<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1996
Registration No. 33-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Emerald Isle Bancorp, Inc.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3300934
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
730 HANCOCK STREET
QUINCY, MASSACHUSETTS 02170
(617) 479-5001
(Address of Principal Executive Offices)
THE HIBERNIA SAVINGS BANK 1986 STOCK OPTION PLAN*
THE HIBERNIA SAVINGS BANK 1989 STOCK OPTION PLAN*
THE HIBERNIA SAVINGS BANK 1995 PREMIUM INCENTIVE STOCK OPTION PLAN*
THE HIBERNIA SAVINGS BANK 1989 STOCK PURCHASE PLAN FOR DIRECTORS,
OFFICERS, EMPLOYEES, AND CERTAIN PLANS*
*In accordance with the reorganization of The Hibernia Savings Bank as a
subsidiary of the Registrant, these plans constitute the benefit plans of the
Registrant and the shares to be issued pursuant to these plans shall be
shares of the Registrant.
(Full title of the plan)
ANNE H. STOSSEL, ESQUIRE
MICHAEL PASSANISI, ESQUIRE
ROCHE, CARENS & DEGIACOMO, P.C.
99 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(Name and address of agent for service)
(617) 451-9300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00
per share 154,387 $16.125 $2,489,490.40 $858.47
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based, in accordance with Rule 457 under the Securities Act of 1933,
upon the high and low prices reported in the NASDAQ National Market
System for shares of Emerald Isle Bancorp, Inc. common stock as of
October 31, 1996.
- -------------------------------------------------------------------------------
Page 1 of 60 Pages Exhibit Index at Sequential Page 6
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE ANNUAL INFORMATION *
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in The Hibernia
Savings Bank Employee Stock Option Plan, The Hibernia Savings Bank 1986 Stock
Option Plan, The Hibernia Savings Bank 1989 Stock Option Plan, The Hibernia
Savings Bank 1995 Premium Incentive Stock Option Plan, The Hibernia Savings
Bank 1989 Stock Purchase Plan for Directors, Officers, Employees, and Certain
Plans in accordance with Rule 428(b)(1). In accordance with Rule 424 and in
reliance on Rule 428, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Emerald Isle Bancorp, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with the
Commission. Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Registration Statement on Form 8-A, as filed with the
Commission on August 9, 1996.
(b) The Company's Current Report on Form 8-K dated October 7, 1996 and
filed with the Commission on October 11, 1996, containing quarterly
financial statements and other information with respect to the
Company at dates and for periods through September 30, 1996.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(a), 13(c), 14,
AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR
VALUE $1.00 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Roche, Carens & DeGiacomo, P.C., has been retained as counsel to
The Hibernia Savings Bank (the "Bank") for the last nine fiscal years
and will serve as counsel to the Company. Michael T. Putziger, Esquire,
the Executive Director of Roche, Carens & DeGiacomo, is a Director
of the Bank.
Mr. Putziger is also a Director and stockholder of the Company. As of
October 31, 1996, Mr. Putziger beneficially owned 193,950 shares of the
Company common stock, which represents 10.97% of the common stock of the
Company issued and outstanding. Mr. Putziger is not an employee of the Bank
or the Company and will not receive, in connection with this offering, any
substantial interest in the registrant or any of its subsidiaries.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 67 of Chapter 156B of the General Laws of Massachusetts sets forth
the circumstances under which directors, officers, employees and other agents
of a corporation may be indemnified against liability which they may incur in
their capacities.
SECTION 67 INDEMNIFICATION OF OFFICERS AND DIRECTORS
Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i)
the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors. Except as the articles of
organization or by-laws otherwise require, indemnification of any persons
referred to in the preceding sentence who are not directors of the
corporation may be provided by it to the extent authorized by the directors.
Such indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance of
the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this section which
undertaking may be accepted without reference to the financial ability of
such person to make repayment. Any such indemnification may be provided
although the person to be indemnified is no longer an officer, director,
employee or agent of the corporation or of such other organization or no
longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of
the participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization or with respect to any employee benefit plan, against any
liability incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify him
against such liability.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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;
(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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(b) 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.
(c) 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.
(d) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of
any delayed offering or throughout a continuous offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Quincy, State of Massachusetts, on
November 1, 1996
EMERALD ISLE BANCORP, INC.
By: /s/ Mark A. Osborne
-----------------------
Mark A. Osborne, President
duly authorized
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Mark A. Osborne
Mark A. Osborne President and Director November 1, 1996
/s/ Richard S. Straczynski
Richard S. Straczynski Executive Vice President November 1, 1996
/s/ Gerard F. Linskey
Gerard F. Linskey Treasurer November 1, 1996
/s/ Douglas C. Purdy
Douglas C. Purdy Clerk and Director November 1, 1996
/s/ Richard P. Quincy
Richard P. Quincy Director November 1, 1996
/s/ Peter L. Maguire
Peter L. Maguire Director November 1, 1996
/s/ John V. Murphy
John V. Murphy Director November 1, 1996
/s/ Thomas P. Moore, Jr.
Thomas P. Moore, Jr. Director November 1, 1996
/s/ Michael T. Putziger
Michael T. Putziger Director November 1, 1996
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Sequential
- ------- ----------- Page Number
-----------
4.1 Common Stock Certificate of the Company 8
4.2 Form of Incentive Stock Option Agreement (1986 Plan) 11
4.3 Form of Incentive Stock Option Agreement (1989 Plan) 18
4.4 Form of Incentive Stock Option Agreement (1995 Plan) 24
5 Opinion of Roche, Carens & DeGiacomo, P.C. regarding the 30
legality of the securities being registered hereby
(with consent)
23.1 Consent of Arthur Andersen LLP 33
99.1 The Hibernia Savings Bank 1986 Stock Option Plan 35
99.2 The Hibernia Savings Bank 1989 Stock Option Plan 44
99.3 The Hibernia Savings Bank 1995 Premium Incentive Stock 49
Option Plan
99.4 The Hibernia Savings Bank 1989 Stock Purchase Plan for 57
Directors, Officers, Employees, and Certain Plans
<PAGE>
CEAD MILE FAILTE
[Seal]
EMERALD ISLE BANCORP, INC.
NUMBER SHARES
Common Stock See reverse for
certain definitions
CUSIP 290923 10 1
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
THE PAR VALUE OF $1.00 PER SHARE EACH OF
EMERALD ISLE BANCORP, INC., transferable only on the books of the Corporation
by the holder thereof in person, or by duly authorized attorney, upon the
surrender of this certificate properly endorsed. The amount of the Common
Stock of the Corporation and the par value of the shares thereof are set
forth in the Articles of Organization of the Corporation and any amendments
thereto, and said Articles as they may be amended are expressly incorporated
herein by reference, to which the holder, by acceptance hereof, agrees and
assents. This certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
by the facsimile signatures of its duly authorized officers and sealed with
the facsimile seal of the Corporation
Dated:
/s/ Gerard F. Linskey /s/ Mark A. Osborne
TREASURER PRESIDENT
COUNTERSIGNED AND REGISTERED:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
(RIDGEFIELD PARK, NJ) TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
EMERALD ISLE BANCORP, INC.
The Corporation is authorized to issue Common Stock, par value $1.00 per
share, and Preferred Stock, par value $1.00 per share. The Articles of
Organization give the Board of Directors the authority to determine and alter
the rights, preferences, privileges and restrictions granted to or imposed
upon the Preferred Stock authorized to be issued by the Corporation. A
statement of the authorized classes and series of the Corporation's shares
and of the rights, preferences, privileges and restrictions granted to or
imposed thereon and upon the holders thereof will be furnished without charge
to any stockholder upon request to the Secretary of the Corporation mailed to
730 Hancock Street, Quincy, Massachusetts 02170.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C> <C> <C> <C>
ADM Administrator(s) EX Executor(s) TEN ENT As tenants by the
administratrix(ices) executrix(ices) entireties
TR Trustee(s)
COMM Committee(s) FBO For the benefit of UA Under Agreement
GDN Guardian(s) UNIF GIFT Uniform Gifts to
CONS Conservator(s) JT TEN As joint tenants with right MIN ACT Minors Act
of survivorship and not as
CUST Custodian tenants in common UW Under last will
EST Estate TEN COM As tenants in common and testament
</TABLE>
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
For value received_________hereby sell, assign and transfer____________shares
(I or we) (amount)
of the Capital Stock represented by this certificate to_________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
(Print full name and address of Assignee including zip code)
________________________________________________________________________________
zip code
Assignee and do irrevocably constitute and appoint______________________________
(Leave blank or fill in as
explained in Notice below)
as Attorney to transfer the said Stock on the books of the Corporation with
full power of substitution.
Dated:_____________________
X________________________________________
(Sign here exactly as name(s) is shown
on the face of this certificate without
any change or alteration whatever.)
X________________________________________
(Sign here exactly as name(s) is shown
on the face of this certificate without
any change or alteration whatever.)
NOTICE: The signature to this
assignment must correspond to the
name as written upon the face of
this certificate, in every
particular, without alteration or
enlargement, or any change whatever.
IMPORTANT NOTICE: When you sign your name to this Assignment Form without
filling in the name of your "Assignee" or "Attorney", this stock certificate
becomes fully negotiable, similar to a check endorsed in blank. Therefore, to
safeguard a signed certificate, it is recommended that you either (i) fill in
the name of the new owner in the "Assignee" blank, or (ii) if you are sending
the signed certificate to your bank or broker, fill in the name of the bank
or broker in the "Attorney" blank. Alternatively, instead of using this
Assignment Form, you may sign a separate "stock power" form and then mail the
unsigned stock certificate and the signed "stock power" in separate
envelopes. For added protection, use certified or registered mail for a stock
certificate.
<PAGE>
THE HIBERNIA SAVINGS BANK
STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Date:
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, THE HIBERNIA SAVINGS BANK, a Massachusetts corporation with its
principal place of business at Washington Street, Boston, Massachusetts (the
"Bank"), hereby grants to:
(the "Optionee"), an Incentive Stock Option ("ISO"), within the meaning of
the provisions of Sections 421 and 422A of the Internal Revenue Code of 1954,
as amended, (the "Code") to purchase shares of the Bank's Common Stock,
$1.00 par value, ("Common Stock") upon the following terms and conditions
1. (a) This ISO is granted pursuant to the Bank's 1986 Stock Option
Plan (the "Plan") and is subject to the terms and conditions of the Plan, a
copy of which is annexed hereto as Exhibit "A" and hereby incorporated herein
by reference.
