EXHIBIT 10(c)
BNH BANCSHARES, INC.
1992 STOCK INCENTIVE PLAN,
AMENDED EFFECTIVE MARCH 18, 1997
03/19/97
BNH BANCSHARES, INC.
1992 STOCK INCENTIVE PLAN,
AMENDED EFFECTIVE MARCH 18, 1997
1. Purposes.
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The purposes of the BNH Bancshares, Inc. 1992 Stock Incentive Plan (the
"Plan") is to promote the interests of BNH Bancshares, Inc. (the "Corporation")
and its shareholders by attracting, retaining and stimulating the performance of
selected employees, giving such employees the opportunity to acquire a
proprietary interest in the Corporation's business and an increased personal
interest in its continued success and progress.
2. Definitions.
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Unless the context clearly indicates otherwise, the following terms have
the meanings set forth below.
"Board of Directors" or "Board" means the Board of Directors of the
Corporation.
"Code" means the Internal Revenue Code of 1986, as amended, now in effect
or as amended from time to time and any successor provisions thereto.
"Committee" means the Salary and Benefits Committee of three or more
members appointed by the Board of Directors and
selected from those directors who are not employees of the Corporation, its
parent or a subsidiary, as defined in Section 424(e) and (f) of the Code,
which shall include at least two non-employee directors serving on the
Executive Committee of the Board of Directors. Members of the Committee
shall be "disinterested persons" within the meaning of Rule 16b-3 under the
1934 Act, or any law, regulation or other provision that may hereafter
replace such Rule. Such members shall not be eligible to receive stock,
options or stock appreciation rights under the Plan. The Board may at any
time and from time to time remove any member of the Committee, with or
without cause, appoint additional members to the Committee and fill
vacancies, however caused, in the Committee. A majority of the members of
the Committee shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. Any decision or
determination of the Committee reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had been made
at a meeting duly called and held.
"Common Stock" means the common stock of BNH Bancshares, Inc.
"Disability", as applied to a Grantee, shall have the meaning set forth in
Section 22(e)(3) of the Code.
"Fair Market Value" of a share of Common Stock on any
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particular date is the last sales price of a share of Common Stock on the
Nasdaq National Market System as reported for that date by Nasdaq or the
mean between the bid and asked quotations for the Common Stock on that date
as reported by Nasdaq; provided that (i) if no such sales or quotations are
reported by Nasdaq for such date, or (ii) if in the opinion of the
Committee sales of Common Stock on such date were insufficient to
constitute a representative market, the Fair Market Value of a share of
Common Stock on such date shall be the last sales price or the mean between
the bid and asked quotations as reported by Nasdaq for the first preceding
date to which clause (ii) does not apply.
"Grant Date", as used with respect to a particular award, means the date on
which such award is granted by the Committee pursuant to the Plan.
"Grantee" means the individual to whom an award is granted pursuant to the
Plan.
"Immediate Family Members" of a Grantee means the Grantee's children,
grandchildren and spouse.
An "option" means an option granted pursuant to the Plan to purchase shares
of Common Stock and which shall be designated as either an "incentive stock
option" or a "non-qualified
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stock option."
"Performance Stock" means an award entitling the Grantee to payment of
shares of Common Stock or cash or a combination thereof contingent upon the
attainment of performance objectives determined in the discretion of the
Committee.
"Plan" means the BNH Bancshares, Inc. 1992 Stock Incentive Plan as set
forth herein and as amended from time to time.
"Restricted Stock" means an award of Common Stock with such restrictions
placed thereon as the Committee in its discretion deems appropriate.
"Retirement", as applied to an employee, shall mean when the employee's
employment with the Corporation or any present or future parent or
subsidiary of the Corporation, as defined in Section 424 of the Code,
terminates following such employee's attaining sixty-five (65) years of
age.
"The 1934 Act" means the Securities Exchange Act of 1934, as amended, now
in effect or as amended from time to time and any successor provisions
thereto.
