<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.
1997 STOCK OPTION AND INCENTIVE 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 542,225 shares (2) $8,423,037 $2,485
</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. The proposed maximum offering
price per share represents the weighted average of the (i) exercise
price per share of $13.75 with respect to shares subject to
outstanding options that were granted at fair market value, and
(ii) average of the high and low prices per share of the Common
Stock on the Nasdaq Stock Market on April 22, 1998 of $19.50, with
respect to shares that are not subject to outstanding options.
<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. 1997 Stock Option and Incentive 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. 1997 Stock Attached as Exhibit 99
Option and Incentive 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. 1997 Stock
Option and Incentive 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 542,225 shares of the Company's common stock, par value $.01
per share (the "Common Stock"), to be offered pursuant to the 1997 Stock
Option and Incentive 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 the Registration
Statement on Form S-8 of Ambanc Holding Co., Inc. related to the Ambanc
Holding Co., Inc. 1997 Stock Option and Incentive 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.
1997 Stock Option and Incentive 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, officers and employees
of the Corporation and its Affiliates. It is intended that designated
Options granted pursuant to the provisions of this Plan to persons
employed by the Corporation or its Affiliates will qualify as Incentive
Stock Options. Options granted to persons who are not employees will be
Non-Qualified Stock Options. Options granted as Incentive Stock Options
but which, for any reason, fail to qualify as such shall automatically
become Non-Qualified Stock Options.
2. Definitions. The following definitions are applicable to
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.
"Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, a Stock Appreciation Right, a Limited Stock
Appreciation Right, or any combination thereof, as provided in the Plan.
"Bank" - means Amsterdam Savings Bank, FSB and any successor
entity.
"Code" - means the Internal Revenue Code of 1986, as
amended.
"Committee" - means the Committee referred to in Section 3
hereof.
"Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory director, officer or
employee of the Corporation or an Affiliate, except that when used with
respect to persons granted an Incentive Option means the absence of any
interruption or termination of service as an employee of the Corporation
or an 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 in the case of transfers between payroll
locations of the Corporation or between the Corporation, its parent, its
subsidiaries or its successor. With respect to any advisory director,
continuous service shall mean availability to perform such functions as
may be required of the Bank's advisory directors.
"Corporation" - means Ambanc Holding Co., Inc. a Delaware
corporation.
"Employee" - means any person, including an officer or
director, who is employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act
of 1974, as amended.
<PAGE>
<PAGE>
"Exercise Price" - means (i) in the case of an Option, the
price per Share at which the Shares subject to such Option may be
purchased upon exercise of such Option and (ii) in the case of a Right,
the price per Share (other than the Market Value per Share on the date
of exercise and the Offer Price per Share as defined in Section 10
hereof) which, upon grant, the Committee determines shall be utilized in
calculating the aggregate value which a Participant shall be entitled to
receive pursuant to Sections 9, 10 or 12 hereof upon exercise of such
Right.
"Incentive Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof which is
subject to the limitations and restrictions of Section 8 hereof and is
intended to qualify under Section 422 of the Code.
"Limited Stock Appreciation Right" - means a stock
appreciation right with respect to Shares granted by the Committee
pursuant to Sections 6 and 10 hereof.
"Market Value" - means the average of the high and low
quoted sales price 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) of a Share on the Composite Tape for the New York Stock
Exchange-Listed Stocks, or, if on such date the Shares are not quoted on
the Composite Tape, on the New York Stock Exchange, or, if the Shares
are not listed or admitted to trading on such Exchange, on the principal
United States securities exchange registered under the Securities
Exchange Act of 1934 on which the Shares are listed or admitted to
trading, or, if the Shares are not listed or admitted to trading on any
such exchange, the mean between the closing high bid and low asked
quotations with respect to a Share on such date on the National
Association of Securities Dealers, Inc., Automated Quotations System, or
any similar system then in use, or, if no such quotations are available,
the fair market value on such date of a Share as the Committee shall
determine.
