As filed with the Securities and Exchange Commission on January 23, 1998
_________________ Registration No.
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------
Falmouth Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-3337685
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Davis Straits
Falmouth MA 02540
(508) 548-3500
(Address, including Zip Code, of principal executive offices)
-------------------
1997 Stock Option Plan for Outside Directors, Officers,
and Employees of Falmouth Bancorp, Inc.
1997 Recognition and Retention Plan for Outside Directors, Officers,
and Employees of Falmouth Bancorp, Inc.
(Full title of the Plans)
-------------------
Mr. Santo P. Pasqualucci
President and Chief Executive Officer
Falmouth Co-operative Bank
20 Davis Straits
Falmouth, MA 02540
(508) 548-3500
Copy to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1500 K Street, N.W. Suite 200
Washington, D.C. 20005
(202) 347-8400
(Name and address, including Zip Code, telephone number and area code,
of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- ----------------------------- -------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 203,665 shares $19.906 $3,7773,307.00 $1,114.00
============================================================================================================
<FN>
<F1> Based on 145,475 shares of common stock of Falmouth Bancorp, Inc. (the
"Company") reserved for issuance upon exercise of options granted
pursuant to the 1997 Stock Option Plan for Outside Directors, Officers
and Employees of Falmouth Bancorp, Inc., and 58,190 shares authorized for
awards under the 1997 Recognition and Retention Plan for Outside
Directors, Officers and Employees of Falmouth Bancorp, Inc. ("Plans"). In
addition to such shares, this registration statement also covers an
undetermined number of shares of common stock of the Company that, by
reason of certain events specified in the Plans, may become issuable upon
exercise of options through the use of certain anti-dilution provisions.
<F2> Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to which
a total of 42,994 shares subject to outstanding options are deemed to be
offered at an exercise price of $13.375 per share, a total of 666 shares
subject to outstanding options are deemed to be offered at an exercise
price of $19.825 per share, and a total of 160,005 restricted shares and
shares that may be acquired upon exercise of options granted in the
future are deemed to be offered at $19.906 per share, the average of the
daily high and low sales prices of common stock of the Company on the
American Stock Exchange at the close of trading on January 22, 1998.
</FN>
</TABLE>
- -------------------------------------------------------------------------------
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
Note: The document containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed with the
Commission by the Registrant (File No. 01-13465) are incorporated by reference
in this registration statement:
(1) the description of the Registrant's common stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form S-4, dated November 27, 1996 which was filed with the
Commission pursuant to the Securities Exchange Act of 1934,
as amended ("Exchange Act");
(2) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1997, which was filed with the
Commission pursuant to the Exchange Act; and
(3) the Registrant's Proxy Statement, dated December 23, 1997 for
its Annual Meeting of Stockholders held on January 20, 1998,
filed by the Registrant pursuant to Section 14 of the
Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any document which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Falmouth Bancorp, Inc. will provide without charge to each person to
whom this Prospectus is delivered, upon request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests should be directed to Mr.
Geroge E. Young, III, Falmouth Co-operative Bank, 20 Davis Straits, Falmouth,
Massachusetts 02540. Telephone requests may be directed to (508) 548-3500.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of any such threatened, pending or completed action or suit if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation. Any such indemnification may
be made only as authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, an incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article X of the Company's Certificate of Incorporation provides that
a director shall not be personally liable to the Company or its stockholders
for damages for breach of his fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL.
Article XI of the Company's Certificate of Incorporation requires the
Company, among other things, to indemnify to the fullest extent permitted by
the DGCL, any person who is or was or has agreed to become a director or
officer of the Company, who was or is made a party to, or is threatened to be
made a party to, or has become a witness in, any threatened, pending or
completed action, suit or proceeding, including actions or suits by or in the
right of the Company, by reason of such agreement or service or the fact that
such person is, was or has agreed to serve as a director, officer, employee or
agent of another corporation or organization at the written request of the
Company.
Article XI, Section 11 also empowers the Company to purchase and
maintain insurance to protect itself and its directors and officers, and those
who were or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify
those persons against such liability under the law or the provisions set forth
in the Certificate of Incorporation. The Company is also authorized by its
Certificate of Incorporation to enter into individual indemnification contracts
with directors and officers. The Company currently maintains directors' and
officers' liability insurance consistent with the provisions of the Certificate
of Incorporation.