(b) This ISO is intended to qualify as an "incentive stock option"
as the same is defined in Section 422A of the Code and this Agreement shall
be interpreted consistently with such intent.
(c) For the purposes of determining if an Optionee possesses, as of
the date hereof, more than ten (10%) of the total combined voting power of
all classes of stock of the Bank, an Optionee shall be deemed to possess the
stock owned directly or indirectly by or for his brothers and sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants,
and her or his proportionate share as either a shareholder, partner or
beneficiary of the stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust.
<PAGE>
2. This ISO shall not be transferable by the Optionee other than by
Will or by the laws of descent and distribution and shall be exercisable by
the Optionee, during her or his lifetime, only by her or him.
3. (a) The price at which said shares of Common Stock may be purchased
pursuant to this ISO shall be per share (the "Purchase Price"), subject
to adjustment as provided in PARAGRAPH 3(b) hereof, said Purchase Price being
not less than one hundred (100%) percent of the fair market value of such
stock on the date hereof, or not less than one hundred ten (110%) percent of
the fair market value of such stock on the date hereof if the Optionee
possesses, as of the date hereof, more than ten (10%) percent of the total
combined voting power of all classes of stock of the Bank, or its parent or
its subsidiary corporations. Fair market value shall be determined in good
faith by the Board of Directors of the Bank (the "Board of Directors").
(b) If at any time after the date hereof but prior to an exercise of
this ISO there shall occur (i) any subdivision or combination of the Bank's
outstanding Common Stock, by reclassification or otherwise; (ii) the payment
of any Common Stock dividend, or (iii) any other capital adjustment effected
without receipt of consideration from another entity that in the discretion
of the Board of Directors may require adjustment; then at the time of such
occurrence, the number of shares subject to this ISO and the price per share
set forth in PARAGRAPH 3(a) hereof shall be proportionately adjusted. Any
fractional shares resulting from the computation of such adjustment shall be
eliminated from this ISO.
(c) The Purchase Price shall be payable (i) in cash or by check
acceptable to the Bank, (ii) at the discretion of the Management and
Compensation Committee, or the Executive Committee if no Management and
Compensation Committee is in existence, of the Board of Directors, by the
transfer to the Bank of shares of Common Stock having a value at the time of
the exercise equal to the total Purchase Price, or (iii) by a combination of
(i) or (ii). The Bank may not directly or indirectly make any loan to the
Optionee for the purpose of assisting her or him to acquire any shares
issuable upon the exercise of any ISO granted to her or him under the Plan.
4. (a) This ISO must be exercised, if at all, before the expiration of
ten (10) years from the date hereof, provided that, in the event that the
Optionee possesses, as of the date hereof, more than ten (10%) percent of the
total combined voting power of all classes of stock of the Bank, this ISO
must be exercised before the expiration of five (5) years from the date
hereof.
-2-
<PAGE>
(b) Subject to the provisions hereinafter set forth, this ISO may be
exercised by the Optionee on or after _________________, 1989 or such later
date as may be specified by the Massachusetts Commissioner of Banks, but in
no event later than 10 years from the date hereof.
(c) This ISO may not be exercised as to any shares whatsoever while
there is outstanding (within the meaning of Section 422A(c)(7) of the Code)
any ISO, granted, to the Optionee before granting of this ISO, to purchase
stock in the Bank or in a corporation which, as of the date hereof, is a
parent or subsidiary corporation of the Bank, or the predecessor corporation
of any such corporation;
(d) This ISO may not be exercised as to any shares whatsoever
(except as provided in PARAGRAPHS 4(e) AND 4(f) herein) unless at all times
during the period beginning on the date hereof and ending on the day three
(3) months before the date of exercise, the Optionee was an employee of the
Bank, its parent, or its subsidiary corporation, or of a corporation (or its
parent or subsidiary) issuing or assuming a stock option in a transaction to
which Section 425(a) of the Code applies; except that, in the case of an
Optionee who is disabled within the meaning of Section 105(d)(4) of the Code,
the three (3) month period referred to above shall be one (1) year.
(e) If employment of the Optionee is terminated by the Bank for
cause, this ISO shall terminate immediately. If the Optionee's employment
ceases by reason of her or his voluntary resignation and acceptance thereof
by the Board of Directors or under circumstances in which the Board of
Directors deems immediate termination of this ISO to be inequitable, the
Optionee may exercise this ISO to the extent that she or he was entitled to
exercise it on the date of such cessation of employment, during the three (3)
months immediately succeeding such cessation of employment, provided such
exercise is in no event made later than ten (10) years from the date hereof,
or five (5) years from the date hereof in the case of an Optionee who
possesses, as of the date hereof, more than ten (10%) percent of the total
combined voting power of all classes of stock of the Bank, its parent, or its
subsidiary corporations, if any. Whether an authorized leave of absence or
absence on military or government service constitutes a termination of
employment for the purposes of this ISO shall be determined by the Board of
Directors. Nothing in this ISO shall confer upon the Optionee any right with
respect to continuation of employment by the Bank or interfere in any way
with the Bank's right to terminate the Optionee's employment.
-3-
<PAGE>
(f) In the event that the Optionee dies while this ISO would
otherwise be exercisable by her or him, this ISO may be exercised for a
period of twelve (12) months from the date of death by the person or persons
designated in the Optionee's Will for that purpose or, if no such person is
designated or the Optionee dies intestate, by her or his personal
representative or representatives. Notwithstanding the foregoing, this ISO
may in no event be exercised later than ten (10) years (five (5) years if the
Optionee possesses, as of the date hereof, more than ten (10%) percent of the
total combined voting power of all classes of stock of the Bank, its parent
or subsidiary corporations) from the date hereof and may, at the time of its
exercise, only be exercised to the extent that the Optionee was entitled to
exercise it on the date of her or his death.
(g) This ISO shall be exercisable by, and only by, serving written
notice of the exercise upon the Bank, marked attention "Chief Executive
Officer," at its office at 263 Washington Street, Boston, Massachusetts
02108, accompanied by payment in full of the Purchase Price in accordance
with PARAGRAPH 3 hereof. This ISO may not be exercised for a fraction of a
share.
(h) The Optionee shall have none of the rights of a stockholder with
respect to any shares subject to this ISO until such shares have been issued
by the Bank.
5. Subject to any required action by the stockholders of the Bank, if
the Bank is a party to any merger or consolidation, any unexercised portion
of this ISO shall, in lieu of the number of shares of Common Stock covered
by such unexercised portion, pertain and apply to the number and class or
classes of securities to which the Optionee would have been entitled under
the agreement of merger or consolidation if, immediately prior to such merger
or consolidation, the Optionee has been the holder of record of the number of
shares Common Stock covered by such unexercised portion. If the Bank
dissolves or liquidates this ISO shall terminate.
6. (a) The benefits provided for in Section 421(a) of the Code shall
apply with respect to the transfer by the Bank of any share of Common Stock
to the Optionee pursuant to the exercise or partial exercise of this ISO only
if no disposition of such share is made by the Optionee (i) within two (2)
years from the date hereof and (ii) within one (1) year after the transfer by
the Bank of such share to the Optionee. If a holder of any share of stock
acquired pursuant to the exercise or partial exercise of this ISO disposes of
said share before the expiration of these periods, she or he shall notify the
Bank of such disposition and the amount realized on such disposition.
-4-
<PAGE>
(b) An ISO will not result in any taxable income to the Optionee
when it is granted or when it is timely exercised pursuant to PARAGRAPH 4. If
the stock acquired pursuant to this ISO is not disposed of either (i) within
two (2) years from the date hereof or (ii) within one (1) year of the
transfer of the stock to the Optionee, any gain on the sale of such stock
will be taxed at long-term capital gains rates. If, however, stock acquired
pursuant to this ISO is sold, exchanged, or otherwise disposed of before the
end either of these holding periods, the Optionee will realize ordinary
income at the time of disposition in an amount not exceeding the lesser of
(i) the excess of the fair market value of the stock at the time of exercise
over the Purchase Price or (ii) the excess of the amount realized on the
disposition of the stock over the Purchase Price. Any additional gain will be
capital gain either long-term or short-term depending on the holding period
of the stock. Under Section 1036 of the Code, if the Purchase Price of an ISO
is paid for by the delivery of common stock previously owned by the Optionee,
to the extent that the value of the shares received pursuant to the ISO
equals the value of the shares surrendered as payment, no gain or loss will
be recognized. Further, if the right to deliver stock in payment of the
Purchase Price was part of the original terms of the ISO, the difference
between the value of the shares received pursuant to the ISO and the shares
surrendered as payment at the time of exercise will not be subject to tax if
the holding period and other requirements for an ISO are satisfied. However,
Section 1036 of the Code is not available if the shares surrendered in
payment of the Purchase Price are shares previously acquired by the Optionee
pursuant to the exercise of an ISO (or other "statutory" or "qualified" stock
option) which the Optionee has not held for the necessary holding period. In
such a case the Optionee would realize income upon the surrender of such
shares in payment of the Purchase Price.
7. This Agreement may be amended, altered or modified, only by a
written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.
8. Any notice, consent or demand required or committed to be given
under the provisions of this Agreement shall be in writing and shall be
signed by the party giving or making the same. If such notice, consent or
demand is mailed to a party hereto, it shall be sent by United States
certified mail, postage prepaid, addressed to such parties last known address
as shown on the records of the Bank. The date of such mailing shall be deemed
the date of notice, consent or demand.
-5-
<PAGE>
9. This Agreement, and the rights of the parties hereunder, shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, Hibernia Savings Bank has caused this instrument to
be signed by its duly authorized officer and its corporate seal to be hereto
affixed.
HIBERNIA SAVINGS BANK
By:___________________________
Title:_____________________
ACCEPTED:____________________
-6-
<PAGE>
THE HIBERNIA SAVINGS BANK
1989 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Date:
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, THE HIBERNIA SAVINGS BANK, a Massachusetts corporation with its
principal place of business at 731 Hancock Street, Quincy, Massachusetts
02170 (the "Bank"), hereby grants to:
(the "Optionee"), an Incentive Stock Option ("ISO"), within the meaning of
the provisions of Sections 421 and 422 (formerly 422A) of the Internal
Revenue Code of 1986, as amended, (the "Code") to purchase 400 shares of the
Bank's Common Stock, $1.00 par value, ("Common Stock") upon the following
terms and conditions:
1. (a) This ISO is granted pursuant to the Bank's 1989 Stock Option
Plan (the "Plan") and is subject to the terms and conditions of the Plan, a
copy of which is annexed hereto as Exhibit "A" and hereby incorporated herein
by reference.