4.
3. Administration.
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(a) The Committee shall have all the powers vested in it by the terms of
the Plan, including exclusive authority (within the limitations described
herein) to select the employees to be granted awards under the Plan, to
determine the type, size and terms of awards to be made to each employee
selected (which need not be identical for each employee), to determine the time
when awards will be granted to employees, to establish objectives and
conditions, if any, for earning such awards, and the waiver or acceleration
thereof, to determine whether such awards will be paid after the end of an award
period, to accelerate the exercisability or vesting of all or any portion of any
award or to extend the period during which an award is exercisable, based in
each case on such considerations as the Committee shall determine, and to
determine all other matters to be determined in connection with an award. The
Committee shall have full power and authority to administer and interpret the
Plan and to adopt, amend and waive such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the
conduct of its business as the Committee deems necessary or advisable. The
Committee's interpretation of the Plan and all actions taken and determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all parties concerned, including the Corporation, its
stockholders, any Grantees and any other employee of the Corporation or any of
its subsidiaries.
(b) Options, stock appreciation rights, dividend equivalents,
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Restricted Stock and Performance Stock shall be evidenced by written
agreements which shall contain such terms and conditions consistent with the
Plan as may be determined by the Committee. Each agreement shall be signed on
behalf of the Corporation by the Chief Executive Officer or other duly
authorized officer of the Corporation.
(c) All decisions made by the Board of Directors pursuant to the provisions
of the Plan shall be final and conclusive.
4. Eligibility and Participation.
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The participants in the Plan shall consist of selected employees of the
Corporation and its present or future parent or subsidiaries, as defined in
Section 424 of the Code (whether or not directors of the Corporation), who serve
in executive, administrative or professional capacities, as may from time to
time be so designated by the Committee.
5. Effective Date of the Plan and Term of Option Period.
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The Plan shall become effective upon its adoption by the Board of
Directors, provided, that no option or award granted pursuant to the Plan shall
be exercised or will vest prior to the approval of the Plan by the Corporation's
shareholders within twelve (12) months of its adoption by the Board. The term
during which awards may be granted under the Plan shall expire on the tenth
anniversary of the adoption of the Plan by the Board of Directors. Subject to
the provisions of Article 16 hereof, the period during which an
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award under the Plan may be exercised shall be the period, expiring not
later than the tenth anniversary of the Grant Date of the award, as may be
determined by the Committee.
6. Awards.
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(a) Types. Awards under the Plan shall be made with reference to shares of
Common Stock and may include, but need not be limited to, shares of stock, which
may be granted with or without restrictions in the discretion of the Committee,
options, stock appreciation rights, dividend equivalents and Performance Stock.
The Committee may make any other type of award which it shall determine is
consistent with the objectives and limitations of the Plan. Awards under the
Plan may be made singly, in combination or in tandem with other awards.
(b) Performance Goals. The Committee may, but need not, establish
performance goals to be achieved within such performance periods as may be
selected by it in its sole discretion, using such measures of the performance of
the Corporation and/or its subsidiaries as it may select.
(c) Guidelines. From time to time, the Committee may adopt written policies
implementing the Plan. Such policies may include, but need not be limited to,
the type, size and terms of awards to be made to employees and the conditions
for payment of such awards. The Committee may determine the amount and form of
consideration, if any, payable on the issuance or exercise of awards of stock,
whether granted with or without restrictions, and awards of
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Performance Stock. However, Common Stock to be issued for such awards shall
be issued either at no cost, provided the consideration received for such shares
is, in the opinion of counsel to the Corporation, adequate under the laws of the
Corporation's state of incorporation, or a price not to exceed the par value of
such shares. Grantees of awards of stock, whether granted with or without
restrictions, and awards of Performance Stock must accept such awards by
execution of a written agreement with the Corporation in such form as the
Committee determines not more than sixty (60) days following the award date or
else such rights shall expire.
