EXHIBIT 4.1
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Form of Option Agreement under the Slade's Ferry Bancorp
2004 Equity Incentive Plan
SLADE'S FERRY BANCORP
2004 EQUITY INCENTIVE PLAN
STOCK OPTION CERTIFICATE
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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 a Stock Option has been granted under the Slade's Ferry
Bancorp 2004 Equity Incentive 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.
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Option Grant (A) (B) (C) (D) (E)
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<s> <c> <c> <c> <c> <c>
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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Option Type (ISO or NQSO)
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Vesting
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Earliest Exercise Date*
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Option Expiration Date*
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<FN>
* Subject to adjustment as provided in the Plan and the General Terms
and Conditions.
</FN>
By signing where indicated below, Slade's Ferry Bancorp (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 and acknowledges receipt of a Prospectus dated May 13,
2004 for the Slade's Ferry Bancorp 2004 Equity Incentive Plan.
SLADE'S FERRY BANCORP OPTIONEE
By __________________________ ____________________________________
Name:
Title:
___________________________________________________________________________
Instructions: This page should be completed by or on behalf of the
Personnel Committee. 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.
EXHIBIT A
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SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN
STOCK OPTION CERTIFICATE
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General Terms and Conditions
Section 1. Option Size and Type. The number of shares of Common
Stock, par value $0.01 per share ("Shares"), that have been optioned to you
under the Slade's Ferry Bancorp 2004 Equity Incentive Plan (the "Plan") is
specified in this Stock Option Certificate. If the "Option Type" shown for
your stock option is "ISO", then your stock option has been designed with
the intent that it qualify to the maximum permissible extent for the
special tax benefits applicable to incentive stock options under the
Internal Revenue Code of 1986. If the "Option Type" shown for your stock
options is "NQSO", then incentive stock option tax treatment is not
applicable.
Section 2. Exercise Price. The Exercise Price for your stock
options is the price per Share at which you may acquire the Shares that
have been optioned to you and is specified in this Stock Option
Certificate. As a general rule, the Exercise Price for your stock options
will not change unless there is a stock split, stock dividend, merger or
other major corporate event that justifies an adjustment.
Section 3. Vesting.
(a) Earliest Exercise Date. You may not exercise your stock
options until they are vested. The date on which your stock options
become vested is specified in this Stock Option Certificate as the
Earliest Exercise Date. As a general rule, you must be in the
service of the Company on an Earliest Exercise Date in order to be
vested in the stock options that vest on that date. You may acquire
the Shares that have been optioned to you by exercising your stock
options at any time during the period beginning on the Earliest
Exercise Date and continuing until the applicable Option Expiration
Date, by completing and filing the Notice of Exercise of Stock Option
that is attached to this Stock Option Certificate as Appendix A and
by following the procedures outlined therein.
(b) Forfeitures. If you terminate service with the Company
prior to an Earliest Exercise Date, you will forfeit any stock
options that are scheduled to vest on that date. When you forfeit
stock options, you relinquish any and all rights that you have to
acquire the Shares that were optioned to you. Your service with the
Company will not be treated as having terminated for vesting
purposes, if you continue as a director emeritus of the Company.
(c) Accelerated Vesting. All of your outstanding stock
options that have not previously vested will become fully and
immediately vested, without any further action on your part, in the
event of your death, Disability (as defined by the Personnel
Committee), Retirement (as defined by the Personnel Committee) before
your termination of service with the Company or if a Change of
Control (as defined by the Personnel Committee) occurs before your
termination of service with the Company. If vesting accelerates, the
accelerated vesting date will be the applicable Earliest Exercise
Date. You may designate a beneficiary to inherit your rights to any
vested, unexercised stock options that are outstanding to you at your
death using the Beneficiary Designation attached as Appendix B.
Section 4. Option Expiration Date. To derive any benefit from your
stock options, you must exercise them during the period that begins on the
applicable Earliest Exercise Date and ends on the Option Expiration Date.
The Option Expiration Date for your stock options is specified in this
Stock Option Certificate. Your Option Expiration Date may be accelerated
in the event of your termination of service with the Company. Your stock
options will expire on the earliest of (i) the Option Expiration Date,
(ii) three months after your termination of service with the Company for
any reason other than death, Disability (as defined by the Personnel
Committee), Retirement (as defined by the Personnel Committee), or
Termination for Cause (as defined by the Personnel Committee); (iii) ten
years after your termination of service due to death, Disability or
Retirement; and (iv) the date and time of your Termination for Cause.
Note: To qualify for the favorable tax treatment accorded to
incentive stock options, you (or, in the event of your death, your estate
or designated beneficiaries) must exercise any stock options that are
designated as ISOs within three months after you terminate service as a
common-law employee of the Company and its affiliates for any reason other
than death or disability and within one year after you terminate service as
common-law employee due to your death or disability. If they are exercised
later, they will be subject to tax as if they were designated as NQSOs.
Section 5. Amendment. This Certificate 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 Certificate between the
Company and you.
Section 6. Plan Provisions Control. This Certificate 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 Certificate, the terms of
the Plan, which are incorporated herein by reference, shall control.
Capitalized terms in this Certificate have the meaning defined in the Plan,
as amended from time to time, unless stated otherwise. By signing this
Certificate, you acknowledge receipt of a copy of the Plan and a copy of
the related Prospectus dated May 13, 2004.
