Exhibit 10.12
1992 ONBANCORP DIRECTORS' STOCK OPTION PLAN
Adopted December 23, 1991
1. Purpose
The purpose of the 1992 ONBANCorp Directors' Stock Option Plan is to
secure for the Company and its stockholders the benefits of the incentive
inherent in increased common stock ownership of non-employee Directors of the
Company, and to encourage the highest level of performance by such directors by
granting them non-qualified stock options to purchase common stock of the
Company that will increase their proprietary interest in the Company's success
and progress and their identification with the interests of the Company's
stockholders.
2. Definitions
The following definitions shall apply for purposes of the Plan, unless
a different meaning is plainly indicated by the context:
(a) Board means the Board of Directors of ONBANCorp, Inc.
(b) Certificate means an official stock certificate evidencing
ownership of one or more shares of ONBANCorp, Inc. Common
Stock.
(c) Code means the Internal Revenue Code of 1986 (including the
corresponding provisions of any succeeding law).
(d) Committee means the Compensation & Stock Option Committee
of the Board.
(e) Company means ONBANCorp, Inc.
(f) Disability means a condition of total incapacity, mental or
physical, to engage in any substantial gainful activity which
the Committee shall have determined, on the basis of competent
medical evidence, is likely to be permanent, is likely to
result in death or has lasted, or can be expected to last, for
a continuous period of at least twelve months.
(g) Exercise Price means the price per Share at which Shares
subject to an Option may be purchased upon exercise of the
Option, determined in accordance with Paragraph 6(a).
(h) Fair Market Value means, with respect to a Share on a
specified date:
(i) the average of the high and low quoted sales prices
on the date in question (or, if there is no reported
sale on such date, on the last preceding date on
which any reported sale occurred) on the principal
United States securities
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exchange on which the Shares are listed or admitted
to trading; or
(ii) if the Shares are not listed or admitted to trading
on any such exchange, the closing bid quotation with
respect to a Share on such date on the National
Association of Securities Dealers, Inc., Automated
Quotation System, or, if no such quotation is
provided, on another similar system,
selected by the Committee, then in use; or
(iii) if Paragraphs 2(h)(i) and (ii) are not applicable,
the Fair Market Value of a Share as the Committee may
determine, taking into account, among other things,
the difference between the market value and the book
value of the shares of common stock of financial
institutions comparable to the Company and the trend
of the Company's earnings and its book capital
account.
(i) Non-Qualified Stock Option means a right to purchase Shares
that is granted pursuant to section 6(b).
(j) ONBANCorp means ONBANCorp, Inc.
(k) Option means a Non-Qualified Stock Option.
(l) Option Agreement means a written agreement which specifies the
number of shares covered by the Option, specifies the Exercise
Price, incorporates by reference the entire Plan, and contains
such other terms and conditions not inconsistent with the Plan
as the Committee may in its discretion prescribe.
(m) Option Period means the period during which an Option may be
exercised, determined in accordance with section 7.
(n) Plan means the 1992 ONBANCorp Directors' Stock Option Plan.
(o) Retirement means the termination of a Directors' status as a
Director as a result of:
(i) such Director having attained the maximum age
limitation for a Director set forth in the Company's
By-Laws;
(ii) such Director not being re-elected to the Board at
the expiration of his/her term; or
(iii) such Director resigning voluntarily as a Director or
at the request of the Board for any reason other than
for cause.
(p) Share means a share of common stock of ONBANCorp.
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3. Administration
The Plan shall be administered by the Compensation and Stock Option
Committee. The Committee shall have the powers vested in it by the terms of the
Plan, such powers to include authority (within the limitations described herein)
to prescribe the form of the agreement embodying awards of Options made under
the Plan. The Committee shall, subject to the provisions of the Plan, grant
Options under the Plan and shall have the power to construe the Plan, to
determine all questions arising thereunder and to adopt and amend such rules and
regulations for the administration of the Plan as it may deem desirable. Any
decision of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive. The Committee may act only by a majority
of its members in office, except that the members thereof may authorize any one
or more of their number or the Treasurer or any other officer of the Company to
execute and deliver documents on behalf of the Committee. No member of the
Committee shall be liable for anything done or omitted to be done by such member
or by any other member of the Committee in connection with the Plan, except for
such member's own willful misconduct or as expressly provided by statute.
4. Amount of Shares
The Shares which may be issued and sold under the Plan will be the
Common Stock (par value $1.00 per share) of the Company, of a total number not
exceeding 100,000 shares, subject to adjustment as provided in Paragraph 8(c)
below. The stock to be issued may be either authorized and unissued shares or
issued Shares acquired by the Company. In the event that Options granted under
the Plan shall terminate or expire without being exercised in whole or in part,
new Options may be granted covering the Shares not purchased under such lapsed
Options.