The Company has entered into Employment Agreements dated as of March
27, 1996 with each of Santo P. Pasqualucci and George E. Young III pursuant to
which it has undertaken contractually to provide indemnification and insurance
coverage in the manner described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Certificate of Incorporation of Falmouth Bancorp, Inc.*
3.2 By-Laws of Falmouth Bancorp, Inc.*
4.1 1997 Stock Option Plan for Outside Directors, Officers and
Employees of Falmouth Bancorp, Inc.*
4.2 1997 Recognition and Retention Plan for Outside Directors,
Officers and Employees of Falmouth Bancorp, Inc*.
4.3 Form of Stock Option Agreement Pursuant to the 1997 Stock
Option Plan for Outside Directors, Officers and Employees of
Falmouth Bancorp, Inc.
4.4 Form of Recognition and Retention Plan Agreement Pursuant to
the 1997 Recognition and Retention Plan for Outside
Directors, Officers and Employees of Falmouth Bancorp, Inc.
5.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1
hereof).
23.2 Consent of Shatswell MacLeod & Co., P.C..
* Incorporated by reference to the Registrant's Registration Statement on
Form S-4, as amended (Registration No. 333-1693).
Item 9. Undertakings.
A. Rule 415 offering. The undersigned Registrant hereby undertakes:
(1) For determining liability under the Securities Act , treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Falmouth, Commonwealth of Massachusetts, on
this __ day of January, 1998.
FALMOUTH BANCORP, INC.
(Registrant)
By: /s/ Santo P. Pasqualucci
--------------------------------------
Santo P. Pasqualucci
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Santo P. Pasqualucci President and Chief Executive Officer January 19, 1998
- ---------------------------------- (Principal Executive Officer) and
Santo P. Pasqualucci Director
/s/ George E. Young, III Vice President and Chief Financial January 19, 1998
- ---------------------------------- Officer (Chief Financial and
George E. Young, III Accounting Officer)
/s/ Walter A. Murphy Chairman of the Board and Director January 19, 1998
- ----------------------------------
Walter A. Murphy
/s/ John W. Holland, Jr. Director January 19, 1998
- ----------------------------------
John W. Holland, Jr.
/s/ Gardner L. Lewis Director January 19, 1998
- ----------------------------------
Gardner L. Lewis
/s/ John J. Lynch, Jr. Director January 19, 1998
- ----------------------------------
John J. Lynch, Jr.
/s/ Eileen C. Miskell Director January 19, 1998
- ----------------------------------
Eileen C. Miskell
/s/ William E. Newton Director January 19, 1998
- ----------------------------------
William E. Newton
/s/ Armand Ortins Director January 19, 1998
- ----------------------------------
Armand Ortins
/s/ Ronald L. McLane Director January 19, 1998
- ----------------------------------
Ronald L. McLane
/s/ Robert H. Moore Director January 19, 1998
- ----------------------------------
Robert H. Moore
/s/ James A. Keefe Director January 19, 1998
- ----------------------------------
James A. Keefe
</TABLE>
EXHIBIT 4.3
Officers And Employees
----------------------
1997 Stock Option Plan for Outside Directors, Officers and Employees
of Falmouth Bancorp, Inc.
Stock Option Agreement
----------------------
__________________________________________________ ______-____-________
Name of Option Recipient Social Security Number
______________________________________________________________________________
Street Address
_____________________________ ______________ ____________
City State ZIP Code
This Stock Option Agreement is intended to set forth the terms and
conditions on which a Stock Option has been granted under the 1997 Stock
Option Plan for Outside Directors, Officers and Employees of Falmouth
Bancorp, Inc.. Set forth below are the specific terms and conditions
applicable to this Stock Option. Attached as Exhibit A are its general
terms and conditions.
- ----------------------------------------------------------------------------
Option Grant (A) (B) (C) (D) (E)
- ----------------------------------------------------------------------------
Grant Date:
Class of Optioned Shares* Common Common Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
Option Type (ISO or NQSO)
Vesting
Earliest Exercise Date*
Option Expiration Date*
* Subject to adjustment as provided in the Plan and the General Terms
and Conditions.
By signing where indicated below, Falmouth Bancorp, Inc. (the "Bank")
grants this Stock Option with respect to the shares of its common stock,
par value $0.01 per share ("Common Stock"), identified above, upon the
specified terms and conditions, and the Option Recipient acknowledges
receipt of this Stock Option Agreement, including Exhibit A, and agrees to
observe and be bound by the terms and conditions set forth herein.