(b) This ISO is intended to qualify as an "incentive stock option"
as the same is defined in Section 422 of the Code and this Agreement shall be
interpreted consistently with such intent.
(c) For the purposes of determining if an Optionee possesses, as of
the date hereof, more than ten (10%) of the total combined voting power of
all classes of stock of the Bank, an Optionee shall be deemed to possess the
stock owned directly or indirectly by or for his brothers and sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants,
and her or his proportionate share as either a shareholder, partner or
beneficiary of the stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust.
2. This ISO shall not be transferable by the Optionee other than by Will
or by the laws of descent and distribution and shall be exercisable by the
Optionee, during her or his lifetime, only by her or him.
<PAGE>
3. (a) The price at which said shares of Common Stock may be purchased
pursuant to this ISO shall be per share (the "Purchase Price"), subject to
adjustment as provided in PARAGRAPH 3(b) hereof, said Purchase Price being
not less than one hundred (100%) percent of the fair market value of such
stock on the date hereof, or not less than one hundred ten (110%) percent of
the fair market value of such stock on the date hereof if the Optionee
possesses, as of the date hereof, more than ten (10%) percent of the total
combined voting power of all classes of stock of the Bank, or its parent or
its subsidiary corporations. Fair market value shall be determined in good
faith by the Board of Directors of the Bank (the "Board of Directors").
(b) If at any time after the date hereof but prior to an exercise of
this ISO there shall occur (i) any subdivision or combination of the Bank's
outstanding Common Stock, by reclassification or otherwise; (ii) the payment
of any Common Stock dividend, or (iii) any other capital adjustment effected
without receipt of consideration from another entity that in the discretion
of the Board of Directors may require adjustment; then at the time of such
occurrence, the number of shares subject to this option and the price per
share set forth in PARAGRAPH 3(a) hereof shall be proportionately adjusted.
Any fractional shares resulting from the computation of such adjustment shall
be eliminated from this ISO.
(c) The Purchase Price shall be payable in cash or by check
acceptable to the Bank. The Bank may not directly or indirectly make any loan
to the Optionee for the purpose of assisting her or him to acquire any
shares issuable upon the exercise of any ISO granted to her or him under the
Plan.
4. (a) This ISO must be exercised, if at all, before the expiration of
ten (10) years from the date hereof, provided that, in the event that the
Optionee possesses, as of the date hereof, more than ten (10%) percent of the
total combined voting power of all classes of stock of the Bank, this ISO
must be exercised before the expiration of five (5) years from the date
hereof.
(b) Subject to the provisions hereinafter set forth, this ISO may
not be exercised by the Optionee prior to 12 months from the date of this
Agreement.
(c) This ISO may not be exercised as to any shares whatsoever
(except as provided in PARAGRAPHS 4(e) AND 4(f)
-2-
<PAGE>
herein) unless at all times during the period beginning on the date hereof and
ending on the day three (3) months before the date of exercise, the Optionee
was an employee of the Bank, its parent, or its subsidiary corporation, or of
a corporation (or its parent or subsidiary) issuing or assuming a stock
option in a transaction to which Section 424(a) (formerly 425(a)) of the Code
applies; except that, in the case of an Optionee who is disabled within the
meaning of Section 105(d)(4) of the Code, the three (3) month period referred
to above shall be one (1) year.
(d) If employment of the Optionee is terminated by the Bank for
cause, this ISO shall terminate immediately. If the Optionee's employment
ceases by reason of her or his voluntary resignation and acceptance thereof
by the Board of Directors or under circumstances in which the Board of
Directors deems immediate termination of this ISO to be inequitable, the
Optionee may exercise this ISO to the extent that she or he was entitled to
exercise it on the date of such cessation of employment, during the three (3)
months immediately succeeding such cessation of employment, provided such
exercise is in no event made later than ten (10) years from the date hereof,
or five (5) years from the date hereof in the case of an Optionee who
possesses, as of the date hereof, more than ten (10%) percent of the total
combined voting power of all classes of stock of the Bank, its parent, or its
subsidiary corporations, if any. Whether an authorized leave of absence or
absence on military or government service constitutes a termination of
employment for the purposes of this ISO shall be determined by the Board of
Directors. Nothing in this ISO shall confer upon the Optionee any right with
respect to continuation of employment by the Bank or interfere in any way
with the Bank's right to terminate the Optionee's employment.
(e) In the event that the Optionee dies while this ISO would
otherwise be exercisable by her or him, this ISO may be exercised for a
period of twelve (12) months from the date of death by the person or persons
designated in the Optionee's Will for that purpose or, if no such person is
designated or the Optionee dies intestate, by her or his personal
representative or representatives. Notwithstanding the foregoing, this ISO
may in no event be exercised later than ten (10) years (five (5) years if the
Optionee possesses, as of the date hereof, more than ten (10%) percent of the
total combined voting power of all classes of stock of the Bank, its parent
or subsidiary corporations) from the date hereof and may, at the time of its
exercise, only be exercised to the extent that the Optionee was entitled to
exercise it on the date of her or his death.
-3-
<PAGE>
(f) This ISO shall be exercisable by, and only by, serving written
notice of the exercise upon the Bank, marked attention "Chief Executive
Officer," at its office at 731 Hancock Street, Quincy, Massachusetts 02170,
accompanied by payment in full of the Purchase Price in accordance with
PARAGRAPH 3 hereof. This ISO may not be exercised for a fraction of a share.
(g) The Optionee shall have none of the rights of a stockholder with
respect to any shares subject to this ISO until such shares have been issued
by the Bank.
5. Subject to any required action by the stockholders of the Bank, if
the Bank is a party to any merger or consolidation, any unexercised portion
of this ISO shall, in lieu of the number of shares of Common Stock covered by
such unexercised portion, pertain and apply to the number and class or
classes of securities to which the Optionee would have been entitled under
the agreement of merger or consolidation if, immediately prior to such merger
or consolidation, the Optionee has been the holder of record of the number of
shares of Common Stock covered by such unexercised portion. If the Bank
dissolves or liquidates this ISO shall terminate.
6. (a) The benefits provided for in Section 421(a) of the Code shall
apply with respect to the transfer by the Bank of any share of Common Stock
to the Optionee pursuant to the exercise or partial exercise of this ISO only
if no disposition of such share is made by the Optionee (i) within two (2)
years from the date hereof and (ii) within one (1) year after the transfer by
the Bank of such share to the Optionee. If a holder of any share of stock
acquired pursuant to the exercise or partial exercise of this ISO disposes of
said share before the expiration of these periods, she or he shall notify the
Bank of such disposition and the amount realized on such disposition.
(b) An ISO will not result in any taxable income to the Optionee
when it is granted or when it is timely exercised pursuant to PARAGRAPH 4. If
the stock acquired pursuant to this ISO is not disposed of either (i) within
two (2) years from the date hereof or (ii) within one (1) year of the
transfer of the stock to the Optionee, any gain on the sale of such stock
will be taxed at long-term capital gains rates. If, however, stock acquired
pursuant to this ISO is sold, exchanged, or otherwise disposed of before the
end of either of these holding periods, the Optionee will realize income at
the time of disposition in an amount not exceeding the lesser of (i) the
excess of the fair market value of the stock at the
-4-
<PAGE>
time of exercise over the Purchase Price or (ii) the excess of the amount
realized on the disposition of the stock over the Purchase Price.
7. This Agreement may be amended, altered or modified, only by a written
instrument signed by the parties hereto, or their respective successors or
assigns, and may not be otherwise terminated except as provided herein.
8. Any notice, consent or demand required or committed to be given under
the provisions of this Agreement shall be in writing and shall be signed by
the party giving or making the same. If such notice, consent or demand is
mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as shown on the
records of the Bank. The date of such mailing shall be deemed the date of
notice, consent or demand.
9. This Agreement, and the rights of the parties hereunder, shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, The Hibernia Savings Bank has caused this instrument
to be signed by its duly authorized officer and its corporate seal to be
hereto affixed.
THE HIBERNIA SAVINGS BANK
BY:_______________________________
TITLE:____________________________
ACCEPTED:_________________________
-5-
<PAGE>
THE HIBERNIA SAVINGS BANK
1995 PREMIUM INCENTIVE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Date:
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, THE HIBERNIA SAVINGS BANK, a Massachusetts corporation with its
principal place of business at 731 Hancock Street, Quincy, Massachusetts
02170 (the"Bank"), hereby grants to:
(the "Optionee"), an Incentive Stock Option ("ISO"), within the meaning of
the provisions of Sections 421 and 422 (formerly 422A) of the Internal
Revenue Code of 1986, as amended, (the "Code") to purchase _____ shares of the
Bank's Common stock, $1.00 par value, ("Common Stock") upon the following
terms and conditions:
1. (a) This ISO is granted pursuant to the Bank's 1995 Premium
Incentive Stock Option Plan (the "Plan") and is subject to the terms and
conditions of the Plan, a copy of which is annexed hereto as Exhibit "A" and
hereby incorporated herein by reference.
(b) This ISO is intended to qualify as an "incentive stock option"
as the same is defined in Section 422 of the Code and this Agreement shall be
interpreted consistently with such intent.
(c) For the purposes of determining if an Optionee possesses, as of
the date hereof, more than ten (10%) of the total combined voting power of
all classes of stock of the Bank, an Optionee shall be deemed to possess the
stock owned directly or indirectly by or for his brothers and sisters (whether
by whole or half blood), spouse, ancestors and lineal descendants, and her
or his proportionate share as either a shareholder, partner or beneficiary of
the stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust.
(d) This option may be exercised only when the market price of the
Bank's common stock is at or above
2. This ISO shall not be transferable by the Optionee other than by
will or by the laws of descent and distribution and shall be exercisable by
the Optionee, during her or his lifetime, only by her or him.
<PAGE>
3. (a) The price at which said shares of Common Stock may be purchased
pursuant to this ISO shall be (the "Purchase Price"), subject to adjustment
as provided in PARAGRAPH 3(b) hereof, said Purchase Price being not less than
one hundred (100%) percent of the fair market value of such stock on the date
hereof, or not less than one hundred ten (110%) percent of the fair market
value of such stock on the date hereof if the Optionee possesses, as of the
date hereof, more than ten (10%) percent of the total combined voting power
of all classes of stock of the Bank, or its parent or its subsidiary
corporations. Fair market value shall be determined in good faith by the Board
of Directors of the Bank (the "Board of Directors").