"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.
"Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof, which
option is not intended to qualify under Section 422(b) of the Code.
"Option" - means an Incentive Stock Option or a Non--
Qualified Stock Option.
"Participant" - means any director, advisory director,
officer or employee of the Corporation or any Affiliate who is selected
by the Committee to receive an Award.
"Plan" - means the 1997 Stock Option and Incentive Plan of
the Corporation.
<PAGE>
<PAGE>
"Related" - means (i) in the case of a Right, a Right which
is granted in connection with, and to the extent exercisable, in whole
or in part, in lieu of, an Option or another Right and (ii) in the case
of an Option, an Option with respect to which and to the extent a Right
is exercisable, in whole or in part, in lieu thereof has been granted.
"Right" - means a Limited Stock Appreciation Right or a
Stock Appreciation Right.
"Shares" - means the shares of common stock of the
Corporation.
"Stock Appreciation Right" - means a stock appreciation
right with respect to Shares granted by the Committee pursuant to
Sections 6 and 9 hereof.
"Ten Percent Beneficial Owner" - means the beneficial owner
of more than ten percent of any class of the Corporation's equity
securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934.
3. 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.
4. Participation in Committee Awards. The Committee may select
from time to time Participants in the Plan from those directors,
advisory directors, officers and employees of the Corporation or its
Affiliates who, in the opinion of the Committee, have the capacity for
contributing to the successful performance of the Corporation or its
Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the
operation of Section 11 hereof, the maximum number of Shares with
respect to which Awards may be made under the Plan is 10% of the total
Shares issued in the Bank's conversion to the capital 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 heretofore or
hereafter reacquired and held as treasury shares. Shares which are
subject to Related Rights and Related Options shall be counted only once
in determining whether the maximum number of Shares with respect to
which Awards may be granted under the Plan has been exceeded. An Award
shall not be considered to have been made under the Plan with respect to
any Option or Right which terminates, and new Awards may be granted
under the Plan with respect to the number of Shares as to which such
termination or forfeiture has occurred.
<PAGE>
<PAGE>
6. General Terms and Conditions of Options and Rights. The
Committee shall have full and complete authority and discretion, except
as expressly limited by the Plan, to grant Options and/or Rights and to
provide the terms and conditions (which need not be identical among
Participants) thereof. In particular, the Committee shall prescribe the
following terms and conditions: (i) the Exercise Price of any Option or
Right, which shall not be less than the Market Value per Share at the
date of grant of such Option or Right, (ii) the number of Shares subject
to, and the expiration date of, any Option or Right, which expiration
date shall not exceed ten years from the date of grant, (iii) the
manner, time and rate (cumulative or otherwise) of exercise of such
Option or Right, and (iv) the restrictions, if any, to be placed upon
such Option or Right or upon Shares which may be issued upon exercise of
such Option or Right. The Committee may, as a condition of granting any
Option or Right, require that a Participant agree not to thereafter
exercise one or more Options or Rights previously granted to such
Participant. No Participant may receive a grant of Options or Rights
covering in excess of 100,000 Shares in any one year.
7. Exercise of Options or Rights.
(a) Except as provided herein, an Option or Right granted
under the Plan shall be exercisable during the lifetime of the
Participant to whom such Option or Right was granted only by such
Participant and, except as provided in paragraphs (c) and (d) of this
Section 7, no such Option or Right may be exercised unless at the time
such Participant exercises such Option or Right, such Participant has
maintained Continuous Service since the date of grant of such Option or
Right.
(b) To exercise an Option or Right under the Plan, the
Participant to whom such Option or Right was granted shall give written
notice to the Corporation in form satisfactory to the Committee (and, if
partial exercises have been permitted by the Committee, by specifying
the number of Shares with respect to which such Participant elects to
exercise such Option or Right) together with full payment of the
Exercise Price, if any and to the extent required. The date of exercise
shall be the date on which such notice is received by the Corporation.