(d) Maximum Awards. A Grantee may be granted multiple awards under the
Plan. However, no one Grantee shall be granted an award if immediately after
such grant, were it made, he would be the owner or would be deemed in accordance
with Section 424 of the Code to be the owner of more than ten percent (10%) of
the total combined voting power of all classes of stock of the Corporation or
any of its subsidiaries.
7. Shares Subject to the Plan.
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The shares of Common Stock that may be delivered or purchased or used for
reference purposes under the Plan shall be shares of the Corporation's
authorized Common Stock and may be unissued shares or reacquired shares, as the
Board of Directors may from time to time determine. Subject to adjustment as
provided in Article 17 hereof, the aggregate number of shares to be delivered
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under the Plan shall not exceed 227,500 shares. In no event shall more than
30,000 option shares subject to the Plan be granted in any one calendar year,
except that any option shares granted under the Plan between January 1, 1997 and
March 1, 1997 shall not count against this restriction for calendar year 1997.
If any shares are subject to an award which for any reason expires or terminates
during the term of the Plan prior to the issuance of such shares or other
payment of such awards, the shares subject to but not delivered under such award
shall be available for issuance under the Plan. In the case of an award of
Restricted Stock any part of which is forfeited prior to full vesting, such
shares as are forfeited prior to vesting shall be available for issuance under
the Plan. The shares referenced in an exercised stock appreciation right, shares
in lieu of which an optionee elects to receive cash, or shares under a related
option which is surrendered upon the exercise of a stock appreciation right
shall all be charged against the aggregate number of shares available for
issuance under the Plan.
8. Option Requirements.
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(a) An Option shall not be exercisable after the expiration of the option
period set forth in the instrument evidencing such option.
(b) The Committee may provide, in the instrument evidencing an Option, for
the lapse of the Option, prior to the expiration of the option period, upon the
occurrence of any event specified by the Committee.
(c) The price at which shares may be purchased upon exercise of a
particular option shall be determined by the Committee but such price will
neither be less than the Fair Market Value per
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share of Common Stock on the Grant Date nor less than the par value per
share of Common Stock on the date of exercise.
9. Incentive Stock Options.
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(a) An option designated by the Committee as an "incentive stock option" is
intended to qualify as an "incentive stock option" within the meaning of Section
422 of the Code.
(b) The option price per share of Common Stock under an incentive stock
option shall be equal to the Fair Market Value of a share of Common Stock on the
Grant Date, provided, however, that the option price per share of Common Stock
on the date of exercise shall not be less than the par value per share of Common
Stock on the date of exercise.
(c) The aggregate Fair Market Value determined on the Grant Date of the
shares of Common Stock with respect to which incentive stock options are granted
under the Plan and any other plan of the Corporation or its parent or
subsidiaries which are exercisable for the first time by any Grantee during any
calendar year shall not exceed $100,000.
(d) Should Section 422 of the Code be modified during the term of this
Plan, such modification may be included in the Plan, if so approved by the Board
of Directors, upon recommendation by the Committee.
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10. Stock Appreciation Rights.
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The Committee may also grant stock appreciation rights to selected
employees. Stock appreciation rights granted in conjunction with options under
the Plan may be granted either at the time of grant of such options pursuant to
the Plan or by subsequent action prior to the exercise, termination or
expiration of such options. Such stock appreciation rights shall be subject to
the same terms and conditions as the related options and may be exercised only
at a time when the Fair Market Value of a share of Common Stock exceeds the
option price for such shares, the options are otherwise exercisable, and if, at
the time of such exercise, the Grantee surrenders the privilege of exercising
the related options to the extent that the Grantee exercises a stock
appreciation right. In the event of a grant of stock appreciation right without
a related option, the Common Stock price referenced in such grant shall not be
less than the Fair Market Value per share of Common Stock on the Grant Date.