(b) If at any time after the date hereof but prior to an exercise
of this ISO there shall occur (i) any subdivision or combination of the
Bank's outstanding Common Stock, by reclassification or otherwise; (ii) the
payment of any Common Stock dividend, or (iii) any other capital adjustment
effected without receipt of consideration from another entity that in the
discretion of the Board of Directors may require adjustment; then at the time
of such occurrence, the number of shares subject to this option and the price
per share set forth in PARAGRAPH 3(a) hereof shall be proportionately
adjusted. Any fractional shares resulting from the computation of such
adjustment shall be eliminated from this ISO.
(c) The Purchase Price shall by payable in cash or by check
acceptable to the Bank. The Bank may not directly or indirectly make any loan
to the Optionee for the purpose of assisting her or him to acquire any shares
issuable upon the exercise of any ISO granted to her or him under the Plan.
4. (a) This ISO must be exercised, if at all, before the expiration of
ten (10) years from the date hereof, provided that, in the event that the
Optionee possesses,as of the date hereof, more than ten (10%) percent of the
total combined voting power of all classes of stock of the Bank, this ISO
must be exercised before the expiration of five (5) years from the date
hereof.
(b) Subject to the provisions hereinafter set forth, this ISO may
not be exercised by the Optionee prior to 12 months from the date of this
Agreement.
(c) This ISO may not be exercised as to any shares whatsoever
(except as provided in PARAGRAPHS 4(d) AND 4(e)
-2-
<PAGE>
herein) unless at all times during the period beginning on the date hereof
and ending on the day three (3) months before the date of exercise, the
Optionee was an employee of the Bank, its parent, or its subsidiary
corporation, or of a corporation (or its parent or subsidiary) issuing or
assuming a stock option in a transaction to which Section 424(a) (formerly
425(a)) of the Code applies; except that, in the case of an Optionee who is
disabled within the meaning of Section 105(d)(4) of the Code, the three (3)
month period referred to above shall be one (1) year.
(d) If employment of the Optionee is terminated by the Bank for
cause, this ISO shall terminate immediately. If the Optionee's employment
ceases by reason of her or his voluntary resignation and acceptance thereof
by the board of Directors of under circumstances in which the Board of
Directors deems immediate termination of this ISO to be inequitable, the
Optionee may exercise this ISO to the extent that she or he was entitled to
exercise it on the date of such cessation of employment, during the three (3)
months immediately succeeding such cessation of employment, provided such
exercise is in no event made later than ten (10) years from the date hereof,
or five (5) years from the date hereof in the case of an Optionee who
possesses, as of the date hereof, more than ten (10%) percent of the total
combined voting power of all classes of stock of the Bank, its parent, or its
subsidiary corporations, if any. Whether an authorized leave of absence or
absence on military or government service constitutes a termination of
employment for the purposes of this ISO shall be determined by the Board of
Directors. Nothing in this ISO shall confer upon the Optionee any right with
respect to continuation of employment by the Bank or interfere in any way
with the Bank's right to terminate the Optionee's employment.
(e) In the event that the Optionee dies while this ISO would
otherwise be exercisable by her or him, this ISO may be exercised for a
period of twelve (12) months from the date of death by the person or persons
designated in the Optionee's Will for that purpose or, if no such person is
designated or the Optionee dies intestate, by her or his personal
representative or representatives. Notwithstanding the foregoing, this ISO
may in no event by exercised later than ten (10) years (five (5) years if the
Optionee possesses, as of the date hereof, more than ten (10%) percent of the
total combined voting power of all classes of stock of the Bank, its parent
or subsidiary corporations) from the date hereof and may, at the time of its
exercise, only be exercised to the extent that the Optionee was entitled to
exercise it on the date of her or his death.
-3-
<PAGE>
(f) This ISO shall be exercisable by, and only by, serving written
notice of the exercise upon the Bank, marked attention "Chief Executive
Officer," at its office at 731 Hancock Street, Quincy, Massachusetts 02170,
accompanied by payment in full of the Purchase Price in accordance with
PARAGRAPH 3 hereof. This ISO may not be exercised for a fraction of a share.
(g) The Optionee shall have none of the rights of a stockholder
with respect to any shares subject to this ISO until such shares have been
issued by the Bank.
5. Subject to any required action by the stockholders of the Bank, if
the Bank is a party to any merger or consolidation, any unexercised portion
of this ISO shall, in lieu of the number of shares of Common Stock covered by
such unexercised portion, pertain and apply to the number and class or
classes of securities to which the Optionee would have been entitled under
the agreement of merger or consolidation if, immediately prior to such merger
or consolidation, the Optionee has been the holder of record of the number of
shares of Common Stock covered by such unexercised portion. If the Bank
dissolves or liquidates this ISO shall terminate.
6. (a) The benefits provided for in Section 421(a) of the Code shall
apply with respect to the transfer by the Bank of any share of Common Stock
to the Optionee pursuant to the exercise or partial exercise of this ISO only
if no disposition of such share is made by the Optionee (i) within two (2)
years from the date hereof an (ii) within one (1) year after the transfer by
the Bank of such share to the Optionee. If a holder of any share of stock
acquired pursuant to the exercise or partial exercise of this ISO disposes of
said share before the expiration of these periods, she or he shall notify the
Bank of such disposition and the amount realized on such disposition.
(b) An ISO will not result in any taxable income to the Optionee
when it is granted or when it is timely exercised pursuant to PARAGRAPH 6(a).
If the stock acquired pursuant to this ISO is not disposed of either (i)
within two (2) years from the date hereof or (ii) within one (1) year of the
transfer of the stock to the Optionee, any gain on the sale of such stock
will be taxed at long-term capital gains rates. If, however, stock acquired
pursuant to this ISO is sold, exchanged, or otherwise disposed of before the
end of either of these holding periods, the Optionee will realize income at
the time of disposition in an amount not exceeding the lesser of (i) the
excess of the fair market value of the stock at the
-4-
<PAGE>
time of exercise over the Purchase Price or (ii) the excess of the amount
realized on the disposition of the stock over the Purchase Price.
7. This Agreement may be amended, altered or modified, only by a
written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.
8. Any notice, consent or demand required or committed to be given
under the provisions of this Agreement shall be in writing and shall be
signed by the party giving or making the same. If such notice, consent or
demand is mailed to a party hereto, it shall be sent by United States
certified mail, postage prepaid, addressed to such party's last known address
as shown on the records of the Bank. The date of such mailing shall be deemed
the date of notice, consent or demand.
9. This Agreement, and the rights of the parties hereunder, shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, The Hibernia Savings Bank has caused this instrument to
be signed by its duly authorized officer and its corporate seal to be hereto
affixed.
THE HIBERNIA SAVINGS BANK
By:_______________________
TITLE:____________________
ACCEPTED:_____________________
-5-
<PAGE>
[LETTERHEAD]
November 1, 1996
Emerald Isle Bancorp, Inc.
Board of Directors
730 Hancock Street
Quincy, MA 02170
Re: REGISTRATION STATEMENT ON FORM S-8
The Hibernia Savings Bank 1986 Stock Option Plan
The Hibernia Savings Bank 1989 Stock Option Plan
The Hibernia Savings Bank 1995 Premium Incentive Stock Option Plan
The Hibernia Savings Bank 1989 Stock Purchase Plan for Directors,
Officers, Employees, and Certain Plans
Dear Board Members:
We have acted as special counsel to Emerald Isle Bancorp, Inc., a
Massachusetts Corporation (the "Company"), in connection with the preparation
of the Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Registration Statement") under the Securities Act
of 1933, as amended, relating to shares of common stock, par value $1.00 per
share (the "Common Stock") of the Company which may be issued pursuant to The
Hibernia Savings Bank 1986 Stock Option Plan The Hibernia Savings Bank 1989
Stock Option Plan, The Hibernia Savings Bank 1995 Premium Incentive Stock
Option Plan and The Hibernia Savings Bank 1989 Stock Purchase Plan for
Directors, Officers, Employees, and Certain Plans (collectively, the "Plans"),
all as more fully described in the Registration Statement.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of
the opinion that the Common Stock, when issued pursuant to and in accordance
with the terms of the Plans will be duly and validly issued, fully paid and
nonassessable.
<PAGE>
ROCHE, CARENS & DEGIACOMO, P.C.
Emerald Isle Bancorp, Inc.
Board of Directors
November1, 1996
Page Two
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
Roche, Carens & DeGiacomo, P.C.
By: /s/Michael T. Putziger
----------------------------
Michael T. Putziger, Esquire
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 10,
1996 included in The Hibernia Savings Bank's Annual Report for the year ended
December 31, 1995 and to all references to our firm included in this
registration statement.
Boston, Massachusetts /s/ ARTHUR ANDERSEN LLP
October 30, 1996
<PAGE>
THE HIBERNIA SAVINGS BANK
1986 STOCK OPTION PLAN
1. PURPOSE
The purpose of The Hibernia Savings Bank 1986 Stock Option Plan (referred
to hereinafter as the "Plan") is to furnish an additional incentive to key
employees of The Hibernia Savings Bank (the "Bank) by affording them an
opportunity to become owners of the Bank's Common Stock either through
options (referred to hereinafter as "incentive stock options") which qualify
under the provisions of Sections 421 and 422A of the Internal Revenue Code of
1954, as amended (referred to hereinafter as the "Code"), or through options
which do not qualify under those Code sections (referred to hereinafter as
"nonqualified stock options").
2. STOCK SUBJECT TO THE PLAN
The total number of shares of stock which may be sold pursuant to options
granted under the Plan shall be _____________ shares of the Bank's Common
Stock, $1.00 par value, subject to adjustment as provided in Paragraph 13. If
any option shall expire or terminate for any reason without having been
exercised as to all shares subject to it, the unpurchased shares may again be
subjected to an option under the Plan.