Falmouth Bancorp, Inc. Option Recipient
By ___________________________ _______________________________________
Name: Name of Recipient
Title:
Instructions: This page should be completed by or on behalf of the
Compensation Committee. Any blank space intentionally left blank should be
crossed out. An option grant consists of a number of optioned shares with
uniform terms and conditions. Where options are granted on the same date
with varying terms and conditions (for example, varying exercise prices or
earliest exercise dates), the options should be recorded as a series of
grants each with its own uniform terms and conditions.
Exhibit A - Officers and Employees
----------------------------------
1997 Stock Option Plan for Outside Directors, Officers and Employees
of Falmouth Bancorp, Inc.
Stock Option Agreement
----------------------
General Terms and Conditions
Section 1. Incentive Stock Option. If the Option is designated as
an ISO, the Company intends the Option evidenced hereby to be an "incentive
stock option" within the meaning of section 422 of the Internal Revenue
Code of 1986 ("Code"). If the Option or any part of the Option does not
qualify as an "incentive stock option" under the Plan or the Code, the
Option or the part not qualifying shall be treated as a Non-Qualified Stock
Option under the Code.
Section 2. Option Period. (a) You shall have the right to purchase
all or any portion of the optioned Common Stock at any time during the
period ("Option Period") commencing on the Earliest Exercise Date and
ending on the earliest to occur of the following dates:
(i) the close of business on the last day of the 3-month
period commencing on the date of the termination of all employment
with the Bank; provided, however, that if such termination is on
account of death, disability or retirement, such date shall be the
last day of the 1-year period commencing on such termination;
(ii) the date of Termination for Cause; or
(iii) the Option Expiration Date.
(b) If the Option is designated as an ISO, the favorable tax
treatment applicable to incentive stock options may not apply if it is
exercisable more than three months after your termination of employment for
reasons other than total and permanent disability (within this meaning of
section 22(e)(3) of the Code) or more than one year after your termination
of employment due to total and permanent disability.
(c) Upon the termination of the your service with the Company or the
Bank, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited. In the event your termination results from
your death or Disability (as defined in the Plan), the date of your termination
shall be the Earliest Exercise Date for any options that are not already
exercisable. To the extent authorized pursuant to a Plan provision that is
approved by the Bank's shareholders after the one-year anniversary of the
date that the Plan was approved by shareholders, in the event of your
retirement (as defined in the Plan) or a change in control (as defined in
the Plan), the date of such retirement or change in control shall be the
Earliest Exercise Date of any Options that are not already exercisable.
Section 3. Exercise Price. During the Option Period, and after the
applicable Earliest Exercise Date, you shall have the right to purchase all
or any portion of the optioned Common Stock at the Exercise Price per
share.
Section 4. Method of Exercise. You may, at any time during the
Option Period provided by section 2, exercise your right to purchase all or
any part of the optioned Common Stock then available for purchase;
provided, however, that the minimum number of shares of optioned Common
Stock which may be purchased shall be one hundred (100) or, if less, the
total number of shares of optioned Common Stock then available for
purchase. You may exercise such right by:
(a) giving written notice to the Committee, in the form attached
hereto as Appendix A; and
(b) delivering to the Committee full payment of the Exercise Price
for the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the
date the requirements of this section 4 have been satisfied, but in no
event more than three (3) days after such date. Payment shall be made (i)
in United States dollars by certified check, money order or bank draft made
payable to the order of Falmouth Bancorp, Inc., (ii) in shares of Common
Stock duly endorsed for transfer and with all necessary stock transfer tax
stamps attached, already owned by you and having a fair market value equal
to the Exercise Price, such fair market value to be determined in such
manner as may be provided by the Committee or as may be required in order
to comply with or conform to the requirements of any applicable laws or
regulations, or (iii) in a combination of (i) and (ii). If this Option is
designated as an ISO, you shall not, without the prior written approval of
the Committee, dispose of shares of Common Stock acquired pursuant to the
exercise of an "Incentive Stock Option" until after the later of (i) the
second anniversary of the date on which the Incentive Stock Option was
granted, or (ii) the first anniversary of the date on which the Incentive
Stock Option was exercisable.