Payment, if any is required, shall be made either (i) in cash (including
check, bank draft or money order) or (ii) by delivering (A) Shares
already owned by the Participant and having a fair market value equal to
the applicable exercise price, such fair market value to be determined
in such appropriate manner as may be provided by the Committee or as may
be required in order to comply with or to conform to requirements of any
applicable laws or regulations, or (B) a combination of cash and such
Shares.
(c) If a Participant to whom an Option or Right was
granted shall cease to maintain Continuous Service for any reason
(including total or partial disability and retirement at age 65 or
later, but excluding death and termination of employment by the
Corporation or any Affiliate for cause), such Participant may, but only
within the period of three months succeeding such cessation of
Continuous Service and in no event after the expiration date of such
Option or Right, exercise such Option or Right to the extent that such
Participant was entitled to exercise such Option or Right at the date of
such cessation, provided, however, that such right of exercise after
cessation of Continuous Service shall not be available to a Participant
if the Committee otherwise determines and so provides in the applicable
instrument or instruments evidencing the grant of such Option or Right.
If the Continuous Service of a Participant to whom an Option or Right
was granted by the Corporation is terminated for cause, all rights under
any Option or Right of such Participant shall expire immediately upon
the giving to the Participant of notice of such termination.
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(d) In the event of the death of a Participant while in
the Continuous Service of the Corporation or an Affiliate or within the
three month period referred to in paragraph (c) of this Section 7, the
person to whom any Option or Right held by the Participant at the time
of his death is transferred by will or the laws of descent and
distribution, or in the case of an Award other than an Incentive Stock
Option, pursuant to a qualified domestic relations order, as defined in
the Code or Title 1 of ERISA or the rules thereunder, may exercise such
Option or Right at any time within a period of one year succeeding the
date of death of such Participant, but in no event later than ten years
from the date of grant of such Option or Right. Following the death of
any Participant to whom an Option was granted under the Plan,
irrespective of whether any Related Right shall have theretofore been
granted to the Participant or whether the person entitled to exercise
such Related Right desires to do so, the Committee may, as an alterna-
tive means of settlement of such Option, elect to pay to the person to
whom such Option is transferred by will or by the laws of descent and
distribution, or in the case of an Option other than an Incentive Stock
Option, pursuant to a qualified domestic relations order, as defined in
the Code or Title I of ERISA or the rules thereunder, the amount by
which the Market Value per Share on the date of exercise of such Option
shall exceed the Exercise Price of such Option, multiplied by the number
of Shares with respect to which such Option is properly exercised. Any
such settlement of an Option shall be considered an exercise of such
Option for all purposes of the Plan.
8. Incentive Stock Options. Incentive Stock Options may be
granted only to Participants who are Employees. Any provision of the
Plan to the contrary notwithstanding, (i) no Incentive Stock Option
shall be granted more than ten years from the date the Plan is adopted
by the Board of Directors of the Corporation and no Incentive Stock
Option shall be exercisable more than ten years from the date such
Incentive Stock Option is granted, (ii) the Exercise Price of any
Incentive Stock Option shall not be less than the Market Value per Share
on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such
Incentive Stock Option is granted other than by will or the laws of
descent and distribution, and shall be exercisable during such
Participant's lifetime only by such Participant, (iv) no Incentive Stock
Option shall be granted to any individual who, at the time such
Incentive Stock Option is granted, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of
the Corporation or any Affiliate unless the Exercise Price of such
Incentive Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such Incentive Stock Option is not
exercisable after the expiration of five years from the date such
Incentive Stock Option is granted, and (v) the aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) of the
Shares with respect to which Incentive Stock Options are exercisable for
the first time by a Participant in any calendar year shall not exceed
$100,000.