3. ADMINISTRATION
The Plan shall be administered by The Hibernia Savings Bank Management and
Compensation Committee, or the Executive Committee if no Management and
Compensation Committee shall have been appointed, (the "Committee") which,
subject to the express provisions of the Plan, shall have full authority to
interpret the Plan and each option granted thereunder. Subject to the express
provisions of the Plan, the Committee shall determine the individuals to whom
and the time or times at which such options shall be granted, the type of
option granted, the number of shares subject to each option, the purchase
price of such shares and other terms and conditions of each option, which
need not be identical as to each option, PROVIDED that, all incentive stock
options granted under the Plan must meet the requirements of Section 422A of
the Code. In making its determination, the Committee may take into account the
nature of the services rendered by the individual, his present and potential
contribution to the Bank's success and such other factors as the Committee
in its discretion may deem relevant. All determinations and decisions
<PAGE>
made by the Committee pursuant to this Plan shall be final and conclusive on
all parties.
4. ELIGIBILITY
Options under the Plan may be granted only to those key employees of the
Bank (including any who are also officers and/or Directors of the Bank) who
are responsible for the management, growth and protection of the business of
the Bank and who are under the age of 60 years and employed by the Bank on a
full time basis.
5. OPTION PRICE
The purchase price under each option shall be determined by the Committee,
but shall not be less than the fair market value of the stock at the time
such option is granted; provided that, if any incentive stock option is
granted to an individual who possesses, at the time the incentive stock
option is granted, more than 10 percent of the total combined voting power of
all classes of stock of the Bank, or of its parent, if any, or subsidiary
corporations, the purchase price under any incentive stock option granted to
such individual shall be at least 110 percent of the fair market value of the
stock at the time such incentive stock option is granted. Fair market value
shall be determined in good faith by the Board of Directors.
6. LIMITATION ON SHARES SUBJECT TO INCENTIVE STOCK OPTIONS
The aggregate fair market value (determined at the time the incentive
stock option is granted) of the stock for which any employee may be granted
incentive stock options in any calendar year (under all stock option plans of
his employer corporation and its parent and subsidiary corporations) shall
not exceed $100,000 plus any unused limit carryover to such year, as that
term is explained in Section 422A of the Code.
7. PERIOD OF OPTION
Each option granted hereunder shall be subject to the following terms and
conditions:
(a) No option shall be exercisable after the expiration of 10 years from
the date the option is granted; except that any incentive stock option
which is granted to an individual who possesses, at the time the
incentive stock option is granted, more than 10 percent of the total
combined voting power of all classes of stock of the Bank, or of its
parent, if any, or subsidiary corporations, shall not be exercisable
after the expiration of five (5) years
<PAGE>
from the date the incentive stock option is granted; and
(b) No option shall be exercisable by an optionee unless (except as
provided in Paragraphs 11 and 12) at all times during the period
beginning on the date of the granting of the option and ending on the
day 3 month before the date of such exercise, such individual was an
employee of the Bank; except that in the case of an employee who is
disabled within the meaning of Section 105(d)(4) of the Code, the 3
month period referred to above shall be one (1) year.
8. EXERCISE OF OPTION
All options shall be exercisable by serving written notice of exercise on
the Bank accompanied by payment of the purchase price in accordance with
paragraph 9 of the Plan. No option may be exercised for a fraction of a
share. The Board of Directors may also require as a condition precedent to
the exercise of an option that the optionee (or in the event of his death the
person or personal representative or representatives exercising the option
pursuant to Paragraph 12) satisfy the Bank by a written agreement, written
representation and/or other evidence that the shares being acquired by
exercise of the option are not being acquired with a view to the distribution
thereof within the meaning of the Securities Act of 1933, as amended. The
holder of an option shall have none of the rights of a stockholder with
respect to any shares subject thereto until such shares have been issued to
him.
9. PAYMENT FOR SHARES
The option price shall be payable (i) in cash or by check acceptable to
the Bank, (ii) at the discretion of the Committee, by the transfer to the
Bank by the optionee of shares of Common Stock of the Bank having a value at
the time of exercise equal to the total purchase price, or (iii) by a
combination of (i) or (ii). The Bank may not directly or indirectly make any
loan to an optionee for the purpose of assisting him to acquire any shares
issuable upon the exercise of any option granted to him under the Plan.
10. OPTION AGREEMENT
Each person granted an option under the Plan shall enter into a written
option agreement with the Bank evidencing the option, which shall be dated
the day of the grant of the option. An incentive stock option and, to the
extent applicable, a nonqualified stock option, granted under this Plan shall
contain the following terms and conditions and such
<PAGE>
other term and conditions consistent with the Plan as may be prescribed by
the Board of Directors:
(a) A provision that the incentive stock option shall not be exercisable
while there is outstanding within the meaning of Section 422A(c)(7) of
the Code, any incentive stock option which was granted before the
granting of this option, to the original holder to purchase stock in
his employer corporation or in a corporation which (at the time of the
granting of this option) was a parent or subsidiary corporation of the
employer corporation, or in a predecessor corporation of any of such
corporations;
(b) A provision that the option shall not be transferable by the
optionee otherwise than by will or by the laws of descent and
distribution, and that the options shall be exercisable, during his
lifetime, only by him;
(c) A provision that the option is not exercisable after the expiration
of 10 years (five years in the case of an incentive stock option
granted to any individual who, at the time the incentive stock option
was granted, possessed more than 10% of the total combined voting
power of all classes of stock of the Bank or of its parent, if any,
or subsidiary corporations) after the granting of the option; and
(d) A provision that the option is, pursuant to Paragraph 13 of this
Plan, subject to adjustment in certain cases.
(e) Subject to paragraph (f), in the event of a change in control of the
Bank, as defined in paragraph (g), all Options outstanding as of the
date of such change in control shall become immediately exercisable.
(f) Notwithstanding any other provision of the Plan, no officer or
director of the Bank shall exercise any option granted hereunder
within three years from the date of completion of the conversion of
the Bank to stock form, except with the approval of the Commissioner
of Banks of the Commonwealth of Massachusetts.
(g) CHANGE IN CONTROL. For purposes of the Plan, a "Change in Control"
shall be deemed to have occurred in either of the following events:
(i) if there has occurred a change in control which the Bank would be
required to report in response to Item 5(f) of the
<PAGE>
Form for Proxy Statement (Form F-5) prescribed by 12 CFR Section 335.212
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act"), or, if such regulation is no longer in effect, any regulations
promulgated by the Federal Deposit Insurance Corporation or the Securities
and Exchange Commission pursuant to the 1934 Act which are intended to serve
similar purposes or (ii) when any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the 1934 Act) becomes a "beneficial owners" (as such
term is defined in Rule 13d-3 promulgated under the 1934 Act), directly or
indirectly, of securities of the Bank representing twenty-five percent or
more of the total number of votes that may be cast for the election of
directors of the Bank, and in the case of either (i) or (ii) above, the
Bank's Board of Directors has not consented to such event by a two-thirds
vote of all of the members of the Board of Directors adopted prior to such
event. In addition, a Change in Control shall be deemed to have occurred if,
as the result of, or in connection with, any tender or exchange offer, merger
or other business combination, sale of assets or contested election, or any
combination of the foregoing transactions, the persons who were directors of
the Bank before such transaction shall cease to constitute a majority of the
Board of Directors of the Bank or of any successor institution.
Notwithstanding the other provisions of this Section, the sale of the Bank's
stock in connection with its conversion from mutual to stock form shall not
constitute a Change in Control.
11. TERMINATION OF EMPLOYMENT
If the employment of the holder of an option shall be terminated for
cause, each option granted to him under the Plan shall terminate immediately.
If a holder's employment ceases by reason of his voluntary resignation and
acceptance thereof by the Board of Directors or under circumstances in which
the Board of Directors deems termination of the option to be inequitable,
such holder may, but only within 3 months next succeeding such cessation of
employment and in no event later than 10 years (five years in the case of an
incentive stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of the total
combined voting power of all classes of stock of the Bank or of its parent,
if any, or subsidiary corporations) after the date the option was granted,
exercise each option granted to him under the Plan to the extent that he was
entitled to exercise
<PAGE>
it on the date of such cessation of employment. Whether authorized leave of
absence or absence on military or governmental service shall constitute
termination of employment for the purpose of the Plan shall be determined by
the Board of Directors. Nothing in the Plan or in any option granted under it
shall confer upon any optionee any right with respect to continuation of
employment by the Bank or interfere in any way with the Bank's right to
terminate his employment.
12. DEATH OF OPTIONEE
In the event that the holder of an option dies while it was exercisable
by him, the option may be exercised within a period of 12 months after the
date of death, but in no event later than 10 years (five years in the case of
an incentive stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of the total
combined voting power of all classes of stock of the Bank or of its parent,
if any, or subsidiary corporations) after the date the option was granted,
and only to the extent that the optionee was entitled to exercise such option
on the date of his death, by the person designated in the optionee's will for
that purpose. If no such person is designated or if the Optionee dies
intestate, then such option may be exercised within said period to the same
extent by the optionee's personal representative or representatives.
13. ADJUSTMENTS UPON CHANGED IN CAPITALIZATION
In the event of any subdivision of combination of the Bank's outstanding
Common Stock, by reclassification or otherwise, or in the event of the
payment of Common Stock dividend, or, in the discretion of the Board of
Directors in the event of any other capital adjustment effected without
receipt of consideration from another entity, the aggregate number of shares
with respect to which options may be granted under the Plan, the number of
shares covered by each outstanding option and the price per share in each
such option shall be proportionately adjusted. Each option granted under the
Plan shall provide for similar adjustments if any such event occurs after the
grant but prior to the exercise of the option.
14. MERGER; DISSOLUTION
Subject to any required action by the stockholders, if the Bank is a
party to any merger or consolidation, any unexercised portion of an option
shall, in lieu of the number of shares of Common Stock covered by such
unexercised portion, pertain and apply to the number and class or classes of
securities to which the optionee would have been entitled under the
agreement of
<PAGE>
merger of consolidation, had the optionee been the holder of record of a
number of shares of Common Stock covered by such unexercised portion. If the
Bank dissolves or liquidates, each option outstanding under the Plan shall
terminate.
15. DISPOSITION OF SHARES ACQUIRED THROUGH AN INCENTIVE STOCK OPTION
The tax benefits provided for in Section 421(a) of the Coder shall apply
with respect to the transfer of any share of stock to an individual pursuant
to his exercise of an incentive stock option only if no disposition of such
share is made by him within two (2) years from the date of the granting of
the incentive stock option nor within one (1) year after the transfer of such
share to him. If a holder of any share of stock acquired pursuant to his
exercise of an incentive stock option under the Plan disposes of said share
before the expiration of either of these periods, he shall notify the Bank of
such disposition and of the amount realized upon such disposition.