Section 5. Delivery and Registration of Optioned Shares. As soon as
is practicable following the date on which you have satisfied the
requirements of section 4, the Committee shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing your
ownership of the optioned Common Stock that has been purchased. You shall
have no right to vote or to receive dividends, nor have any other rights
with respect to optioned Common Stock, prior to the date as of which such
optioned Common Stock is transferred to you on the stock transfer records
of the Company, and no adjustments shall be made for any dividends or other
rights for which the record date is prior to the date as of which such
transfer is effected. The obligation of the Company to deliver Common
Stock under this Agreement shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment
intention of the person to whom such Common Stock is to be delivered, in
such form as the Committee shall determine to be necessary or advisable to
comply with the provisions of applicable federal, state or local law. It
may be provided that any such representation shall become inoperative upon
a registration of the Common Stock or upon the occurrence of any other
event eliminating the necessity of such representation. The Company shall
not be required to deliver any Common Stock under this Agreement prior to
(a) the admission of such Common Stock to listing on any stock exchange on
which Common Stock may then be listed, or (b) the completion of such
registration or other qualification under any state or federal law, rule or
regulations as the Committee shall determine to be necessary or advisable.
Section 6. Adjustments in the Event of Reorganization. In the event
of any merger, consolidation, or other business reorganization in which the
Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common
Stock held by each person who is then a shareholder of record, the number
of shares of Common Stock subject to the option granted hereunder and the
Exercise Price per share of such option shall be adjusted in accordance
with section 8.3 of the Plan to account for such event. In the event of
any merger, consolidation, or other business reorganization in which the
Company is not the surviving entity, any exercisable option granted
hereunder shall be cancelled or adjusted in accordance with the Plan. In
the event that the Company shall declare and pay any dividend with respect
to shares of Common Stock (other than a dividend payable in shares of
Common Stock) which results in a nontaxable return of capital to the
holders of shares of Common Stock for federal income tax purposes, or
otherwise than by dividend makes distribution of property to the holders of
its shares of Common Stock, at the election of the Committee, the Company
shall either (i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend or distribution
in accordance with section 8.3 of the Plan or (ii) adjust the Exercise
Price per share of outstanding Options in such a manner as the Committee
may determine to be necessary to reflect the effect of the dividend or
distribution, or (iii) take any other action described in section 8.3(c) of
the Plan.
Section 7. No Right to Continued Service. Nothing in this Agreement
nor any action of the Board or Committee with respect to this Agreement
shall be held or construed to confer upon you any right to a continuation
of service by the Company or the Bank. You may be dismissed or otherwise
dealt with as though this Agreement had not been entered into.
Section 8. Taxes. Where any person is entitled to receive shares
pursuant to the exercise of the Option granted hereunder, the Company shall
have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such
shares, or, in lieu thereof, to retain, or to sell without notice, a
sufficient number of shares to cover the amount required to be withheld.
Section 9. Notices. Any communication required or permitted to be
given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or
five (5) days after mailing if mailed, postage prepaid, by registered or
certified mail, return receipt requested, addressed to such party at the
address listed below, or at such other address as one such party may by
written notice specify to the other party:
(a) If to the Committee:
Falmouth Bancorp, Inc.
20 Davis Straits
Falmouth, Massachusetts 02340
Attention: Corporate Secretary
(b) If to you, to your address as shown in the Company's personnel
records.
Section 10. Restrictions on Transfer. The option granted hereunder
shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts,
contracts, liabilities, engagements or torts, nor shall it be transferable
by you other than by will or by the laws of descent and distribution or as
otherwise permitted by the Plan. To name a Beneficiary who may exercise
your Options following your death, complete the attached Appendix B and
file it with the Corporate Secretary of Falmouth Bancorp, Inc.
Section 11. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon the Company and you and your
respective heirs, successors and assigns.
Section 12. Construction of Language. Whenever appropriate in the
Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the
neuter. Any reference to a section shall be a reference to a section of
this Agreement, unless the context clearly indicates otherwise.
Capitalized terms not specifically defined herein shall have the meanings
assigned to them under the Plan.
Section 13. Governing Law. This Agreement shall be construed,
administered and enforced according to the laws of the Commonwealth of
Massachusetts without giving effect to the conflict of laws principles
thereof, except to the extent that such laws are preempted by the federal
law.
Section 14. Amendment. This Agreement may be amended, in whole or
in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between the Company
and you.
Section 15. Plan Provisions Control. This Agreement and the rights
and obligations created hereunder shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Agreement, the terms of
the Plan, which are incorporated herein by reference, shall control. By
signing this Agreement, you acknowledge receipt of a copy of the Plan.
Appendix A to Stock Option Agreement
1997 Stock Option Plan for Outside Directors, Officers and Employees of
Falmouth Bancorp, Inc.
