EXHIBIT 10.3
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The Plan shall be known as The Sandwich Co-operative Bank 1986 Stock Option
Plan (the "Plan"). The purpose of the Plan is to attract and retain the best
available personnel for positions of substantial responsibility and to provide
additional incentive to key employees of The Sandwich Co-operative Bank or any
present or future parent or subsidiary of The Sandwich Co-operative Bank to
promote the success of the business. It is intended that options issued
pursuant to this Plan may constitute both incentive stock options within the
meaning of Section 422A of the Internal Revenue Code of 1954, as amended, and
options that do not so qualify.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Bank" shall mean The Sandwich Co-operative Bank.
(b) "Board" shall mean the Board of Directors of the Bank.
(c) "Common Stock" shall mean Common Stock, par value $1.00 per share,
of the Bank.
(d) "Code" shall mean the Internal Revenue Code of 1954, as amended.
(e) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with paragraph 4(a) of the Plan.
(f) "Continuous Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment by the
Bank or any present or future Parent or Subsidiary of the Bank. Employment
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence approved by the Bank or in the case of transfers
between payroll locations of the Bank or between the Bank, its Parent, its
Subsidiaries or a successor.
(g) "Effective Date" shall mean the date specified in paragraph 15
hereof.
(h) "Employee" shall mean any person employed on a full-time basis by
the Bank or any present or future Parent or Subsidiary of the Bank.
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(i) "Option" shall mean an option to purchase Common Stock granted
pursuant to this Plan.
(j) "Optioned Stock" shall mean stock subject to an Option granted
pursuant to this Plan.
(k) "Optionee" shall mean a person who receives an Option under the
terms of this Plan.
(l) "Parent" shall mean any present or future corporation which would
be a "parent corporation" as defined in Subsections 425(e) and (g) of the Code.
(m) "Plan" shall mean The Sandwich Co-operative Bank 1986 Stock Option
Plan.
(n) "Share" shall mean one share of the Common Stock.
(o) "Subsidiary" shall mean any present or future corporation which
would be a "subsidiary corporation" as defined in Subsections 425(f) and (g) of
the Code.
3. SHARES SUBJECT TO THE PLAN.
Except as otherwise required by the provisions of paragraph 13 hereof, the
aggregate number of shares of Common Stock deliverable upon the exercise of
Options pursuant to the Plan shall not exceed 182,083 shares. Such shares may
either be authorized but unissued or treasury shares.
If Options should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased shares which were subject thereto
shall, unless the Plan shall have been terminated, be available for the grant of
other Options under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) Composition of Option Committee. The Plan shall be administered by an
Option Committee (the "Committee") consisting of not less than three directors
of the Bank appointed by the Board. All persons designated as members of the
Committee shall be "disinterested persons" within the meaning of Rule 16b-3 of
the Securities and Exchange Act of 1934.
(b) Powers of the Committee. The Committee is authorized (but only to the
extent not contrary to the express provisions of the Plan or to resolutions
adopted by the Board) to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Options to be issued under the Plan and to make other determinations necessary
or advisable for the administration of the Plan, and shall have and may exercise
such other power and authority as may be delegated to it by the Board from time
to time. A majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee.
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(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
5. ELIGIBILITY.
Options may be granted to such Employees of the Bank or any present or
future Parent or Subsidiary as shall be designated by the Committee. An
Employee who has been granted an Option may, if otherwise eligible, be granted
an additional Option or Options.
The aggregate fair market value (determined pursuant to Section 7 hereof as
of the date the Option is granted) of the Shares for which any Employee may be
granted Options in any calendar year (under all Incentive Stock Option Plans, as
defined in Section 422A of the Code, of the Bank or any present or future Parent
or Subsidiary of the Bank), for options granted prior to December 31, 1986,
shall not exceed $100,000, plus any unused limit carryover to such year, as
defined in Section 422A(c) of the Code. The aggregate fair market value
(determined as of the date the option is granted) of the Shares with respect to
which Incentive Stock Options granted after December 31, 1986, are exercisable
for the first time by an employee during any calendar year shall not exceed
$100,000. Notwithstanding the prior provisions of this paragraph, the Committee
may grant Options in excess of the foregoing limitations, provided said Options
shall be clearly and specifically designated as not being Incentive Stock
Options, as defined in Section 422A of the Code.