5. Eligibility
Each member of the Board of the Company who is not an employee of the
Company or any of its subsidiaries (a "Non-Employee Director") shall be eligible
to receive an Option in accordance with Paragraph 6 below. The adoption of this
Plan shall be not deemed to give any director any right to be granted an option
to purchase Common Stock of the Company, other than in accordance with the terms
of this Plan.
6. Terms and Conditions of Options
Each Option granted under the Plan shall be evidenced by an agreement
in such form as the Board shall prescribe from time to time in accordance with
the Plan and shall comply with the following terms and conditions:
(a) The Option Exercise Price shall be the Fair Market Value of
the Shares subject to such Option on the date the Option is
granted.
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(b) Each year, as of the date of the Annual Meeting of
Stockholders of the Company, each Non-Employee Director who
has been elected or re-elected or who is continuing as a
member of the Board as of the adjournment of the Annual
Meeting and who has not previously been granted Options
pursuant to this Plan shall automatically receive an Option
for 3,000 Shares.
(c) Subject to the limitations of the Plan and the Option
Agreement, an Option holder may, at any time during the Option
Period, exercise his/her right to purchase all or any part of
the Shares to which the Option relates; provided, however,
that the minimum number of Shares which may be purchased shall
be twenty (20), or, if less, the total number of Shares
relating to the Option which are then available for purchase
and the maximum number of Shares which may be purchased shall
be limited by Paragraph 7(b). An Option holder shall exercise
an Option to purchase Shares by:
(i) giving written notice to the Committee or its
designate, in such form and manner as the Committee
may prescribe, of his/her intent to exercise the
Option;
(ii) delivering to the Committee or its designate full
payment for the Shares as to which the Option is to
be exercised; and
(iii) satisfying such other conditions as may be prescribed
in the Option Agreement.
Payment shall be made (1) in United States dollars in cash or by certified
check, money order or bank draft drawn payable to the order of ONBANCorp, Inc.,
or (2) by delivering a certificate or certificates evidencing the Option
holder's ownership in Shares valued at their Fair Market Value, or (3) through
the withholding of Shares issuable upon exercise of the Option valued at their
Fair Market Value on the date of exercise or (4) by a combination of the methods
set forth in (1), (2) and (3). ONBANCorp may also enter into any arrangement
permitted under applicable laws (including Section 16(c) of the Securities
Exchange Act of 1934) to permit the "cashless" exercise of any Option.
(d) When the requirements of Paragraph 6(c) have been satisfied,
the Committee or its designate shall take such action as is
necessary to cause ONBANCorp to issue a Certificate evidencing
the Option holder's ownership of such Shares. The person
exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to
the Shares, prior to the date as of which such Shares are
transferred to such person on the stock transfer records of
ONBANCorp, and no adjustments shall be made for any dividends
or other rights for which the record date is prior to the date
as of which such transfer is effected, except as may be
required under Paragraph 8(c).
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(e) Shares acquired in connection with the exercise of an Option
shall not be assignable or transferable, other than by will or
by the laws of descent and distribution, during any period
which would cause such sale to be in violation of Section
16(b) of the Securities Exchange Act of 1934.
(f) An Option by its terms shall not be assignable or transferable
by the Option holder other than by will or by the laws of
descent and distribution, and shall be exercisable, during the
lifetime of the Option holder, only by the Option holder or
his/her legally appointed guardian.
(g) The Company's obligation to deliver Shares with respect to an
Option shall, if the Committee so requests, be conditioned
upon the receipt of a representation as to the investment
intention of the Option holder to whom such Shares are to be
delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of
applicable Federal, state or local law. It may be provided
that any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. The
Company shall not be required to deliver any Shares under the
Plan prior to (i) the admission of such Shares to listing on
any stock exchange on which Shares may then be listed, or (ii)
the completion of such registration or other qualification
under any state or Federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.
7. Option Period
(a) The Option Period during which any portion of an Option may be
exercised shall commence one year after the date on which the
Option is granted and shall expire on the earlier of:
(i) The last day of the one-year period commencing on the
date of the Option holder's Retirement, death or
Disability; or
(ii) The last day of the ten-year period commencing on the
date on which the Option was first exercisable.
(b) The Option shall become exercisable with respect to one-third
(33-1/3%) of the total number of shares to the nearest whole
Share of Common Stock covered by the Option beginning one year
after the date on which the Option is granted; thereafter it
shall become exercisable with respect to an additional
one-third (33-1/3%) of the total number of shares to the
nearest whole Share of Common Stock covered by the Option on
each subsequent anniversary date of the grant of the Option
until on the third anniversary date of the grant of the Option
it shall become exercisable with respect to the total number
of shares of Common Stock covered by the Option. In
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the event the Non-Employee Director ceases to be a
Non-Employee Director by reason of Retirement, death or
Disability, all Options then held by such individual under
this Plan shall then become immediately exercisable and shall
expire as set forth in Paragraph 7(a).
