<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 333-________
- ----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
AMBANC HOLDING CO.
(Exact name of registrant as specified in its charter)
Delaware 14-1783770
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11 Division Street, Amsterdam, New York 12010-4303
- -------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
AMBANC HOLDING CO., INC.
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
James S. Fleischer, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor - East Tower
1100 New York Avenue, NW
Washington, DC 20005
- --------------------------------------------------------------------
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price(2) fee(2)
- ------------------- ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 216,890 shares $19.50 $4,229,355 $1,248
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement covers, in addition to the number of
shares set forth above, an indeterminate number of shares which, by
reason of certain events specified in the Plan, may become subject
to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, at $19.50 per share, which was the
average of the high and low prices per share of the Common Stock on
the Nasdaq Stock Market on April 22, 1998.<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Ambanc Holding
Co., Inc. Recognition and Retention Plan (the "Plan") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Ambanc
Holding Co., Inc. (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement and the
Prospectus to which this Registration Statement relates (the
"Prospectus"), which Prospectus has been or will be delivered to the
participants in the Plan covered by this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 0-27306) filed pursuant to Rule 13a-1
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to above;
(c) the description of the common stock, par value $.01 per share, of
the Company contained in the Company's Registration Statement on
Form 8-A (File No. 0-27306) filed on October 20, 1995, and all
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date
hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Registration Statement and the
Prospectus and to be a part hereof and thereof from the date of the
filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or
therein shall be deemed to be modified or superseded for purposes of
this Registration Statement and the Prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference
herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
The Company shall furnish without charge to each person to whom
the Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the documents incorporated by reference,
other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Secretary, Ambanc Holding
Co., Inc., 11 Division Street, Amsterdam, New York 12010-4303, telephone
number (518) 842-7200.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated
herein or therein by reference.
<PAGE>
<PAGE>
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, except to the extent that such
indemnification is limited by Delaware law and such law cannot be varied
by contract or bylaw. Article ELEVENTH also provides for the authority
to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity under certain circumstances to directors and officers, when
made, or threatened to be made, parties to certain proceedings by reason
of such status with the corporation, against judgments, fines,
settlements and expenses, including attorneys' fees. In addition, under
certain circumstances such persons may be indemnified against expenses
actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of
other corporations or enterprises who are serving as such at the request
of the corporation, when such persons are made, or threatened to be
made, parties to certain proceedings by reason of such status, against
judgments, fines, settlements and expenses, including attorneys' fees;
and under certain circumstances, such persons may be indemnified against
expenses actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where such
person (i) was acting in good faith, (ii) was acting in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation or other corporation or enterprise, as appropriate,
(iii) with respect to a criminal proceeding, had no reasonable cause to
believe his conduct was unlawful, and (iv) was not adjudged to be liable
to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly
and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is permissible
because the person being indemnified has met the requisite standard of
conduct. Such determination may be made (i) by the corporation's board
of directors by a majority vote of a quorum consisting of directors not
at the time parties to such proceeding; or (ii) if such a quorum cannot
be obtained or the quorum so directs, then by independent legal counsel
in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation in
advance of the final disposition of such proceeding upon the receipt of
an undertaking by the director or officer to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses.
<PAGE>
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
- ----------- --------------------------------------- ----------------------
<S> <C> <C>
4.1 Specimen form of common stock *
certificate of Ambanc Holding Co., Inc.
4.2 Certificate of Incorporation *
of Ambanc Holding Co., Inc.
4.3 Bylaws of Ambanc Holding Co., Inc. *
5 Opinion of Silver, Freedman Attached as Exhibit 5
& Taff, L.L.P.
23.1 Consent of Silver, Freedman Contained in Exhibit 5
& Taff, L.L.P.
23.2 Consent of KPMG Peat Marwick LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature
Page
99 Ambanc Holding Co., Inc. Recognition Attached as Exhibit 99
and Retention Plan
</TABLE>
* Filed as exhibits to the Registrant's Registration Statement on Form
S-1 (File No. 33-96654) filed with the Commission on September 7,
1995 pursuant to the Securities Act of 1933. All of such previously
filed documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
<PAGE>
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant of expenses<PAGE>
<PAGE>
incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and the Registrant has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Amsterdam,
State of New York, on April 24, 1998.