No Option which qualifies as an Incentive Stock Option (for purposes of
this paragraph 5 called "New Option"), and was granted prior to December 31,
1986, shall be exercisable while there is outstanding any Incentive Stock Option
(as defined in Section 422A of the Code) which was granted, before the granting
of the New Option, to the Employee to whom the New Option is granted. A
previously granted Incentive Stock Option, granted prior to December 31, 1986,
shall be treated as outstanding until such prior option is exercised in full or
expires by reason of lapse in time.
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6. TERM OF PLAN; TERM OF OPTIONS.
(a) The Plan shall continue in effect for a term of ten years from its
Effective Date, unless sooner terminated pursuant to paragraph 16. No Option
shall be granted under the Plan after ten years from the Effective Date.
(b) The term of each Option granted under the Plan shall be established by
the Committee, but shall not exceed 10 years, provided however that in the case
of an Employee who owns stock representing more than ten percent of the Bank's
outstanding Common Stock at the time the Option is granted, the term of such
Option shall not exceed five years.
7. OPTION PRICE.
The price per share at which each Option granted under the Plan may be
exercised shall not, as to any particular Option, be less than the fair market
value of the stock at the time such Option is granted. In the case of an
Employee who owns stock representing more than ten percent of the Bank's
outstanding Common Stock at the time the Option is granted, the Option price
shall not be less than 110% of the fair market value of the stock at the time
the Option is granted. If the Common Stock is traded otherwise than on a
national securities exchange at the time of the granting of an Option, then the
price per share shall be not less than the mean between the bid and asked price
on the date the Option is granted or, if there is no bid and asked price on said
date, then on the next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the price per share
shall be determined by the Committee. If the Common Stock is listed on a
national securities exchange (including the NASDAQ national market) at the time
of granting an Option, then the price per share shall be not less than the
average of the highest and lowest selling price on such exchange on the date
such Option is granted or if there were no sales on said date, then the price
shall be not less than the mean between the bid and asked price on such date.
8. EXERCISE OF OPTION.
(a) Procedure for Exercise. Any Option granted hereunder shall be
exercisable at such times and under such conditions as shall be permissible
under the terms of the Plan and of the Option granted to an Optionee. An Option
may not be exercised for a fractional Share.
An Option granted pursuant to the Plan may be exercised, subject to
provisions relative to its termination and limitations on its exercise, from
time to time only by (a) written notice of intent to exercise the Option with
respect to a specified number of shares, and (b) payment to the Bank
(contemporaneously with delivery of such notice), in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the Option price for the
number of shares with respect to which the Option is then being exercised. Each
such notice and payment shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Bank at the Bank's executive
offices. Common Stock utilized in full or partial payment of the exercise price
shall be valued at its fair market value at the date of exercise.
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(b) Exercise During Employment or Following Death or Disability. Unless
otherwise provided in the terms of an Option, an Option may be exercised by an
Optionee only while he is an Employee and has maintained Continuous Status As An
Employee since the date of the grant of the Option, or within 90 days after
termination of his status as an Employee (but not later than the date on which
the Option would otherwise expire), except if his Continuous Employment is
terminated by reason of (1) death, then to the extent that the Optionee would
have been entitled to exercise the Option immediately prior to his death, such
Option of the deceased Optionee may be exercised within two years from the date
of his death (but not later than the date on which the Option would otherwise
expire) by the personal representatives of his estate or person or persons to
whom his rights under such Option shall have passed by will or by laws of
descent and distribution, or (2) Permanent and Total Disability (as such term is
defined in Section 105(d)(4) of the Code), then to the extent that the Optionee
would have been entitled to exercise the Option immediately prior to his
Permanent and Total Disability, such Option may be exercised within one year
from the date of such Permanent and Total Disability, but not later than the
date on which the Option would otherwise expire.
The Committee's determination whether an Optionee's employment has ceased,
and the effective date thereof, shall be final and conclusive on all persons
affected thereby.
Notwithstanding any other provision of this Plan, if an Employee is
terminated for cause, all Options outstanding to such Employee shall be
cancelled as of the effective date of such termination and may not be exercised
thereafter.