16. TERMINATION AND AMENDMENT
The Plan shall terminate on the tenth anniversary of the date the Plan
is approved by the Shareholders of the Bank, and no option shall be granted
under the Plan after such date. The Board of Directors may at any time or
from time to time suspend or terminate the Plan or make other amendments or
modifications thereof with respect to any shares as to which options are not
outstanding, and with the consent of the optionee the Board of Directors may
amend or modify any option agreement, evidencing an option granted under the
Plan, PROVIDED, ALWAYS, that the Board of Directors may not in any event:
(a) increase the total number of shares which may be sold under the
Plan except as provided in Section 13 hereof;
(b) change the employees or class of employees eligible to receive
options under the Plan;
(c) decrease the minimum option price provided in Paragraph 5; or
(d) extend the date of termination of this Plan, without the approval of
the shareholders of the Bank.
<PAGE>
17. EFFECTIVE DATE
This Plan will be submitted to the Bank's Shareholders at its first
meeting after conversion to a stock company for approval by the Shareholders,
and become effective upon approval by the Shareholders and the Commissioner
of Banks pursuant to Mass. G. L. ch 172 Section 26 and endorsement hereon by
the Clerk of the Bank that such approval has occurred, signifying the date of
such approval.
<PAGE>
THE HIBERNIA SAVINGS BANK
1989 STOCK OPTION PLAN
1. PURPOSE
The purpose of The Hibernia Savings Bank 1989 Stock Option Plan (referred
to hereinafter as the "Plan") is to furnish an additional incentive to key
employees of The Hibernia Savings Bank ("the Bank") by affording them an
opportunity to become owners of the Bank's Common Stock either through
options (referred to hereinafter as "incentive stock options") which qualify
under the provisions of Sections 421 and 422A of the Internal Revenue Code of
1954, as amended (referred to hereinafter as the "Code"), or through options
which do not qualify under those Code sections (referred to hereinafter as
"nonqualified stock options").
2. STOCK SUBJECT TO THE PLAN
The total number of shares of stock which may be sold pursuant to options
granted under the Plan shall be 35,000 shares of the Bank's Common Stock,
$1.00 par value, subject to adjustment as provided in Paragraph 13. If any
option shall expire or terminate for any reason without having been exercised
as to all shares subject to it, the unpurchased shares may again be subjected
to an option under the Plan.
3. ADMINISTRATION
The Plan shall be administered by The Hibernia Savings Bank Human
Resources Committee, or the Executive Committee if no Human Resources
Committee shall have been appointed (the "Committee"), which, subject to the
express provisions of the Plan, shall have full authority to interpret the
Plan and each option granted thereunder. Subject to the express provisions of
the Plan, the Committee shall determine the individuals to whom and the time
or times at which such options shall be granted, the type of option granted,
the number of shares subject to each option, the purchase price of such
shares and other terms and conditions of each option, which need not be
identical as to each option, PROVIDED that, all incentive stock options
granted under the Plan must meet the requirements of Section 422A of the
Code. In making its determination, the Committee may take into account the
nature of the services rendered by the individual, his or her present and
potential contribution to the Bank's success and such other factors as the
Committee in its discretion may deem relevant. All determinations and
decisions made by the Committee pursuant to this Plan shall be final and
conclusive on all parties.
4. ELIGIBILITY
Options under the Plan may be granted only to those key employees of the
Bank (including any who are also officers and/or Directors of the Bank) who
are responsible for the management, growth and protection of the business of
the Bank and who are under the age of 60 years and employed by the Bank on a
full time basis.
5. OPTION PRICE
The purchase price under each option shall be determined by the
Committee, but shall not be less than the fair market value of the stock at
the time such option is granted; provided that, if any incentive stock option
is granted to an individual who possesses, at the time the incentive stock
option is granted, more than 10 percent of the total combined voting power of
all classes of stock of the Bank, or of its parent, if any, or subsidiary
corporations, the purchase price under any incentive stock option granted to
such individual shall be at least 110 percent of the fair market value of the
stock at the time such incentive stock option is granted. Fair market value
shall be determined in good faith by the Board Directors.
6. LIMITATION ON SHARES SUBJECT TO INCENTIVE STOCK OPTIONS
To the extent that the aggregate fair market value (determined at the time
the incentive stock option is granted) of the stock with respect to which
such incentive stock options are exercisable for the first time by any
individual during any calendar year (under all stock option plans of the
employer corporation and its parent and subsidiary corporations) exceeds
$100,000, such options shall be treated as options which are not incentive
stock options.
1
<PAGE>
7. PERIOD OF OPTION
Each option granted hereunder shall be subject to the following terms and
conditions:
(a) No option shall be exercisable after the expiration of 10 years
from the date the option is granted; except that any incentive
stock option which is granted to an individual who possesses, at
the time the incentive stock option is granted, more than 10
percent of the total combined voting power of all classes of
stock of the Bank, or of its parent, if any, or subsidiary
corporations, shall not be exercisable after the expiration of
five (5) years from the date the incentive stock option is
granted; and
(b) No option shall be exercisable by an optionee unless (except as
provided in Paragraphs 11 and 12) at all times during the period
beginning on the date of the granting of the option and ending
on the day 3 months before the date of such exercise, such
individual was an employee of the Bank; except that in the case
of an employee who is disabled within the meaning of Section
105(d)(4) of the Code, the 3 month period referred to above shall
be one (1) year.
8. EXERCISE OF OPTION
All options shall be exercisable by serving written notice of exercise on
the Bank accompanied by payment of the purchase price in accordance with
Paragraph 9 of the Plan. No option may be exercised for a fraction of a share.
The Board of Directors may also require as a condition precedent to the
exercise of an option that the optionee (or in the event of his death the
person or personal representative or representatives exercising the option
pursuant to Paragraph 12) satisfy the Bank by a written agreement, written
representation and /or other evidence that the shares being acquired by
exercise of the option are not being acquired with a view to the distribution
thereof within the meaning of the Securities Act of 1933, as amended. The
holder of an option shall have none of the rights of a stockholder with
respect to any shares subject thereto until such shares have been issued to
him.
9. PAYMENT FOR SHARES
The option price shall be payable in cash or by check acceptable to the
Bank. The Bank may not directly or indirectly make any loan to an optionee
for the purpose of assisting him to acquire any shares issuable upon the
exercise of any option granted to him under the Plan.
10. OPTION AGREEMENT
Each person granted an option under the Plan shall enter into a written
option agreement with the Bank evidencing the option, which shall be dated
the day of the grant of the option. An incentive stock option and, to the
extent applicable, a nonqualified stock option, granted under this Plan shall
contain the following terms and conditions and such other terms and
conditions consistent with the Plan as may be prescribed by the Board
of Directors.
(a) A provision that the option shall not be transferable by the
optionee otherwise than by will or by the laws of descent and
distribution, and that the option shall be exercisable, during
his lifetime, only by him;
(b) A provision that the option in not exercisable after the
expiration of 10 years (five years in the case of an incentive
stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of
the total combined voting power of all classes of stock of the
Bank or of its parent, if any, or subsidiary corporations) after
the granting of the option; and
(c) A provision that the option is, pursuant to Paragraph 13 of this
Plan, subject to adjustment in certain cases.
(d) Subject to paragraph (e), in the event of a change in control of
the Bank, as defined in paragraph (f), all Options outstanding
as of the date of such change in control shall become
immediately exercisable.
(e) Notwithstanding any other provisions of the Plan, no officer or
director of the Bank shall exercise any option granted hereunder
within three years from the date of completion of the conversion
of the Bank to stock form except with the approval of the
Commissioner of Banks of the Commonwealth of Massachusetts.
2
<PAGE>
(f) Change in Control. For purposes of the Plan, a "Change in
Control" shall be deemed to have occurred in either of the
following events: (i) if there has occurred a change in control
which the Bank would be required to reports in response to Item
5(f) of the Form for Proxy Statement (Form F-5) prescribed by 12
CFR Section 335.212 promulgated under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), or, if such
regulation is no longer in effect, any regulations promulgated
by the Federal Deposit Insurance Corporation or the Securities
and Exchange Commission pursuant to the 1934 Act which are
intended to serve similar purposes or (ii) when any "person" (as
such term is used in Sections 13(d) and 14(d)(2) of the 1934 Act),
directly or indirectly, of securities of the Bank representing
twenty-five percent or more of the total number of votes that
may be cast for the election of directors of the Bank, and in
the case of either (i) or (ii) above, the Bank's Board of
Directors has not consented to such event by a two-thirds vote
of all of the members of the Board of Directors adopted prior to
such event. In addition, a Change in Control shall be deemed to
have occurred if, as the result of, or in connection with, any
tender or exchange offer, merger or other business combination,
sale of assets or contested election, or any combination of the
foregoing transactions, the persons who were directors of the
Bank before such transaction shall cease to constitute a
majority of the Board of Directors of the Bank or of any
successor institution. Notwithstanding the other provisions of
this Section, the sale of the Bank's stock in connection with
its conversion from mutual to stock form shall not constitute a
Change in Control.
11. TERMINATION OF EMPLOYMENT
If the employment of the holder of an option shall be terminated for
cause, each option granted to him under the Plan shall terminate immediately.
If a holder's employment ceases by reason of his voluntary resignation and
acceptance thereof by the Board of Directors or under circumstances in which
the Board of Directors deems termination of the option to be inequitable,
such holder may, but only within 3 months next succeeding such cessation of
employment and in no event later than 10 years (five years in the case of an
incentive stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of the total
combined voting power of all classes of stock of the Bank or of its parent,
if any, or subsidiary corporations) after the date the option was granted,
exercise each option granted to him under the Plan to the extent that he was
entitled to exercise it on the date of such cessation of employment. Whether
authorized leave of absence or absence on military or governmental service
shall constitute termination of employment for the purpose of the Plan shall
be determined by the Board of Directors. Nothing in the Plan or in any option
granted under it shall confer upon any optionee any right with respect to
continuation of employment by the Bank or interfere in any way with the Bank's
right to terminate his employment.