AMBANC HOLDING CO., INC.
By: /S/ ROBERT J. BRITTAIN
--------------------------------------
ROBERT J. BRITTAIN, President and Chief
Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Brittain, his true and
lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all said attorney-in-fact and agent or
his substitutes or substitute may lawfully do or cause to be done by
virtue hereof.
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
/S/ ROBERT J. BRITTAIN /S/ PAUL W. BAKER
- ---------------------------------- ----------------------------------
ROBERT J. BRITTAIN PAUL W. BAKER
President, Chief Executive Chairman of the Board and Director
Officer and Director
(Principal Executive Officer)
Date: April 24, 1998 Date: April 24, 1998
/S/ JOHN J. DALY
- ---------------------------------- ----------------------------------
LAUREN T. BARNETT JOHN J. DALY
Director Director
Date: Date: April 24, 1998
/S/ ROBERT J. DUNNING, D.D.S. /S/ LIONEL H. FALLOWS
- ---------------------------------- ----------------------------------
ROBERT J. DUNNING, D.D.S. LIONEL H. FALLOWS
Director Director
Date: April 24, 1998 Date: April 24, 1998
/S/ MARVIN R. LEROY, JR. /S/ CHARLES S. PEDERSON
- ---------------------------------- ----------------------------------
MARVIN R. LEROY, JR. CHARLES S. PEDERSON
Director Director
Date: April 24, 1998 Date: April 24, 1998
/S/ CARL A. SCHMIDT, JR. /S/ WILLIAM A WILDE, JR.
- ---------------------------------- ----------------------------------
CARL A. SCHMIDT, JR. WILLIAM A. WILDE, JR.
Director Director
Date: April 24, 1998 Date: April 24, 1998
/S/ HAROLD A. BAYLOR, JR.
- ----------------------------------
HAROLD A. BAYLOR, JR.
Vice President, Chief Financial
Officer and Treasurer
(Principal Financial and
Accounting Officer)
Date: April 24, 1998
<PAGE>
<PAGE>
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMBANC HOLDING CO., INC.
========================================================================
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
- ----------- --------------------------------------------
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
99 Ambanc Holding Co., Inc. Recognition
and Retention Plan
EXHIBIT 5 <PAGE>
<PAGE>
April 24, 1998
Board of Directors
Ambanc Holding Co., Inc.
11 Division Street
Amsterdam, New York 12010-4303
Members of the Board:
We have acted as counsel to Ambanc Holding Co., Inc. (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement")
relating to 216,890 shares of the Company's common stock, par value $.01
per share (the "Common Stock"), to be offered pursuant to the
Recognition and Retention Plan of the Company (the "Plan").
In this connection, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the Plan, the
Company's Certificate of Incorporation, Bylaws, resolutions of its Board
of Directors and such other documents and corporate records as we have
deemed appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been
duly authorized.
2. The shares of Common Stock to be offered by the Company will
be, when and if issued, sold and paid for as contemplated by
the Plan, legally issued, fully paid and non-assessable
shares of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 to
this Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
EXHIBIT 23.2<PAGE>
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Consent of Independent Certified Public Accountants
The Board of Directors
Ambanc Holding Co., Inc.
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Ambanc Holding Co., Inc. related to the Ambanc
Holding Co., Inc. Recognition and Retention Plan of our report dated
February 13, 1998, relating to the consolidated balance sheets of Ambanc
Holding Co., Inc. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of income, changes in shareholders'
equity and cash flows for each of the years in the three-year period
ended December 31, 1997, which report appears in the December 31, 1997
annual report on Form 10-K of Ambanc Holding Co., Inc.
/s/ KPMG PEAT MARWICK LLP
Albany, New York
April 23, 1998
EXHIBIT 99<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
"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.
<PAGE>
<PAGE>
(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.
<PAGE>
<PAGE>
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
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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.