Notice of Exercise of Stock Option
- -------------------------------------------------------------------------------
Use this Notice to inform the Committee administering the 1997 Stock Option
Plan for Outside Directors, Officers and Employees of Falmouth Bancorp,
Inc. ("Plan") that you are exercising your right to purchase shares of
common stock ("Shares") of Falmouth Bancorp, Inc. (the "Company") pursuant
to an option ("Option") granted under the Plan. If you are not the person
to whom the Option was granted ("Option Recipient"), you must attach to
this Notice proof of your right to exercise the Option granted under the
Stock Option Agreement entered into between the Company and the Option
Recipient ("Agreement"). This Notice should be personally delivered or
mailed by certified mail, return receipt requested to: Falmouth Bancorp,
Inc., 20 Davis Straits, Falmouth, Massachusetts 02340 Attention: Corporate
Secretary. The effective date of the exercise of the Option shall be the
earliest date practicable following the date this Notice is received by the
Company, but in no event more than three days after such date ("Effective
Date"). Except as specifically provided to the contrary herein,
capitalized terms shall have the meanings assigned to them under the Plan.
This Notice is subject to all of the terms and conditions of the Plan and
the Agreement.
OPTION INFORMATION Identify below the Option that you are exercising by
providing the following information from the Stock Option Agreement.
Name of Option Recipient: _____________________________________
Option Grant Date: _____________, ________ Exercise Price per share: $____.__
Month and Day (Year)
EXERCISE PRICE Compute the Exercise Price below and select a method of
payment.
Total Exercise Price _______________ x $_________._____ = $________________
(No. of Shares) (Exercise Price) Total Exercise Price
Method of Payment
[ ] I enclose a certified check, money order, or Company
draft payable to the order of Falmouth Bancorp, Inc.
in the amount of $_______
[ ] I enclose Shares duly endorsed for transfer to the
Company with all stamps attached and having a fair
market value of $_______
Total Exercise Price $_______
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares
purchased pursuant to section 2 above be issued to the following
person(s) in the amount specified below:
Name and Address Social Security No. No of Shares
____________________________________ ______-____-________ ____________
____________________________________
____________________________________ ______-____-________ ____________
WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified
Stock Options only. Beneficiaries and Outside Directors should not
complete.
I understand that I am responsible for the amount of federal, state
and local taxes required to be withheld with respect to the Shares to
be issued to me pursuant to this Notice, but that I may request the
Company to retain or sell a sufficient number of such Shares to cover
the amount to be withheld. I hereby request that any taxes required
to be withheld be paid in the following manner [check one]:
[ ] With a certified or bank check that I will deliver to the
Committee on the day after the Effective Date of my
Option exercise.
[ ] With the proceeds from a sale of Shares that would
otherwise be distributed to me.
[ ] Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form
are not binding on the Committee, and that the Committee will decide
the amount to be withheld and the method of withholding and advise me
of its decision prior to the Effective Date. I further understand
that the Committee may request additional information or assurances
regarding the manner and time at which I will report the income
attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to
satisfy tax withholding, I may be asked to pay a minimal amount of
such taxes in cash in order to avoid the sale of more Shares than are
necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
SIGN HERE
I understand that I must rely on, and consult with, my own tax and
legal counsel (and not the Company) regarding the application of all
laws -- particularly tax and securities laws -- to the transactions
to be effected pursuant to my Option and this Notice. I understand
that I will be responsible for paying any federal, state and local
taxes that may become due upon the sale (including a sale pursuant to
a "cashless exercise") or other disposition of Shares issued pursuant
to this Notice and that I must consult with my own tax advisor
regarding how and when such income will be reportable.
___________________________________________________ _______________
Signature Date
_______________________________________________________________________
Address
- -------------------------------------------------------------------------------
Internal Use Only
- -------------------------------------------------------------------------------
Corporate Secretary
Received [check one]: [ ] By Hand [ ] By Mail Post Marked
___________________
Date of Post Mark
By __________________________________________ ___________________
Authorized Signature Date of Receipt
- -------------------------------------------------------------------------------
Appendix B to Stock Option Agreement
1997 Stock Option Plan for Outside Directors, Officers and Employees
of Falmouth Bancorp, Inc.
Beneficiary Designation Form
- -------------------------------------------------------------------------------
GENERAL
INFORMATION Use this form to designate the Beneficiary(ies) who may
exercise Options outstanding to you at the time of your death.