12. DEATH OF OPTIONEE
In the event that the holder of an option dies while it was exercisable by
him, the option may be exercised within a period of 12 months after the date
of death, but in no event later than 10 years (five years in the case of an
incentive stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of the total
combined voting power of all classes of stock of the Bank or of its parent,
if any, or subsidiary corporations) after the date the option was granted,
and only to the extent that the optionee was entitled to exercise such option
on the date of his death, by the person designated in the optionee's will for
that purpose. If no such person is designated or if the optionee dies
intestate, then such option may be exercised within said period to the same
extent by the optionee's personal representative or representatives.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any subdivision or combination of the Bank's outstanding
Common Stock, by reclassification or otherwise, or in the event of the
payment of Common Stock dividend, or, in the discretion of the Board of
Directors in the event of any other capital adjustment effected without
receipt of consideration from another entity, the aggregate number of shares
with respect to which options may be granted under the Plan, the number of
shares covered by each outstanding option and the price per share in each
such option shall be proportionately adjusted. Each option granted under the
Plan shall provide for similar adjustments if any such event occurs after the
grant but prior to the exercise of the option.
3
<PAGE>
14. MERGER DISSOLUTION
Subject to any required action by the stockholders, if the Bank is a
party to any merger or consolidation, any unexercised portion of an option
shall, in lieu of the number of shares of Common Stock covered by such
unexercised portion, pertain and apply to the number and class or classes of
securities to which the optionee would have been entitled under the agreement
of merger or consolidation, had the optionee been the holder of record of a
number of shares of Common Stock covered by such unexercised portion. If the
Bank dissolves or liquidates, each option outstanding under the Plan shall
terminate.
15. DISPOSITION OF SHARES ACQUIRED THROUGH AN INCENTIVE STOCK OPTION
The tax benefits provided for in Section 421(a) of the Code shall apply
with respect to the transfer of any share of stock to an individual pursuant
to his exercise of an incentive stock option only if no disposition of such
share is made by him with two (2) years from the date of the granting of the
incentive stock option nor within one (1) year after the transfer of such
share to him. If a holder of any share of stock acquired pursuant to his
exercise of an incentive stock option under the plan disposes of said share
before the expiration of either of these periods, he shall notify the Bank of
such disposition and of the amount realized upon such disposition.
16. TERMINATION AND AMENDMENT
The Plan shall terminate on the tenth anniversary of the date the Plan
is approved by Shareholders of the Bank, and no option shall be granted under
the Plan after such date. The Board of Directors may at any time or from time
to time suspend or terminate the Plan or make other amendments or
modifications thereof with respect to any shares as to which options are not
outstanding, and with the consent of the optionee the Board of Directors may
amend or modify any option agreement, evidencing an option granted under the
Plan, PROVIDED, ALWAYS, that the Board of Directors may not in any event:
(a) increase the total number of shares which may be sold under the Plan
except as provided in Section 13 hereof
(b) change the employees or class of employees eligible to receive
options under the Plan;
(c) decrease the minimum option price provided in Paragraph 5; or
(d) extend the date of termination of this Plan, without the approval of
the shareholders of the Bank.
17. EFFECTIVE DATE
This Plan will be submitted to the Bank's Shareholders at the 1989 Annual
Meeting for approval by the Shareholders and become effective upon approval
by the Shareholders and the Commissioner of Banks pursuant to Mass. G.1. ch.
172 Section 25 and endorsement hereon by the Clerk of the Bank that such
approval has occurred, signifying the date of such approval.
4
<PAGE>
THE HIBERNIA SAVINGS BANK
1995 PREMIUM INCENTIVE STOCK OPTION PLAN
1. PURPOSE
The purpose of The Hibernia Savings Bank 1995 Premium Incentive Stock
Option Plan (referred to hereinafter as the "Plan") is to furnish an
additional incentive to key employees of The Hibernia Savings Bank ("the
Bank"), consistent with the interests of the Bank's shareholders, by
affording key employees an opportunity to become owners of the Bank's Common
Stock either through options (referred to hereinafter as "incentive stock
options") which qualify under the provisions of Sections 421 and 422 of the
Internal Revenue Code of 1986, as amended (referred to hereinafter as the
"Code"), or through options which do not qualify under those Code sections
(referred to hereinafter as "nonqualified stock options"). The exercise price
of all options granted under said Plan shall be the market price on the date
of the grant of the option but all options granted under the Plan shall be
exercisable only if the market price rises to the level specified in the
grant, which level shall be at least 25% above the market price on the date
of the grant of the option.
2. STOCK SUBJECT TO THE PLAN
The total number of shares of stock which may be sold pursuant to options
granted number the Plan shall be 70,000 shares of the Bank's Common Stock,
$1.00 par value, subject to adjustment as provided in Paragraph 13. If any
option shall expire or terminate for any reason without having been exercised
as to all shares subject to it, the unpurchased shares may again be subjected
to a new option granted under the Plan.
3. ADMINISTRATION
The Plan shall be administered by the Executive Committee of the Board of
Directors of the The Hibernia Savings Bank (the "Committee"), which, subject
to the express provisions of the Plan, shall have full authority to interpret
the Plan and each option granted thereunder. Subject to the express
provisions of the Plan, the Committee shall determine the individuals to whom
and the time or times at which such options shall be granted, the type of
option granted, the number of shares subject to each option, the purchase
price of such shares and other terms and conditions of each option, which
need not be identical as to each option, PROVIDED that, all incentive stock
options granted under the Plan must meet the requirements of Section 422 of
the Code. In making its determination, the Committee may take into account
the nature of the services rendered by the individual, his or her present and
potential contribution to the Bank's success and such other factors as the
Committee in its discretion may deem relevant. All determinations and
decisions made by the Committee pursuant to this Plan shall be final and
conclusive on all parties.
<PAGE>
4. ELIGIBILITY
Options under the Plan may be granted only to those key employees of the
Bank (including any who are also officers and/or Directors of the Bank) who
are responsible for the management, growth and protection of the business of
the Bank who are under the age of 60 years and employed by the Bank on a full
time basis.
5. OPTION EXERCISE PRICE
The exercise price under each option shall be determined by the
Committee, but shall not be less than the fair market value of the stock at
the time such option is granted; provided that, if any incentive stock option
is granted to an individual who possesses, at the time the incentive stock
option is granted, more than 10 percent of the total combined voting power of
all classes of stock of the Bank, or of its parent, if any, or subsidiary
corporations, the exercise price under any incentive stock option granted to
such individual shall be at least 110 percent of the fair market value of the
stock at the time such incentive stock option is granted. Fair market value
shall equal the closing bid price as quoted on the NASDAQ National Market
System on the trading day preceding the grant, or shall be determined in good
faith by the Committee.
In addition to the above minimum requirements, the exercise price of all
option granted under said Plan shall be the fair market value on the date of
the grant of the option but all options granted under the Plan shall be
exercisable only if the fair market value rises to the level specified in the
grant, which level shall be at least 25% above the fair market value on the
date of the grant of the option. Fair market value at the time of exercise
shall equal the closing bid price as quoted on the NASDAQ National Market
System on the trading day preceding the exercise of the option, or shall be
determined in good faith by the Committee.
6. LIMITATION ON SHARES SUBJECT TO INCENTIVE STOCK OPTIONS
To the extent that the aggregate fair market value (determined at the
time the incentive stock option is granted) of the stock with respect to
which such incentive stock options are exercisable for the first time by any
individual during any calendar year (under all stock option plans of the
employer corporation and its parent and subsidiary corporations) exceeds
$100,000, such options shall be treated as options which are not incentive
stock options.
7. PERIOD OF OPTION
Each option granted hereunder shall be subject to the following terms and
conditions:
- 2 -
<PAGE>
(a) No option shall be exercisable after the expiration of 10 years
from the date the option is granted; except that any incentive
stock option which is granted to an individual who possesses,
at the time the incentive stock option is granted, more than 10
percent of the total combined voting power of all classes of
stock of the Bank, or of its parent, if any, or subsidiary
corporations, shall not be exercisable after the expiration of
five (5) years from the date the incentive stock option is
granted; and
(b) No option shall be exercisable by an optionee unless (except as
provided in Paragraphs 11 and 12) at all times during the
period beginning on the date of the granting of the option and
ending on the day 3 months before the date of such exercise,
such individual was an employee of the Bank; except that in the
case of an employee who is disabled within the meaning of
Section 22(e)(3) of the Code, the 3 month period referred to
above shall be one (1) year.
8. EXERCISE OF OPTION
All options shall be exercisable by serving written notice of exercise on
the Bank accompanied by payment of the purchase price in accordance with
Paragraph 9 of the Plan. No option may be exercised for a fraction of a
share. The Board of Directors may also require as a condition precedent to
the exercise of an option that the optionee (or in the event of his death the
person or personal representative or representatives exercising the option
pursuant to Paragraph 12) satisfy the Bank by a written agreement, written
representation and/or other evidence that the shares being acquired by
exercise of the option are not being acquired with a view to the distribution
thereof within the meaning of the Securities Act of 1933, as amended. The
holder of an option shall have none of the rights of a stockholder with
respect to any shares subject thereto until such shares have been issued to
him.
9. PAYMENT FOR SHARES
The option price shall be payable in cash or by check acceptable to the
Bank. The Bank may not directly or indirectly make any loan to an optionee
for the purpose of assisting him to acquire any shares issuable upon the
exercise of any option granted to him under the Plan.
10. OPTION AGREEMENT
Each person granted an option under the Plan shall enter into a written
option agreement with the Bank evidencing the option, which shall be dated
the day of the grant of the option. An incentive stock option and, to the
extent applicable, a nonqualified stock option, granted under this Plan shall
contain
- 3 -
<PAGE>
the following terms and conditions and such other terms and conditions
consistent with the Plan as may be prescribed by the Board of Directors:
(a) A provision that the option shall not be transferable by the
optionee otherwise than by will or by the laws of descent and
distribution, and that the option shall be exercisable, during
his lifetime, only by him;
(b) A provision that the option is not exercisable after the
expiration of 10 years (five years in the case of an incentive
stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of
the total combined voting power of all classes of stock of the
Bank or of its parent, if any, or subsidiary corporations) after
the granting of the option; and
(c) A provision that the option is, pursuant to Paragraph 13 of this
Plan, subject to adjustment in certain cases.
(d) In the event of a change in control of the Bank, as defined in
paragraph (e), all Options outstanding as of the date of such
change in control shall become immediately exercisable.