8. Amendments and Termination
(a) Termination. Subject to Paragraph 8(d), the Board of Directors
may suspend or terminate the Plan in whole or in part at any
time prior to April 30, 2002 by giving written notice of such
suspension or termination to the Committee. Unless sooner
terminated, the Plan shall terminate automatically on April
30, 2002.
(b) Amendment. Subject to Paragraph 8(d), the Board of Directors
may amend or revise the Plan in whole or in part at any time;
provided, however, that it shall not be amended more than once
every six (6) months other than to comply with the Internal
Revenue Code of 1986, as amended, or the Employee Retirement
Income Security Act of 1974, as amended, or the rules and
regulations promulgated under such laws, and further provided
that, subject to Paragraph 8(c), the following amendments or
revisions shall be subject to approval by the holders of at
least a majority of the outstanding voting stock of ONBANCorp:
(i) an increase of more than ten percent (10%) in the
number of Shares as to which Options may be granted;
(ii) a decrease in the Exercise Price for an Option
previously granted;
(iii) an extension of the term of the Plan or an extension
of the Option Period beyond the last day of the
ten-year period commencing on the date on which the
Option was fully exercisable for an Option previously
granted;
(iv) any other amendment which would materially increase
the benefits accruing to participants in the Plan
within the meaning of Section 16b-3 of the Securities
Exchange Act of 1934; and
(v) any change which requires an amendment of ONBANCorp's
certificate of organization.
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(c) Adjustments in the Event of Reorganization or Recapitalization.
(i) in the event of any merger, consolidation, or other
business reorganization in which ONBANCorp is the
surviving entity, and in the event of any stock
split, stock dividend or other event generally
affecting the Shares held by each person who is then
a holder of record of Shares, the Committee shall
determine the appropriate adjustments, if any, to the
maximum number of Shares with respect to which
Options may be granted under the Plan, the number of
Shares as to which Options have been granted under
the Plan, and the Exercise Price therefor, if
applicable, to preserve but not to increase the
benefits under the Plan.
(ii) in the event of any merger, consolidation, or other
business reorganization in which ONBANCorp is not the
surviving entity:
(1) any Options granted under the Plan which
remain outstanding may be cancelled by the
Board upon written notice to each Option
holder given at least 30 days in advance of
the effective date of such merger,
consolidation, business reorganization,
liquidation or sale; and
(2) any Options which are not cancelled pursuant
to Paragraph 8(c)(ii)(1) shall be adjusted
in such manner as the Committee shall deem
appropriate to account for such merger,
consolidation or other business
reorganization.
(d) Consent of Grantee. No amendment, suspension or termination of
the Plan shall be made that would materially adversely affect
any grant previously made under the Plan without the prior
written consent of the grantee.
9. Miscellaneous Provisions
(a) No Right to Continued Directorship. Neither the establishment
of the Plan nor any provisions of the Plan nor any action of
the Board of Directors or the Committee with respect to the
Plan shall be held or construed to confer upon any Director
any right to a continuation of his/her status as a Director of
the Company. The Board and Shareholders reserve the right to
terminate any Director or otherwise deal with any Director to
the same extent as though the Plan had not been adopted.
(b) Construction of Language. Whenever appropriate in the Plan,
words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words
importing the masculine gender may read as referring equally
to the feminine or the neuter. Any reference to an article or
section number shall refer to an article or section of this
Plan, unless otherwise indicated.
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(c) Governing Law. The Plan shall be constructed and enforced in
accordance with the laws of the State of Delaware, except to
the extent that such laws are preempted by the Federal laws of
the United States of America.
(d) Headings. The headings of articles and sections are included
solely for convenience of reference. If there is any conflict
between such headings and the text of the Plan, the text shall
control.
(e) Non-Alienation of Benefits. The right to receive a benefit
under the Plan shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such right
be liable for or subject to debts, contracts, liabilities,
engagements or torts.
(f) Taxes. Where any Person is entitled to receive Shares pursuant
to the exercise of an Option, the Corporation shall have the
right to require such person to pay the Corporation the amount
of any tax which the Corporation is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or to
sell without notice, a sufficient number of Shares to cover
the amount required to be withheld.
(g) Notices. Any notice required or permitted to be given to a
party under the Plan shall be deemed given if personally
delivered or if mailed, postage pre-paid, by certified mail,
return receipt requested, to the party at the address listed
below, or at such other address as one such party may by
written notice specify to the other:
(i) If to the Committee:
ONBANCorp, Inc.
Attention: Treasurer of the Company
101 South Salina Street
P.O. Box 4983
Syracuse, New York 13221
or, if different, to ONBANCorp's then existing
corporate headquarters;
(ii) If to an Option holder, to the Option holder's
address as shown in the Company's personnel records.
(h) Effective Date. The Plan shall become effective as of April
21, 1992 or such later date as the Board may determine,
provided that the Company's stockholders shall have adopted
the Plan at the Company's 1992 Annual Meeting of Stockholders.
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