Name of Person
Making Designation ___________________ Social Security Number _____-___-______
BENEFICIARY DESIGNATION
Complete sections A and B. If no percentage shares are specified, each
Beneficiary in the same class (primary or contingent) shall have an equal
share. If any designated Beneficiary predeceases you, the shares of each
remaining Beneficiary in the same class (primary or contingent) shall be
increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke
this designation at any time prior to my death:
Name Address Relationship Birthdate Share
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________ Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s)
as my contingent Beneficiary(ies) under the Plan to receive benefits only
if all of my primary Beneficiaries should predecease me, reserving the
right to change or revoke this designation at any time prior to my death as
to all outstanding Options:
Name Address Relationship Birthdate Share
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________ Total = 100%
SIGN HERE
I understand that this Beneficiary Designation shall be effective
only if properly completed and received by the Corporate Secretary of
Falmouth Bancorp, Inc. prior to my death, and that it is subject to
all of the terms and conditions of the Plan. I also understand that
an effective Beneficiary designation revokes my prior designation(s)
with respect to all outstanding Options.
_______________________________________ __________________
Your Signature Date
- -------------------------------------------------------------------------------
Internal Use Only
- -------------------------------------------------------------------------------
This Beneficiary Designation was received Comments
by the Corporate Secretary of Falmouth
Bancorp, Inc. on the date indicated.
By ________________________ ________
Authorized Signature Date
- -------------------------------------------------------------------------------
EXHIBIT 4.4
OUTSIDE DIRECTORS
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
- -
- ------------------------------------------------ ------------------------
Name of Option Recipient Social Security Number
- -------------------------------------------------------------------------------
Street Address
- ------------------------ ------------------------- --------------------------
City State ZIP Code
This Non-Qualified Stock Option Agreement is intended to set forth the terms
and conditions on which a Stock Option has been granted under the 1997 Stock
Option Plan for Outside Directors, Officers and Employees of Falmouth Bancorp,
Inc. Set forth below are the specific terms and conditions applicable to this
Non-Qualified Stock Option. Attached as Exhibit A are its general terms and
conditions.
<TABLE>
<CAPTION>
===============================================================================
Option Grant (A) (B) (C) (D) (E)
===============================================================================
<S> <C> <C> <C> <C> <C>
Grant Date:
Class of Optioned Shares* Common Common Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
Vesting
Earliest Exercise Date*
Option Expiration Date*
===============================================================================
<FN>
<F*> Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
</FN>
</TABLE>
By signing where indicated below, Falmouth Bancorp, Inc. (the "Company") grants
this Non-Qualified Stock Option with respect to the shares of its common stock,
par value $0.01 per share ("Common Stock"), identified above, upon the
specified terms and conditions, and the Option Recipient acknowledges receipt
of this Non-Qualified Stock Option Agreement, including Exhibit A, and agrees
to observe and be bound by the terms and conditions set forth herein.
FALMOUTH BANCORP, INC. OPTION RECIPIENT
By
-------------------------------------------- -----------------------------
Name: Santo P. Pasqualucci Name of Recipient
Title: President and Chief Executive Officer
- -------------------------------------------------------------------------------
Instructions: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where Options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the Options should be recorded as a series of grants each with its own uniform
terms and conditions.
EXHIBIT A - OUTSIDE DIRECTORS
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
STOCK OPTION AGREEMENT
General Terms and Conditions
Section 1. Non-Qualified Stock Option. The Company intends the Option
evidenced hereby not to be an "incentive stock option" within the meaning of
section 422 of the Internal Revenue Code of 1986 ("Code"). This Option shall be
treated for all purposes as a Non-Qualified Stock Option under the Code.
Section 2. Option Period. (a) You shall have the right to purchase all
or any portion of the optioned Common Stock at any time during the period
("Option Period") commencing on the Earliest Exercise Date and ending on the
earliest to occur of the following dates:
(i) the date of your "removal for cause" determined in accordance
with the Company's By-Laws; or
(ii) the last day of the ten-year period commencing on the date on
which the Option was granted.
(b) Upon the termination of your service with the Company, any Option
granted hereunder whose Earliest Exercise Date has not occurred is deemed
forfeited. In the event your service terminates on account of a Change in
Control or your Retirement, Disability or death, the date of your termination
of service shall be the Earliest Exercise Date for any Option that is not
already exercisable.
Section 3. Exercise Price. During the Option Period, and after the
applicable Earliest Exercise Date, you shall have the right to purchase all or
any portion of the optioned Common Stock at the Exercise Price per share.