(e) CHANGE IN CONTROL. For purposes of the Plan, a "Change in
Control" shall be deemed to have occurred in either of the
following events: (i) if there has occurred a change in control
which the Bank would be required to report in response to Item
5(f) of the Form for Proxy Statement (Form F-5) prescribed by 12
CFR Section 335.212 promulgated under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), or, if such regulation
is no longer in effect, any regulations promulgated by the
Federal Deposit Insurance Corporation or the Securities and
Exchange Commission pursuant to the 1934 Act which are intended
to serve similar purposes or (ii) when any "person" (as such
term is used in Sections 13(d) and 14(d)(2) of the 1934 Act)
becomes a "beneficial owner" (as such term is defined in Rule
13d-3 promulgated under the 1934 Act), directly or indirectly,
of securities of the Bank representing twenty-five percent or
more of the total number of votes that may be cast for the
election of directors of the Bank, and, in the case of either
(i) or (ii) above, the Bank's Board of Directors has not
consented to such event by a two-thirds vote of all of the
members of the Board of Directors adopted prior to such event.
In addition, a Change in Control shall be deemed to have
occurred if, as the result of, or in connection with, any tender
or exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing
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transactions, the persons who were directors of the Bank before
such transaction shall cease to constitute a majority of the
Board of Directors of the Bank or of any successor institution.
Change in Control shall specifically not include a change in
ownership of the Bank resulting from formation of a holding
company, the shareholders of which are the same as the previous
shareholders of the Bank.
11. TERMINATION OF EMPLOYMENT
If the employment of the holder of an option shall be terminated for
cause, each option granted to him under the Plan shall terminate immediately.
If a holder's employment ceases by reason of his voluntary resignation and
acceptance thereof by the Board of Directors or under circumstances in which
the Board of Directors deems termination of the option to be inequitable,
such holder may, but only within 3 months next succeeding such cessation of
employment and in no event later than 10 years (five years in the case of an
incentive stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of the total
combined voting power of all classes of stock of the Bank or of its parent,
if any, or subsidiary corporations) after the date the option was granted,
exercise each option granted to him under the Plan to the extent that he was
entitled to exercise it on the date of such cessation of employment. Whether
authorized leave of absence or absence on military or governmental service
shall constitute termination of employment for the purpose of the Plan shall
be determined by the Board of Directors. Nothing in the Plan or in any option
granted under it shall confer upon any optionee any right with respect to
continuation of employment by the Bank or interfere in any way with the
Bank's right to terminate his employment.
12. DEATH OF OPTIONEE
In the event that the holder of an option dies while it was exercisable
by him, the option may be exercised within a period of 12 months after the
date of death, but in no event later than 10 years (five years in the case of
an incentive stock option granted to any individual who, at the time the
incentive stock option was granted, possessed more than 10% of the total
combined voting power of all classes of stock of the Bank or of its parent,
if any, or subsidiary corporations) after the date the option was granted,
and only to the extent that the optionee was entitled to exercise such option
on the date of his death, by the person designated in the optionee's will for
that purpose. If no such
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person is designated or if the optionee dies intestate, then such option may
be exercised within said period to the same extent by the optionee's personal
representative or representatives.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any subdivision or combination of the Bank's outstanding
Common Stock, by reclassification or otherwise, or in the event of the
payment of Common Stock dividend, or, in the discretion of the Board of
Directors in the event of any other capital adjustment effected without
receipt of consideration from another entity, the aggregate number of shares
with respect to which options may be granted under the Plan, the number of
shares covered by each outstanding option and the price per share in each
such option shall be proportionately adjusted. Each option granted under the
Plan shall provide for similar adjustments if any such event occurs after the
grant but prior to the exercise of the option.
14. MERGER; DISSOLUTION
Subject to any required action by the stockholders, if the Bank is a
party to any merger or consolidation, any unexercised portion of an option
shall, in lieu of the number of shares of Common Stock covered by such
unexercised portion, pertain and apply to the number and class or classes of
securities to which the optionee would have been entitled under the agreement
of merger or consolidation, had the optionee been the holder of record of a
number of shares of Common Stock covered by such unexercised portion. If the
Bank dissolves or liquidates, each option outstanding under the Plan shall
terminate.
15. DISPOSITION OF SHARES ACQUIRED THROUGH AN INCENTIVE STOCK OPTION
The tax benefits provided for in Section 421(a) of the Code shall apply
with respect to the transfer of any share of stock to an individual pursuant
to his exercise of an incentive stock option only if no disposition of
such share is made by him within two (2) years from the date of the granting
of the incentive stock option nor within one (1) year after the transfer of
such share to him. If a holder of any share of stock acquired pursuant to his
exercise of an incentive stock option under the Plan disposes of said share
before the expiration of either of these periods, he shall notify the Bank of
such disposition and of the amount realized upon such disposition.
16. TERMINATION AND AMENDMENT
The Plan shall terminate on the tenth anniversary of the date the Plan is
approved by the Shareholders of the Bank, and no
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option shall be granted under the Plan after such date. The Board of
Directors may at any time or from time to time suspend or terminate the Plan
or make other amendments or modifications thereof with respect to any shares
as to which options are not outstanding, and with the consent of the optionee
the Board of Directors may amend or modify any option agreement, evidencing
an option granted under the Plan, PROVIDED, ALWAYS, that the Board of
Directors may not in any event:
(a) increase the total number of shares which may be sold under the
Plan except as provided in Section 13 hereof;
(b) change the employees or class of employees eligible to receive
options under the Plan;
(c) decrease the minimum option price provided in Paragraph 5; or
(d) extend the date of termination of this Plan,
without the approval of the shareholders of the Bank.
17. EFFECTIVE DATE
This Plan will be submitted to the Bank's Shareholders at the 1995 Annual
Meeting for approval by the Shareholders, and become effective upon approval
by the Shareholders and the Commissioner of Banks pursuant to Mass. G. L. ch.
172 Section 25 and endorsement hereon by the Clerk of the Bank that such
approval has occurred, signifying the date of such approval.
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<PAGE>
THE HIBERNIA SAVINGS BANK
1989 STOCK PURCHASE PLAN FOR DIRECTORS, OFFICERS,
EMPLOYEES, AND CERTAIN PLANS
ARTICLE 1 -- PURPOSES
The Hibernia Savings Bank Stock Purchase Plan for Directors, Officers,
Employees, and Certain Plans (hereinafter referred to as "the Plan") is
intended to provide a continuing source of additional capital for the Bank,
without the expense of underwriting costs, and a method whereby directors,
officers, employees, and certain plans (all of which are hereinafter referred
to as "Plan Participants") of The Hibernia Savings Bank (hereinafter referred
to as "the Bank") will have an opportunity to acquire a proprietary interest
in the Bank through the purchase of shares of the Common Stock of the Bank.
ARTICLE 2 -- ELIGIBILITY
All directors of the Bank shall be eligible to participate in the Plan.
All officers of the Bank shall be eligible to participate in the Plan.
All employees of the Bank who have completed 12 months employment with
the Bank, who are employed by the Bank on a full time basis, and who are at
least 21 years old shall be eligible to participate in the Plan.
All Bank-sponsored employee benefit and retirement plans shall be
eligible to participate in the Plan. All
<PAGE>
self-directed retirement plans for the benefit of directors, officers,
and qualified employees of the Bank shall be eligible to participate in the
Plan.
ARTICLE 3 -- STOCK SUBJECT TO THE PLAN
Shares shall be made available for purchase under the Plan from
authorized, unissued or reacquired Common Stock, up to an aggregate limit of
100,000 shares of Common Stock.
ARTICLE 4 -- RESTRICTIONS ON STOCK PURCHASED UNDER THE PLAN
The Plan Administrator may, in his discretion, require as a condition to
any purchase of stock under the Plan that the Plan Participant shall have
represented inform and substance satisfactory to the Plan Administrator that
it is his, her, or its intention to purchase only for investment the shares
then being purchased.
All shares of stock purchased under the Plan must be held by the Plan
Participant and may not be sold, traded, or otherwise disposed of for a
period of one year following purchase, unless the Plan Participant ceases to
hold his, her, or its position with the Bank or unless the Bank is not the
surviving entity in a merger, acquisition, or other transaction.
No Plan Participant may purchase in the aggregate more than 25,000 shares
of Common Stock through the Plan without the prior approval of the Board of
Directors by a two thirds vote, with the exception of Bank-sponsored employee
benefit and retirement plans.
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ARTICLE 5 -- NO TRANSFER OF RIGHTS
A Plan Participant's rights under the Plan are his, hers, or its alone,
and may not be transferred or assigned to another person or entity.
Stock purchased under the Plan will be issued only in the name of the
Plan Participant or jointly in the name of the Plan Participant and another
person at least 21 years old who is related to the Plan Participant as
spouse, child, or parent.
ARTICLE 6 -- PROCEDURE FOR PURCHASING STOCK
The purchase price shall be the closing bid price of the Common Stock on
the business day preceding the Purchase Date as quoted on the NASDAQ National
Market System, or if there are no transactions in the Common Stock on a given
business day, on the nearest preceding day on which a transaction occurred.
Purchases shall be accomplished by delivering to the Plan Administrator
notice in writing of the intent to purchase and the number of shares being
purchased together with payment in form satisfactory to the Plan
Administrator in an amount representing the number of shares purchased
multiplied by the purchase price per share. Each business day the purchase
price shall be fixed to that of the closing bid price on the preceding
business day as aforesaid.
Purchases under the Plan must be for a minimum of 25 shares. No
fractional shares will be issued under the Plan.
ARTICLE 7 -- ADMINISTRATION OF THE PLAN
The President of the Bank shall administer the Plan as Plan Administrator
and shall keep a record of all stock purchased
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under the Plan. The Executive Committee of the Board of Directors shall
supervise the administration of the Plan. The interpretation and construction
of any provision of the Plan shall be in the first instance by the Plan
Administrator, and in the second instance by the Executive Committee, subject
at all times to the final approval of the Board of Directors. The Board of
Directors may from time to time vote to adopt such rules and regulations for
carrying out the Plan as it may deem best.
ARTICLE 8 -- AMENDMENT AND TERMINATION OF PLAN
The Board of Directors may be a two-thirds vote amend or terminate the
Plan, or suspend its operation for a definite or indefinite period of time.
The Plan will terminate when all shares allocated have been purchased.
ARTICLE 9 -- USE OF FUNDS
The proceeds received by the Bank from the sale of Common Stock pursuant
to the Plan will be used for general corporate purposes.
ARTICLE 10 -- GOVERNMENTAL REGULATION
The Bank's obligations under the Plan are subject to any governmental
authorization required.
ARTICLE 11 -- TAX
The Plan is not intended to be a qualified plan under the Internal
Revenue Code. Plan Participants are advised to consult their personal tax
advisors.
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