STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $1.00 per share, of Sandwich Bancorp, Inc. (the
"Company"), is hereby granted to __________ (the "Optionee") at
the price set forth herein, and in all respects subject to the
terms, definitions and provisions of The Sandwich Co-operative
Bank 1994 Stock Option Plan (the "Plan") which was adopted by
The Sandwich Co-operative Bank and which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such
Stock Option do not comply with Options granted under Section
422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Option Price. The option price is $_____ for each
share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Years of Continuous Percentage of Total Shares
Employment After Subject to Option Which
Date of Grant of Option May Be Exercised
----------------------- --------------------------
Upon Grant %
1 year but less than 2 years %
2 years but less than 3 years %
3 years but less than 4 years %
4 years but less than 5 years %
5 years or more %
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
Non-ISO Agreement
Page 2
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Bank.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as stated below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN COMMITTEE
By______________________________
__________________
Date of Grant Attest:___________________ (Seal)
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN
_____________
Date
Treasurer
Sandwich Bancorp, Inc.
100 Old Kings Highway
Sandwich, Massachusetts 02563
Re: The Sandwich Co-operative Bank 1994 Stock Option Plan
-----------------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase _____ shares, par value $1.00, of Common
Stock of Sandwich Bancorp, Inc. under and pursuant to a Stock
Option Agreement dated __________ ___, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_____ of cash or check
_____ _____ shares of Common Stock, valued
at $_____ per share
$_____ Total
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
___________________________