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9. Stock Appreciation Rights. A Stock Appreciation Right
shall, upon its exercise, entitle the Participant to whom such Stock
Appreciation Right was granted to receive a number of Shares or cash or
combination thereof, as the Committee in its discretion shall determine,
the aggregate value of which (i.e., the sum of the amount of cash and/or
Market Value of such Shares on date of exercise) shall equal (as nearly
as possible, it being understood that the Corporation shall not issue
any fractional shares) the amount by which the Market Value per Share on
the date of such exercise shall exceed the Exercise Price of such Stock
Appreciation Right, multiplied by the number of Shares with respect of
which such Stock Appreciation Right shall have been exercised. A Stock
Appreciation Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to time in
each case determine. At the time of grant of an Option the Committee
shall determine whether and to what extent a Related Stock Appreciation
Right shall be granted with respect thereto; provided, however, and
notwithstanding any other provision of the Plan, that if the Related
Option is an Incentive Stock Option, the Related Stock Appreciation
Right shall satisfy all the restrictions and limitations of Section 8
hereof as if such Related Stock Appreciation Right were an Incentive
Stock Option and as if other rights which are Related to Incentive Stock
Options were Incentive Stock Options. In the case of a Related Option,
such Related Option shall cease to be exercisable to the extent of the
Shares with respect to which the Related Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option, any
Related Stock Appreciation Right shall terminate to the extent of the
Shares with respect to which the Related Option was exercised or
terminated.
10. Limited Stock Appreciation Rights. At the time of grant of
an Option or Stock Appreciation Right to any Participant, the Committee
shall have full and complete authority and discretion to also grant to
such Participant a Limited Stock Appreciation Right which is Related to
such Option or Stock Appreciation Right; provided, however and
notwithstanding any other provision of the Plan, that if the Related
Option is an Incentive Stock Option, the Related Limited Stock
Appreciation Right shall satisfy all the restrictions and limitations of
Section 8 hereof as if such Related Limited Stock Appreciation Right
were an Incentive Stock Option and as if all other Rights which are
Related to Incentive Stock Options were Incentive Stock Options.
Notwithstanding any other provision of the Plan, a Limited Stock
Appreciation Right shall be exercisable only during the period beginning
on the first day following the date of expiration of any "offer" (as
such term is hereinafter defined) and ending on the forty-fifth day
following such date.
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A Limited Stock Appreciation Right shall, upon its exercise,
entitle the Participant to whom such Limited Stock Appreciation Right
was granted to receive an amount of cash equal to the amount by which
the "Offer Price per Share" (as such term is hereinafter defined) or the
Market Value on the date of such exercise, as shall have been provided
by the Committee in its discretion at the time of grant, shall exceed
the Exercise Price of such Limited Stock Appreciation Right, multiplied
by the number of Shares with respect to which such Limited Stock
Appreciation Right shall have been exercised. Upon the exercise of a
Limited Stock Appreciation Right, any Related Option and/or Related
Stock Appreciation Right shall cease to be exercisable to the extent of
the Shares with respect to which such Limited Stock Appreciation Right
was exercised. Upon the exercise or termination of a Related Option or
Related Stock Appreciation Right, any Related Limited Stock Appreciation
Right shall terminate to the extent of the Shares with respect to which
such Related Option or Related Stock Appreciation Right was exercised or
terminated.
For the purposes of this Section 10, the term "Offer" shall mean
any tender offer or exchange offer for Shares other than one made by the
Corporation, provided that the corporation, person or other entity
making the offer acquires pursuant to such offer either (i) 25% of the
Shares outstanding immediately prior to the commencement of such offer
or (ii) a number of Shares which, together with all other Shares
acquired in any tender offer or exchange offer (other than one made by
the Corporation) which expired within sixty days of the expiration date
of the offer in question, equals 25% of the Shares outstanding
immediately prior to the commencement of the offer in question. The
term "Offer Price per Share" as used in this Section 10 shall mean the
highest price per Share paid in any Offer which Offer is in effect any
time during the period beginning on the sixtieth day prior to the date
on which a Limited Stock Appreciation Right is exercised and ending on
the date on which such Limited Stock Appreciation Right is exercised.