9. CHANGE IN CONTROL.
Notwithstanding the provisions of any Option which provides for its
exercise in installments as designated by the Committee, such Option shall
become immediately exercisable, and the Optionee shall, at the discretion of the
Committee, be entitled to receive cash in an amount equal to the excess of the
fair market value of the Common Stock (determined in accordance with Section 7)
subject to such Option over the Option price of such shares, in exchange for the
surrender of such options by the Optionee, in the event of a change in control
or offer to effect a change in control. For purposes of this Section 9, "change
in control" shall refer to the acquisition of the beneficial ownership (as that
term is defined in Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934) of 25 percent or more of the voting securities
of the Bank by any person or by persons acting as a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934; provided, however, that
for the purposes hereof no change in control or offer to effect a change in
control shall be deemed to have occurred if prior to the acquisition of, or
offer to acquire, 25 percent or more of the voting securities of Bank, the full
Board of Directors shall have adopted by not less than a two-thirds vote a
resolution specifically approving such acquisition or offer. The term "person"
refers to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of entity not specifically listed herein. The decision of the
Committee as to whether a change in control or offer to effect a change in
control has occurred shall be conclusive and binding.
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10. NON-TRANSFERABILITY OF OPTIONS.
Options granted under the Plan may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent and distribution. An Option may be exercised, during the
lifetime of the Optionee, only by the Optionee.
11. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN.
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting shareholders) shall be changed into or exchanged
for a different number or kind of shares of stock of the Bank or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, stock dividend, split-up, combination of shares, or
otherwise), then there shall be substituted for each share of Common Stock then
under Option or available for Option the number and kind of shares of stock into
which each outstanding share of Common Stock (other than shares held by
dissenting shareholders) shall be so changed or for which each such share shall
be so exchanged, together with an appropriate adjustment of the Option Price.
In the event there shall be any change in the number of, or kind of, issued
shares of Common Stock, or of any stock or other securities into which such
Common Stock shall have been changed, or for which it shall have been exchanged,
then if the Committee shall, in its discretion, determine that such change
equitably requires an adjustment in the number, or kind, or Option Price of
shares then subject to an Option or available for Option, such adjustment shall
be made by the Board and shall be effective and binding for all purposes of the
Plan.
12. TIME OF GRANTING OPTIONS.
The date of grant of an Option under the Plan shall, for all purposes, be
the date on which the Committee makes the determination of granting such Option.
Notice of the determination shall be given to each Employee to whom an Option is
so granted within a reasonable time after the date of such grant.
13. EFFECTIVE DATE.
The Plan shall become effective upon the effective date of the conversion
of the Bank from mutual to stock form. Options may be granted prior to
ratification of the Plan by the stockholders if the exercise of such Options is
subject to such stockholder ratification. The Plan shall continue in effect for
a term of ten years from the Effective Date, unless sooner terminated under
paragraph 16 of the Plan.
14. APPROVAL BY STOCKHOLDERS.
The Plan shall be approved by stockholders of the Bank within twelve (12)
months before or after the date it becomes effective.
15. MODIFICATION OF OPTIONS.
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At any time and from time to time the Board may authorize the Committee to
direct execution of an instrument providing for the modification of any
outstanding Option, provided no such modification, extension or renewal shall
confer on the holder of said Option any right or benefit which could not be
conferred on him by the grant of a new Option at such time, or impair the Option
without the consent of the holder of the Option.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may alter, suspend or discontinue the Plan except that no action
of the Board may increase (other than as provided in paragraph 11) the maximum
number of shares permitted to be optioned or become available for the granting
or Options under the Plan, or reduce the minimum Option price, or extend the
period within which Options may be exercised, unless such action of the Board
shall be subject to approval or ratification by the shareholders of the Bank.
No action of the Board may, without the consent of the holder of the
Option, impair any then outstanding Option.
17. CONDITIONS UPON ISSUANCE OF SHARES.
Shares shall not be issued with respect to any Option granted under the
Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the rules and regulations promulgated thereunder, any
applicable state securities law, and the requirements of any stock exchange upon
which the Shares may then be listed.
Inability of the Bank to obtain from any regulatory body or authority
deemed by the Bank's counsel to be necessary to the lawful issuance and sale of
any Shares hereunder shall relieve the Bank of any liability in respect of the
non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Bank may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
18. RESERVATION OF SHARES.
The Bank, during the term of this Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
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