Section 4. Method of Exercise. You may, at any time during the Option
Period provided by section 2, exercise your right to purchase all or any part
of the optioned Common Stock then available for purchase; provided, however,
that the minimum number of shares of optioned Common Stock which may be
purchased shall be one hundred (100) shares or the total number of shares of
optioned Common Stock then available for purchase, if less. You may exercise
such right by:
(a) giving written notice to the Committee, in the form attached hereto
as Appendix A; and
(b) delivering to the Committee full payment of the Exercise Price for
the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Falmouth Bancorp, Inc., (ii) in shares of Common Stock, already owned by
you, duly endorsed for transfer and with all necessary stock transfer tax
stamps attached, having a fair market value equal to the Exercise Price, such
fair market value to be determined in such manner as may be provided by the
Committee or as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, (iii) by requesting the
Company to cancel, without payment, shares of optioned Common Stock having a
fair market value (determined by the Committee in accordance with provisions of
the immediately preceding subsection (ii)) equal to the Exercise Price of the
Options being exercised, or (iv) in a combination of any of the foregoing
methods.
Section 5. Delivery and Registration of Optioned Shares. As soon as
practicable following the date on which you have satisfied the requirements of
section 4, the Committee shall take such action necessary to cause the Company
to issue a stock certificate evidencing your ownership of the optioned Common
Stock that has been purchased. You shall have no right to vote or to receive
dividends, nor have any other rights with respect to optioned Common Stock,
prior to the date as of which such optioned Common Stock is transferred to you
on the stock transfer records of the Company, and no adjustments shall be made
for any dividends or other rights for which the record date is prior to the
date as of which such transfer is effected. The obligation of the Company to
deliver Common Stock under this Agreement shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the person to whom such Common Stock is to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Common Stock or upon the occurrence of any other event
elimi nating the necessity of such representation. The Company shall not be
required to deliver any Common Stock under this Agreement prior to (a) the
admission of such Common Stock to listing on any stock exchange on which Common
Stock may then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
Section 6. Adjustments in the Event of Reorganization. In the event of
any merger, consolidation, or other business reorganization in which the
Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common
Stock held by each person who is then a shareholder of record, the number of
shares of Common Stock subject to the Option granted hereunder and the Exercise
Price per share of such Option shall be adjusted in accordance with section 8.3
of the Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which the Company is not the
surviving entity, any exercisable Option granted hereunder shall be cancelled
or adjusted in accordance with the Plan. In the event that the Company shall
declare and pay any dividend with respect to shares of Common Stock (other than
a dividend payable in shares of Common Stock) which results in a nontaxable
return of capital to the holders of shares of Common Stock for federal income
tax purposes, or otherwise than by dividend makes distribution of property to
the holders of its shares of Common Stock, at the election of the Committee,
the Company shall either (i) make an equivalent payment to each Person holding
an outstanding Option as of the record date for such dividend or distribution
in accordance with section 8.3 of the Plan or (ii) adjust the Exercise Price
per share of outstanding Options in such a manner as the Committee may
determine to be necessary to reflect the effect of the dividend or
distribution, or (iii) take any other action described in section 8.3(c) of the
Plan.
Section 7. No Right to Continued Service. Nothing in this Agreement nor
any action of the Board or Committee with respect to this Agreement shall be
held or construed to confer upon you any right to a continuation of service by
the Company. You may be dismissed or otherwise dealt with as though this
Agreement had not been entered into.
Section 8. Taxes. Where any person is entitled to receive shares
pursuant to the exercise of the Option granted hereunder, the Company shall
have the right to require such person to pay to the Company the amount of any
tax which the Company is required to withhold with respect to such shares, or,
in lieu thereof, to retain, or to sell without notice, a sufficient number of
shares to cover the amount required to be withheld.
Section 9. Notices. Any communication required or permitted to be given
under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Falmouth Bancorp, Inc.
20 Davis Straits
Falmouth, Massachusetts 02340
Attention: Corporate Secretary
With a copy to:
Thacher Proffitt & Wood
1500 K Street, N.W., Suite 200
Washington, D.C. 20005
Attention: Richard A. Schaberg, Esq.
(b) If to you, to your address as shown in the personnel records
of the Company or Falmouth Co-operative Bank, as applicable.
Section 10. Restrictions on Transfer. The Option granted hereunder
shall not be subject in any manner to anticipation, alienation or assignment,
nor shall such Option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by you other
than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a Beneficiary who may exercise your Options
following your death, complete the attached Appendix B and file it with the
Corporate Secretary of Falmouth Bancorp, Inc.
Section 11. Successors and Assigns. This Agreement shall inure to the
benefit of and shall be binding upon the Company and you and your respective
heirs, successors and assigns.