Any securities or property which are part or all of the consideration
paid for Shares in the Offer shall be valued in determining the Offer
Price per Share at the higher of (A) the valuation placed on such
securities or property by the corporation, person or other entity making
such Offer or (B) the valuation placed on such securities or property by
the Committee.
11. 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.
12. Effect of Merger. In the event of any merger, consolidation
or combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which
does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property, or any
combination thereof) pursuant to a plan or agreement the terms of which
are binding upon all stockholders of the Corporation (except to the
extent that dissenting stockholders may be entitled, under statutory
provisions or provisions contained in the certificate of incorporation,
to receive the appraised or fair value of their holdings), any
Participant to whom an Option or Right has been granted shall have the
right (subject to the provisions of the Plan and any limitation
applicable to such Option or Right), thereafter and during the term of
each such Option or Right, to receive upon exercise of any such Option
or Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or
combination in respect of a Share over the Exercise Price of such Right
or Option, multiplied by the number of Shares with respect to which such
Option or Right shall have been exercised. Such amount may be payable
fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash
and partly in one or more of such kind or kinds of property, all in the
discretion of the Committee.
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13. Effect of Change in Control. Each of the events specified
in the following clauses (i) through (iii) of this Section 13 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 for
the election of the Board of Directors of the Corporation or the Bank
may be cast, (ii) as a result of, or in connection with, any cash tender
offer, exchange 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 a tender offer or exchange offer for Shares
(other than such an offer by the Corporation) is commenced, or if any of
the events specified in clauses (i) through (iii) above shall occur,
unless the Committee shall have otherwise provided in the instrument
evidencing the grant of an Option or Stock Appreciation Right, all
Options and Stock Appreciation Rights theretofore granted and not fully
exercisable shall become exercisable in full upon the happening of such
event; provided, however, that no Option or Stock Appreciation Right
which has previously been exercised or otherwise terminated shall become
exercisable.
14. 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 in the case of Awards other than
Incentive Stock Options pursuant to a qualified domestic relations
order, as defined in the Code or Title I of ERISA or the rules
thereunder.
15. Employee Rights Under the Plan. No director, advisory
director, 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, 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 or any Affiliate.
16. Delivery and Registration of Stock. The Corporation's
obligation to deliver Shares with respect to an Award shall, if the
Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant 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
the Securities Act of 1933 or any other Federal, state or local
securities legislation or regulation. It may be provided that any
representation requirement shall become inoperative upon a registration
of the Shares or other action eliminating the necessity of such
representation under such Securities Act or other securities
legislation. The Corporation 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, and
(ii) the completion of such registration or other qualification of such
Shares under any state or Federal law, rule or regulation, as the Com-
mittee shall determine to be necessary or advisable.
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17. Withholding Tax. The Corporation shall have the right to
deduct from all amounts paid in cash with respect to the exercise of a
Right under the Plan any taxes required by law to be withheld with
respect to such cash payments. Where a Participant or other person is
entitled to receive Shares pursuant to the exercise of an Option or
Right pursuant to the Plan, the Corporation shall have the right to
require the Participant or such other person to pay the Corporation the
amount of any taxes which the Corporation is required to withhold with
respect to such Shares.
18. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in Section 11 hereof) no
amendment shall be made without approval of the stockholders of the
Corporation which shall (i) materially increase the aggregate number of
Shares with respect to which Awards may be made under the Plan, (ii)
materially increase the aggregate number of Shares which may be subject
to Awards to Participants who are not Employees or (iii) change the
class of persons eligible to participate in the Plan; provided, however,
that no such amendment, suspension or termination shall impair the
rights of any Participant, without his consent, in any Award theretofore
made pursuant to the Plan.
19. Effective Date and Term of Plan. The Plan shall become
effective upon approval of the Plan by stockholders of the Corporation.
It shall continue in effect for a term of ten years unless sooner
terminated under Section 18 hereof.
