EXHIBIT 99
AMBANC HOLDING CO., INC.
RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-
term interests of the Corporation and its stockholders by providing a
means for attracting and retaining directors, advisory directors,
executive officers and employees of the Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the
Plan:
"Award" - means the grant by the Committee of Restricted
Stock, as provided in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section
424(e) and (f), respectively, of the Code.
"Bank" - means Amsterdam Savings Bank, FSB, a savings
institution and its predecessors and successors.
"Code" - means the Internal Revenue Code of 1986, as
amended.
"Committee" - means the Committee referred to in Section 7
hereof.
"Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory director, executive
officer or employee of the Corporation or any Affiliate. Service shall
not be considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Corporation or any
Affiliate or in the case of transfers between payroll locations of the
Corporation or between the Corporation, its subsidiaries or its
successor.
"Corporation" - means Ambanc Holding Co., Inc., a Delaware
corporation.
"ERISA" - means the Employee Retirement Income Security Act
of 1974, as amended.
"Non-Employee Director" - means a director who a) is not
currently an officer or employee of the Corporation; b) is not a former
employee of the Corporation who receives compensation for prior services
(other than from a tax-qualified retirement plan); c) has not been an
officer of the Corporation; d) does not receive remuneration from the
Corporation in any capacity other than as a director; and e) does not
possess an interest in any other transactions or is not engaged in a
business relationship for which disclosure would be required under Item
404(a) or (b) of Regulation S-K.
"Participant" - means any director, advisory director,
executive officer or employee of the Corporation or any Affiliate who is
selected by the Committee to receive an Award.
"Plan" - means the Recognition and Retention Plan of the
Corporation.
"Restricted Period" - means the period of time selected by
the Committee for the purpose of determining when restrictions are in
effect under Section 3 hereof with respect to Restricted Stock awarded
under the Plan.
"Restricted Stock" - means Shares which have been
contingently awarded to a Participant by the Committee subject to the
restrictions referred to in Section 3 hereof, so long as such
restrictions are in effect.
"Shares" - means the common stock, par value $0.01 per
share, of the Corporation.
3. Terms and Conditions of Restricted Stock. The Committee shall
have full and complete authority, subject to the limitations of the
Plan, to grant awards of Restricted Stock and, in addition to the terms
and conditions contained in paragraphs (a) through (f) of this Section
3, to provide such other terms and conditions (which need not be
identical among Participants) in respect of such Awards, and the vesting
thereof, as the Committee shall determine.
(a) At the time of an award of Restricted Stock, the
Committee shall establish for each Participant a Restricted Period,
during which or at the expiration of which, as the Committee shall
determine and provide in the agreement referred to in paragraph (d) of
this Section 3, the Shares awarded as Restricted Stock shall vest, and
subject to any such other terms and conditions as the Committee shall
provide, shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant, except
as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c) and (e) of this Section 3
and Section 4 hereof, the Participant as owner of such shares shall have
all the rights of a stockholder, including but not limited to the right
to receive all dividends paid on such shares and the right to vote such
shares. The Committee shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall lapse
with respect thereto, or to remove any or all of such restrictions,
whenever it may determine that such action is appropriate by reason of
changes in applicable tax or other laws or other changes in circum-
stances occurring after the commencement of such Restricted Period.
(b) Except as provided in Section 5 hereof, if a
Participant ceases to maintain Continuous Service for any reason (other
than death, total or partial disability or retirement at age 65 or
later), unless the Committee shall otherwise determine, all Shares of
Restricted Stock theretofore awarded to such Participant and which at
the time of such termination of Continuous Service are subject to the
restrictions imposed by paragraph (a) of this Section 3 shall upon such
termination of Continuous Service be forfeited and returned to the
Corporation. If a Participant ceases to maintain Continuous Service by
reason of death, total or partial disability or retirement at age 65 or
later, Restricted Stock then still subject to restrictions imposed by
paragraph (a) of this Section 3 will be free of those restrictions.
(c) Each certificate in respect of Shares of Restricted
Stock awarded under the Plan shall be registered in the name of the
Participant and deposited by the Participant, together with a stock
power endorsed in blank, with the Corporation and shall bear the
following (or a similar) legend:
"The transferability of this certificate and
the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture)
contained in the Recognition and Retention Plan of
Ambanc Holding Co., Inc. Copies of such Plan are
on file in the offices of the Secretary of Ambanc
Holding Co., Inc., 11 Division Street, Amsterdam,
New York 12010-4303.
(d) At the time of any Award, the Participant shall enter
into an Agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the Award and such
other matters as the Committee, in its sole discretion, shall determine
(the "Restricted Stock Agreement").