Upon exercise of a stock appreciation right and surrender of the related
option (or any portion of such option), if any, the Grantee shall be entitled to
receive, subject to the provisions of the Plan and such rules and regulations as
may be established by the Committee, a payment equal to the product of (A) the
excess of (i) the Fair Market Value of one share of Common Stock at the time of
such surrender over (ii) the price per share specified in such related option or
stock appreciation rights agreement, times (B) the number of such shares called
for by the related option, or
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portion thereof, which is so surrendered or specified in such stock
appreciation rights agreement. Such payment shall be made as determined by the
Committee, in its sole discretion, either in (i) cash, or (ii) shares of Common
Stock valued at Fair Market Value as of the date of exercise, or (iii) partly in
cash and partly in shares of Common Stock. Neither a stock appreciation right
held by a Grantee who is an officer or director of the Corporation, the exercise
of which would result in a cash payment, nor any related option shall be
exercisable during the first six months of the option period (or during the
first six months from the Grant Date of the stock appreciation right if granted
subsequently to the related option). If, upon settlement of a stock appreciation
right, a Grantee is to receive payment or a portion thereof in shares of Common
Stock, the number of shares shall be determined by dividing such payment or
portion by the Fair Market Value of a share of Common Stock on the date of
exercise. However, if the Committee, in its discretion, decides to permit a
Grantee who is an officer or director of the Corporation to elect to receive
cash in full or partial settlement of the exercise of a stock appreciation
right, then such election shall be made during the period beginning on the third
business day following the date of release for publication of quarterly and
annual summary statements of sales and earnings of the Corporation and ending on
the twelfth business day following such date, unless a different period is
specified in Rule 16b-3 under the 1934 Act, as in effect at the time of such
exercise, or any law, rule, regulation or other
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provision that may hereafter replace such Rule (the "Window Period").
The Committee shall also determine whether, and if so to what extent, the
exercise of an option shall be required as a condition to the exercise of a
related stock appreciation right. No stock appreciation right can be exercised
by a Grantee who is an officer or director of the Corporation unless the
Corporation has been subject to the reporting requirements of Section 13 of the
1934 Act for at least one year prior to the date of said exercise and has filed
all reports and statements required to be filed pursuant to that section during
that period.
11. Dividend Equivalents.
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The Committee may also grant dividend equivalents to employees granted
related awards under the Plan pursuant to rules and regulations adopted by the
Committee. The Committee may require or permit the immediate payment or the
waiver, deferral or investment of (1) dividends paid on awards under the Plan,
and (2) amounts equal to dividends which would have been paid if shares subject
to an award had been outstanding on the dividend record date. No payment,
credits or accruals shall be made on shares subject to an award which are not
yet issued and outstanding on account of the payment of a stock dividend or
other distribution in kind on the Common Stock.
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12. Exercise of Options and Stock Appreciation Rights.
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(a) Each option and stock appreciation right granted shall be exercisable
in whole or in part at any time, or from time to time, during the option period
as the Committee may determine and specify in the agreement pursuant to which
such option or stock appreciation right is granted, provided that the election
to exercise an option or stock appreciation right shall be made in accordance
with applicable Federal laws and regulations.
(b) No option may at any time be exercised with respect to a fractional
share or exercised in part with respect to fewer than twenty-five shares. In the
event that shares are issued pursuant to the exercise of an option or a stock
appreciation right, no fractional shares shall be issued and the Committee shall
determine whether cash shall be given in lieu of such fractional shares or
whether such fractional shares shall be eliminated.
(c) No shares shall be delivered pursuant to the exercise of any option or
stock appreciation right, in whole or in part, until qualified for delivery
under such securities laws and regulations as the Committee may deem to be
applicable thereto and until, in the case of the exercise of an option, payment
in full of the option price is received by the Corporation in cash, by check, in
stock as provided in Article 13 hereof or, if authorized by the Committee's
regulations and accomplished in accordance therewith, by delivery of a properly
executed exercise notice together with irrevocable instructions to a broker to
deliver promptly to the Corporation the portion of sale or loan proceeds
sufficient to pay
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the option price. Neither the holder of an option or stock appreciation
right nor such holder's legal representative, legatee, or distributee shall be
or be deemed to be a holder of any shares subject to such option or stock
appreciation right unless and until a certificate or certificates therefor is
issued in his or her name or a person designated by him or her.
