EXHIBIT 10(I)
AMENDED JULY, 1996
IROQUOIS BANCORP, INC.
STOCK PURCHASE INCENTIVE PROGRAM
1. Purpose. This Stock Purchase Incentive Program ("Plan") adopted by
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Iroquois Bancorp, Inc. is to encourage a sense of proprietorship and loyalty on
the part of directors and officers of the Corporation and its subsidiaries by
providing financial incentives for such persons to increase their ownership in
the Company's Common Stock, serving to strengthen their commitment to the
continued growth of the Company and its financial success.
2. Administration of Plan. The Plan shall be administered by and under
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the direction of the Chief Financial Officer of the Company, subject to the
terms and conditions hereof. The interpretation and construction of any
provision of the Plan shall be determined conclusively by the board of directors
of the Company.
3. Eligibility. Participation in the Plan shall be limited to directors
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and executive officers of the Company and of any financial institution
subsidiary of the Company, provided that any such director or executive officer
who serves more than one entity in the holding company organization may
participate only to the extent of one affiliation.
4. Participation. Participation in the Plan will be on an annual basis,
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such that each participant must be eligible on January 1 of any calendar year in
which such person participates. Participation is entirely voluntary and any
person eligible may join or withdraw from the Plan at any time by providing
notice to the Company's Chief Financial Officer as Administrator of the Plan.
5. (a) Incentive Payments. The Company, itself or through any
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subsidiary financial institution, will make incentive payments in amounts up to
$5,000 per year, with an aggregate limit of $100,000, to eligible individuals by
providing reimbursement for either (1) the purchase of Common Stock of the
Company by the participant, or (2) the exercise price of stock options to
purchase the Company's Common Stock. Reimbursement may be used for both stock
purchase price and brokers' commissions or other transaction expenses.
(b) Carryforward. Each participant may purchase more than $5,000 of the
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Company's Common Stock or exercise options to purchase shares of the Company's
Common Stock equal to more than $5,000 in exercise price in any one fiscal year
and may carry forward the excess and receive reimbursement for the option
exercise or stock purchases in succeeding years, subject to the maximum
annual and aggregate awards of $5,000 and $100,000, respectively.
(c) Transactions Eligible for Reimbursement. A purchase of Common Stock
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qualifies for reimbursement under the program if the purchase is effected in one
of two
ways: (1) as newly issued Common Stock in a stock offering to the public; or
(2) as a purchase of additional Common Stock through the Company's Dividend
Reinvestment Plan. Any valid exercise of options to purchase the Common Stock of
the Company may qualify. All such transactions must occur within the time
permitted under this Agreement. Participants must notify the Company's Chief
Financial Officer of any purchase to be covered by Plan reimbursement and must
provide satisfactory documentation to evidence the purchase. To be eligible
for reimbursement, any transaction must be reflected by the issuance of a
certificate for such Common Stock in the name of the eligible participant under
the Program, in the name of a trustee designating the eligible participant as
beneficiary pursuant to an individual retirement account (IRA) or other similar
pension plan subject to the Employee Retirement Security Act of 1974, or in such
other form as to evidence ownership of the Common Stock by the eligible
participant.
6. Reimbursement Procedures. Reimbursement for new qualifying purchases
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or option exercises is made once, at the end of the fiscal year. Reimbursement
will also be made in January of each fiscal year to any participant for any
amount being carried forward from the previous fiscal year, up to the maximum
annual limitation of $5,000. If a participant receives less than $5,000 of
carryforward reimbursement in January, and makes additional qualifying purchases
or exercises additional options during the calendar year, the participant will
be reimbursed again at the end of the fiscal year for such additional purchases
or exercise price up to the $5,000 aggregate maximum reimbursement for the year.
Reimbursement will be in the form of a check issued by the Company or any
subsidiary financial institution with which the participant is affiliated.
7. Recordkeeping. All books and records pertaining to the Plan will be
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maintained by or at the direction of the Chief Financial Officer of the Company
as Administrator of the Plan. Each participant in the Plan will receive an
annual statement reflecting all transactions with respect to that person's
participation during the calendar year, including the carryforward balance if
applicable.
8. Change of Control. In the event of a change of control of the
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Company's Common Stock, all participants who have unreimbursed qualifying
transactions or a carryforward balance for such qualifying transactions at the
time the change of control occurs shall be entitled to receive a lump sum
payment equal to the unreimbursed amounts and carryforward balance, provided
that such amount added to prior payments under the Plan may not exceed the
aggregate maximum reimbursement under the Plan of $100,000. For the purposes of
this Plan, a "change in control" of the Company shall mean: (i) any "person,"
including a "group" as determined in accordance with the Section 13(d) of the
Securities Exchange Act of 1934 ( the "Exchange Act"), is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities; (ii) as a result of, or in connection with, any tender
offer or exchange offer, merger or other business combination (a "Transaction"),
the persons who were directors of the Company before the Transaction shall cease
to constitute a majority of the board of directors of the Company or any
successor to the Company; (iii) the Company is merged or consolidated with
another corporation and as a result of the merger or consolidation less than
80% of the outstanding voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by the former shareholders of
the Company, other than (A) affiliates within the meaning of the Exchange Act,
or (B) any party to the merger or consolidation; (iv) a tender offer or exchange
offer is made and consummated for the
ownership of securities of Iroquois representing 20% or more of the combined
voting power of the Companys then outstanding voting securities; or (v) the
Company transfers substantially all of its assets to another corporation which
is not controlled by the Company.
9. Death or Termination of Employment. In the event of the death of a
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participant or the termination of a participant's employment for any reason
other than for cause, the participant or the participant's estate shall be
entitled to receive payment of any unreimbursed qualifying transactions in
participant's account under the Plan that would have been payable at the end of
the year if death or termination had not occurred. Eligibility for any further
participation terminates, any carryforward balance is canceled, and neither
participant nor participant's estate shall be entitled to any reimbursement in
excess of the $5,000 payable during the year of death or termination. Any
participant who is terminated for cause from employment or removed for cause
from the board of directors shall not be entitled to any further reimbursement
under the Plan under any circumstances.
10. Amendment and Termination of Plan. The board of directors of the
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Company may at any time in its sole discretion terminate the Plan or make such
amendment of the Plan as it may deem proper and in the best interests of the
Company or any subsidiary, in each case without the consent of any participant
or any subsidiary.