(e) At the time of an award of shares of Restricted Stock,
the Committee may, in its discretion, determine that the payment to the
Participant of dividends declared or paid on such shares, or specified
portions thereof, by the Corporation shall be deferred until the lapsing
of the restrictions imposed under paragraph (a) of this Section 3 and
shall be held by the Corporation for the account of the Participant
until such time. In the event of such deferral, there shall be credited
at the end of each year (or portion thereof) interest on the amount of
the account at the beginning of the year at a rate per annum as the
Committee, in its discretion, may determine. In the event of such
deferral, upon the forfeiture of such shares under paragraph (b) of this
Section 3, all deferred dividends and interest thereon shall be
forfeited.
(f) At the expiration of the restrictions imposed by
paragraph (a) of this Section 3, the Corporation shall redeliver to the
Participant (or where the relevant provision of paragraph (b) of this
Section 3 applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock power
deposited with it pursuant to paragraph (c) of this Section 3 and the
Shares represented by such certificate(s) shall be free of the
restrictions referred to in paragraph (a) of this Section 3.
4. Adjustments Upon Changes in Capitalization. In the event of
any change in the outstanding Shares subsequent to the effective date of
the Plan by reason of any reorganization, recapitalization, stock split,
stock dividend, combination or exchange of shares, merger, consolidation
or any change in the corporate structure or Shares of the Corporation,
the maximum aggregate number and class of shares as to which Awards may
be granted under the Plan and the number and class of shares with
respect to which Awards theretofore have been granted under the Plan
shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any shares of stock or other securities received,
as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such
shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 3 hereof.
5. Effect of Change in Control. Each of the events specified in
the following clauses (i) through (iii) of this Section 5 shall be
deemed a "change of control": (i) any third person, including a "group"
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
shall become the beneficial owner of shares of the Corporation or the
Bank with respect to which 25% or more of the total number of votes may
be cast for the election of the Board of Directors of the Corporation or
the Bank, (ii) as a result of, or in connection with, any cash tender
offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were
directors of the Corporation or the Bank shall cease to constitute a
majority of the Board of Directors of the Corporation or the Bank, or
(iii) the shareholders of the Corporation shall approve an agreement
providing either for a transaction in which the Corporation will cease
to be an independent publicly owned entity or for a sale or other
disposition of all or substantially all the assets of the Corporation or
the Bank. If the Continuous Service of any Participant of the
Corporation is involuntarily terminated for whatever reason, at any time
within twelve months after a change in control, unless the Committee
shall have otherwise provided, any Restricted Period with respect to
Restricted Stock theretofore awarded to such Participant shall lapse
upon such termination and all Shares awarded as Restricted Stock shall
become fully vested in the Participant to whom such Shares were awarded.
6. Assignments and Transfers. No Award nor any right or interest
of a Participant under the Plan in any instrument evidencing any Award
under the Plan may be assigned, encumbered or transferred except, in the
event of the death of a Participant, by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined in the Code or Title I of ERISA or the rules thereunder.
7. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Non-Employee
Director. The members of the Committee shall be appointed by the Board
of Directors of the Corporation. Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete
authority and discretion to (i) select Participants and grant Awards;
(ii) determine the number of shares to be subject to types of Awards
generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted
under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations
for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of
the Plan.
A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of the
Committee without a meeting, shall be acts of the Committee.
8. Shares Subject to Plan. Subject to adjustment by the
operation of Section 4 hereof, the maximum number of Shares with respect
to which Awards may be made under the Plan is 4% of the total Shares
issued by the Corporation in connection with the Bank's conversion to
stock form. The shares with respect to which Awards may be made under
the Plan may be either authorized and unissued shares or issued shares
heretofore or hereafter reacquired and held as treasury shares. An
Award shall not be considered to have been made under the Plan with
respect to Restricted Stock which is forfeited and new Awards may be
granted under the Plan with respect to the number of Shares as to which
such forfeiture has occurred.
9. Employee Rights Under the Plan. No director, advisory
director, executive officer or employee shall have a right to be
selected as a Participant nor, having been so selected, to be selected
again as a Participant and no director, advisory director, executive
officer, employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or similar
plan of the Corporation or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any
right to be retained in the employ of the Corporation, the Bank or any
Affiliate.
10. Withholding Tax. Upon the termination of the Restricted
Period with respect to any shares of Restricted Stock, the Corporation
may withhold from any payment or distribution made under this Plan
sufficient Shares to cover any applicable withholding and employment
taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to shares of Restricted Stock the amount of
any taxes which the Corporation is required to withhold with respect to
such dividend payments. No discretion or choice shall be conferred upon
any Participant with respect to the form, timing or method of any such
tax withholding.
11. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion
thereof at any time; provided, however, that no such amendment, sus-
pension or termination shall impair the rights of any Participant,
without his consent, in any Award theretofore made pursuant to the Plan.
12. Term of Plan. The Plan shall become effective upon its
ratification by the stockholders of the Corporation. It shall continue
in effect for a term of ten years unless sooner terminated under Section
11 hereof.