13. Stock as Form of Exercise Payment.
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A Grantee who owns shares of Common Stock may elect to use the previously
acquired shares, valued at the Fair Market Value on the last business day
preceding the date of delivery of such shares, to pay all or part of the
exercise price of an award, provided, however, that such form of payment shall
not be permitted unless at least one hundred shares of such previously acquired
shares are required and delivered for such purpose and the shares delivered have
been held by the Grantee for at least six months.
14. Withholding Taxes for Awards.
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Each Grantee receiving or exercising an award as a condition to such
receipt or exercise shall pay to the Corporation the amount, if any, required to
be withheld from distributions resulting from such receipt or exercise under
applicable Federal and State income tax laws ("Withholding Taxes"). Such
Withholding Taxes shall be payable as of the date income from the award is
includable in the Grantee's gross income for Federal income tax purposes (the
"Tax Date"). The Committee may establish such
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procedures as it deems appropriate for the settling of withholding
obligations with shares of Common Stock, including, without limitation, the
establishment of such procedures as may be necessary to comply with Rule 16b-3
under the 1934 Act.
15. Transfer of Awards.
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Awards granted under the Plan may not be transferred except by will or the
laws of descent and distribution and, during the Grantee's lifetime, may be
exercised only by said Grantee or by said Grantee's guardian or legal
representative, except that the Committee may grant non-qualified stock options
that are transferable, or amend outstanding non-qualified stock options to make
them so transferable, without payment of consideration, to Immediate Family
Members of the Grantee or to trusts or partnerships for such family members,
which in the case of Grantees who are subject to Section 16 of the 1934 Act
shall be transferable in accordance with such transferability restrictions, if
any, as may be imposed by Rule 16b-3 under the 1934 Act, as hereafter amended,
if Rule 16b-3 under the 1934 Act is amended to permit restricted or unrestricted
transfers of derivative securities granted under plans intended to qualify for
the exemption provided by such rule, provided that any such transferred
non-qualified stock option shall continue to be subject to the same terms and
conditions that are applicable to such option prior to its transfer (except that
such transferred option shall not be further transferrable by the transferee
inter vivos).
16.
16. Death, Disability, Retirement and Termination of Employment.
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(a) An option, incentive or non-qualified, which has not theretofore
expired, shall terminate at the time of the death of the Grantee or of the
termination for any reason of the Grantee's employment with the Corporation, its
parent or subsidiaries, and no shares may thereafter be delivered pursuant to
such option, except that, subject to the condition that no option may be
exercised in whole or in part after the date determined by the Committee, which
date cannot be later than the tenth anniversary of the Grant Date:
(i) Upon the termination of the employment of any such Grantee due to
Disability or Retirement, the Grantee may, within a period of up to
three years after the date of such termination, as determined by the
Committee, purchase some or all of the shares covered by the
Grantee's non-qualified stock options which were exercisable
immediately prior to such termination; and
(ii) Upon the termination of the employment of any such Grantee due to
Disability or Retirement, the Grantee may, within three months after
the date of such termination, twelve months in the case of
Disability, purchase some or all of the shares covered by an
incentive stock option which was exercisable under the Plan
immediately prior to such termination; an incentive stock option not
exercised within three months (twelve months in the case of
Disability) after the date of termination due to Disability or
Retirement may be exercised within three years after the date of such
termination but no longer will be eligible for the treatment afforded
incentive stock options under Section 421 of the Code; and
(iii) Upon the death of any such Grantee while in active service or of any
such disabled or retired Grantee within the above-referenced periods,
the person or persons to whom the rights under the option are
transferred by will or the laws of descent and distribution may,
within twelve months after the date of the Grantee's death, exercise
some or all
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of the Grantee's options which were exercisable on the date of death
by the Grantee.
