the event (i) of a "change
in control" as defined in the Plan or (ii) an agreement is reached for the
dissolution, liquidation, reorganization, merger, combination, consolidation or
sale or transfer of assets or stock in which provision is not made in the
transaction, prior to the receipt of regulatory approval of such transaction,
for the continuance of the Plan and for the assumption of options theretofore
granted or the substitution for those options of new options covering the stock
of a successor corporation or a parent or subsidiary thereof, the Optionee (or
that person's estate or a person who acquired the right to exercise the option
from the Optionee by bequest or inheritance) shall be entitled, to purchase, in
whole or in part, the full number of shares of Common Stock granted hereunder
which he or she would otherwise have been entitled to purchase during the
remaining Option Period and without regard to any otherwise applicable exercise
restrictions set forth herein.
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APPENDIX A TO STOCK OPTION AGREEMENT
NEW HAMPSHIRE THRIFT BANCSHARES, INC. STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
1. INSTRUCTIONS. Use this Notice to inform the Plan Administrator
administering the New Hampshire Thrift Bancshares, Inc. Stock Option Plan
("Plan") that you are exercising your right to purchase shares of common
stock ("Shares") of New Hampshire Thrift Bancshares, Inc. ("Company")
pursuant to a stock option ("Option") granted under the Plan. If you are
not the person to whom the Option was granted ("Option Recipient"), you
must attach to this Notice proof of your right to exercise the Option
granted under the Stock Option Agreement entered into between the Company
and the Option Recipient ("Agreement"). This Notice should be personally
delivered or mailed by certified mail, return receipt requested to: New
Hampshire Thrift Bancshares, Inc., 9 Main Street, Newport, New Hampshire
03773 Attention: Plan Administrator of Stock Option Plan. The effective
date of the exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan Administrator, but
in no event more than three days after such date ("Effective Date"). Except
as specifically provided to the contrary herein, capitalized terms shall
have the meanings assigned to them under the Plan. This Notice is subject
to all of the terms and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between the
Company and ____________ [ENTER THE NAME OF THE OPTION RECIPIENT], I hereby
exercise my right to purchase __________ Shares at an Exercise Price per
Share of $_________, for a Total Exercise Price of $_____________ [ENTER
THE PRODUCT OF THE NUMBER OF SHARES MULTIPLIED BY THE EXERCISE PRICE PER
SHARE]. As a payment for such Shares, I [CHECK AND COMPLETE ONE OR MORE;
THE SUM OF THE AMOUNTS SHOWN IN (A), (B) AND (C), MUST EQUAL THE TOTAL
EXERCISE PRICE SHOWN ABOVE:
(A) / / enclose a certified check, money order, or bank
draft payable to the order of New Hampshire Thrift
Bancshares, Inc. in the amount of $__________
(B) / / enclose Shares duly endorsed for transfer to the
Company with all necessary stock transfer stamps
attached and having a fair market value of $__________
Total Exercise Price $__________
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
Social Security Number of
Name and Address Number Shares
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__________________________________ _______ ________ _____ ___________
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__________________________________ _______ ________ _____ ___________
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4. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not New Hampshire
Thrift Bancshares, Inc.) regarding the application of all laws --
particularly tax and securities laws -- to the transactions to be effected
pursuant to my Option and this Notice. I understand that I will be
responsible for paying any federal, state and local taxes that may become
due upon the sale (including a sale pursuant to a "cashless exercise") or
other disposition of Shares issued pursuant to this Notice and that I must
consult with my own tax advisor regarding how and when such income will be
reportable.
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Signature Date
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Address
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ADMINISTRATOR
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked _________________
Date of Post Mark
By__________________________________ _________________
Authorized Signature Date of Receipt