APPENDIX A TO STOCK OPTION CERTIFICATE
SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN
NOTICE OF EXERCISE OF STOCK OPTION
Use this Notice to inform Slade's Ferry Bancorp that you are exercising
your right to purchase shares of common stock ("Shares") of Slade's Ferry
Bancorp pursuant to an option ("Option") granted under the Slade's Ferry
Bancorp 2004 Equity Incentive Plan ("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 Certificate entered into between Slade's Ferry Bancorp and the
Option Recipient ("Certificate"). This Notice should be personally
delivered or mailed by certified mail, return receipt requested to: Slade's
Ferry Bancorp, 100 Slade's Ferry Avenue, Somerset, MA 02726, Attention:
Personnel Committee. The effective date of the exercise of the Option
shall be the earliest date practicable following the date this Notice is
received by Slade's Ferry Bancorp 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.
OPTION INFORMATION Identify below the Option that you are exercising by
providing the following information from the Stock
Option Certificate.
Name of Option Recipient: ___________________________________
Option Grant Date: _______________, ______ Exercise Price per share: $__.__
(Month and Day) (Year)
EXERCISE PRICE Compute the Exercise Price below and select a method of
payment.
Total Exercise Price _______________ x $_______._______ = $____________________
(No. of Shares) (Exercise Price) Total Exercise Price
Method of Payment
[ ] I enclose a certified check, money order, or
bank draft payable to the order of Slade's Ferry
Bancorp in the amount of $________
[ ] I enclose Shares I have owned for at least six
months duly endorsed for transfer to Slade's
Ferry Bancorp with all stamps attached and
having a fair market value of $________
Total Exercise Price $________
* Subject to Committee approval as an acceptable method of payment.
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:
Name and Address Social Security No. No. of Shares
____________________________________
____________________________________ ___-__-____ _____________
____________________________________
____________________________________ ___-__-____ _____________
WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified
Stock Options only. Beneficiaries should not complete.
I understand that I am responsible for the amount of federal, state
and local taxes required to be withheld with respect to the Shares to
be issued to me pursuant to this Notice, but that I may request
Slade's Ferry Bancorp to retain or sell a sufficient number of such
Shares to cover the amount to be withheld. I hereby request that any
taxes required to be withheld be paid in the following manner [check
one]:
[ ] With a certified or bank check that I will deliver to Slade's
Ferry Bancorp on the day after the Effective Date of my
Option exercise.
[ ] With the proceeds from a sale of Shares that would otherwise
be distributed to me.
[ ] Retain shares that would otherwise be distributed to me and
that have a value equal to the minimum amount required to be
withheld by law.
I understand that the withholding elections I have made on this form
are not binding on the Committee, and that the Committee will decide
the amount to be withheld and the method of withholding and advise me
of its decision prior to the Effective Date. I further understand
that the Committee may request additional information or assurances
regarding the manner and time at which I will report the income
attributable to the distribution to be made to me. I further
understand that if I have elected to have Shares sold to satisfy tax
withholding, I may be asked to pay a minimal amount of such taxes in
cash in order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
S H I understand that I must rely on, and consult with, my own tax and
legal counsel (and not Slade's Ferry Bancorp) regarding the
I E application of all laws -- particularly tax and securities laws --
to the transactions to be effected pursuant to my Option and this
G R Notice. I understand that I will be responsible for paying any
federal, state and local taxes that may become due upon the sale
N E (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.
________________________________________ ______________________
Signature Date
___________________________ Internal Use Only _______________________________
Received [check one]: [ ] By Hand [ ] By Mail Post Marked__________________
Date of Post Mark
By_______________________________________ ____________________________________
Authorized Signature Date of Receipt
APPENDIX B TO STOCK OPTION CERTIFICATE
SLADE'S FERRY BANCORP
2004 EQUITY INCENTIVE PLAN
Beneficiary Designation Form
GENERAL
INFORMATION Use this form to designate the Beneficiary(ies) who will
receive vested stock options outstanding to you at the time
of your death.
Name of
Award Recipient _________________________ Social Security Number ___-__-____
BENEFICIARY Complete sections A and B. If no percentage shares are
DESIGNATION specified, each Beneficiary in the same class (primary or
contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining
Beneficiary in the same class (primary or contingent) shall
be increased proportionately.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as
my primary Beneficiary under the Plan, reserving the right to change or
revoke this designation at any time prior to my death:
Name Address Relationship Birthdate Share
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
Total=100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following
person(s) as my contingent Beneficiary(ies) under the Plan to receive
benefits only if all of my primary Beneficiaries should predecease me,
reserving the right to change or revoke this designation at any time prior
to my death:
Name Address Relationship Birthdate Share
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
Total=100%
S H I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
I E Personnel Committee of Slade's Ferry Bancorp prior to my death,
and that it is subject to all of the terms and conditions of
G R the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all
N E outstanding Stock Options.
_____________________________________ ______________________
Your Signature Date
___________________________ Internal Use Only ___________________________
This Beneficiary Designation was received Comments
by the Personnel Committee of Slade's Ferry
Bancorp on the date indicated.
By ________________________ ______________
Authorized Signature Date