Leaves of absence for such periods and purposes conforming to the personnel
policy of the Corporation as may be approved by the Committee shall not be
deemed terminations or interruptions of employment.
(b) In the event that a Grantee to whom a stock appreciation right has been
granted ceases employment with the Corporation, its parent and subsidiaries for
any reason, including death, Disability or Retirement, such stock appreciation
right shall be exercisable only to the extent and upon the conditions that its
related option, if any, is exercisable under subparagraph (a) of this Article,
or as provided in a stock appreciation rights agreement, if such right is
granted without a related option.
(c) The Committee may adopt rules and regulations, whether or not
inconsistent with this Article, but not inconsistent with the provisions of
Section 422 of the Code, setting forth the terms and conditions of awards
relating to the Grantee's rights in the event of termination of employment.
17. Changes in Common Stock.
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In the event of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, or other change in corporate structure or
capitalization affecting the Common Stock, such appropriate adjustment shall be
made in the number, kind, option price, etc., of shares subject to options,
rights and other
18.
awards granted under the Plan, including appropriate adjustment in the
maximum number of shares referred to in Article 7 of the Plan, as may be
determined by the Committee.
18. No Right to Employment.
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Nothing in the Plan or any instrument executed pursuant hereto shall confer
upon any employee any right to continue in the employ of the Corporation nor
shall anything in the Plan affect the right of the Corporation to terminate the
employment of any employee, with or without cause.
19. Legal Restrictions.
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The Corporation will not be obligated to issue shares of Common Stock or
make any payment if counsel to the Corporation determines that such issuance or
payment would violate any law or regulation of any governmental authority or any
agreement between the Corporation and any national securities exchange upon
which the Common Stock is listed. In connection with any stock issuance or
transfer, the person acquiring the shares shall, if requested by the
Corporation, give assurances satisfactory to counsel to the Corporation
regarding such matters as the Corporation may deem desirable to assure
compliance with all legal requirements. The Corporation shall in no event be
obliged to take any action in order to cause the exercise of any award under the
Plan.
19.
20. No Rights as Shareholders.
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No Grantee, and no beneficiary or other person claiming through a Grantee,
shall have any interest in any shares of Common Stock allocated for the purposes
of the Plan or subject to any award until such shares of Common Stock shall have
been transferred to the Grantee or such person. Furthermore, the existence of
awards under the Plan shall not affect: the right or power of the Corporation or
its stockholders to make adjustments, recapitalizations, reorganizations or
other changes in the Corporation's capital structure; the dissolution or
liquidation of the Corporation, or the sale or transfer of any part of its
assets or business; or any other corporate act, whether of a similar character
or otherwise.
21. Choice of Law.
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The validity, interpretation and administration of the Plan and of any
rules, regulations, determinations or decisions made thereunder, and the rights
of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the laws of the
State of Connecticut.
22. Amendment and Discontinuance.
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The Board of Directors may alter, suspend, or discontinue the Plan, but may
not, without the approval of a majority of the holders of the Common Stock, make
any alteration or amendment
20.
thereof which operates (a) to increase the total number of shares which may
be granted under the Plan, (b) to extend the term of the Plan or the maximum
option periods provided in the Plan, (c) to decrease the minimum option price
provided in the Plan, or otherwise materially increase the benefits accruing to
Grantees through awards under the Plan, or (d) to modify the eligibility
requirements for participation in the Plan.
Adopted by the Board of Directors at its meeting of March 17, 1992, subject
to approval of the Corporation's shareholders and amended by the Board of
Directors at its meeting of March 18 1997 subject to approval of the
Corporation's shareholders.
Attest: /s/ EVELYN MILLER
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Secretary
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