Section 12. Construction of Language. Whenever appropriate in the
Agreement, words used in the singular may be read in the plural, words used in
the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 13. Governing Law. This Agreement shall be construed,
administered and enforced according to the laws of the Commonwealth of
Massachusetts without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by the federal law.
Section 14. Amendment. This Agreement may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between the Company and you.
Section 15. Plan Provisions Control. This Agreement and the rights and
obligations created hereunder shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control. By signing this Agreement, you
acknowledge receipt of a copy of the Plan.
APPENDIX A TO STOCK OPTION AGREEMENT
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
Notice of Exercise of Stock Option
Use this Notice to inform the Committee administering the 1997 Stock Option
Plan for Outside Directors, Officers and Employees of Falmouth Bancorp, Inc.
("Plan") that you are exercising your right to purchase shares of common stock
("Shares") of Falmouth Bancorp, Inc. (the "Company") pursuant to an option
("Option") granted under the Plan. If you are not the person to whom the Option
was granted ("Option Recipient"), you must attach to this Notice proof of your
right to exercise the Option granted under the Stock Option Agreement entered
into between the Company and the Option Recipient ("Agreement"). This Notice
should be personally delivered or mailed by certified mail, return receipt
requested to: Falmouth Bancorp, Inc., 20 Davis Straits, Falmouth, Massachusetts
02340 Attention: Corporate Secretary. The effective date of the exercise of the
Option shall be the earliest date practicable following the date this Notice is
received by the Company, but in no event more than three days after such date
("Effective Date"). Except as specifically provided to the contrary herein,
capitalized terms shall have the meanings assigned to them under the Plan. This
Notice is subject to all of the terms and conditions of the Plan and the
Agreement.
OPTION INFORMATION Identify below the Option that you are exercising by
providing the following information from the Stock Option
Agreement.
Name of Option Recipient:
--------------------------------------------------
Option Grant Date: Exercise Price per share: $ .
---------------,------- ------ --
(Month and Day) (Year)
EXERCISE PRICE Compute the Exercise Price below and select a method of payment.
Total Exercise Price x $ . = $
--------------- ------------- -- --------------------
(No. of Shares) (Exercise Price) Total Exercise Price
Method of Payment
[ ] I enclose a certified check, money order, or bank
draft payable to the order of Falmouth Bancorp, Inc.
in the amount of $
--------
[ ] I enclose Shares duly endorsed for transfer to the
Company with all stamps attached and having a fair
market value of $
--------
[ ] I hereby request that the Committee cancel the number
of Shares covered by my Stock Option Agreement with
the Company having a fair market value of $
--------
Total Exercise Price $
--------
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares
purchased pursuant to section 2 above be issued to the following
person(s) in the amount specified below:
Name and Address Social Security No. No of Shares
- -
- -------------------------------------- ------------------- ------------
- --------------------------------------
- -
- -------------------------------------- ------------------- ------------
- --------------------------------------
- -------------------------------------------------------------------------------
WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified Stock
Options only. Beneficiaries and Outside Directors should
not complete.
I understand that I am responsible for the amount of federal, state and
local taxes required to be withheld with respect to the Shares to be
issued to me pursuant to this Notice, but that I may request the Company
to retain or sell a sufficient number of such Shares to cover the amount
to be withheld. I hereby request that any taxes required to be withheld
be paid in the following manner [check one]:
[ ] With a certified or bank check that I will deliver to the
Committee on the day after the Effective Date of my Option
exercise.
[ ] With the proceeds from a sale of Shares that would otherwise
be distributed to me.
[ ] Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the Committee will decide the
amount to be withheld and the method of withholding and advise me of its
decision prior to the Effective Date. I further understand that the
Committee may request additional information or assurances regarding the
manner and time at which I will report the income attributable to the
distribution to be made to me.
I further understand that if I have elected to have Shares sold to
satisfy tax withholding, I may be asked to pay a minimal amount of such
taxes in cash in order to avoid the sale of more Shares than are
necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
SIGN HERE
I understand that I must rely on, and consult with, my own tax and legal
counsel (and not the Company) regarding the application of all laws --
particularly tax and securities laws -- to the transactions to be
effected pursuant to my Option and this Notice. I understand that I will
be responsible for paying any federal, state and local taxes that may
become due upon the sale (including a sale pursuant to a "cashless
exercise") or other disposition of Shares issued pursuant to this Notice
and that I must consult with my own tax advisor regarding how and when
such income will be reportable.
---------------------------------------------- ----------------------
Signature Date
-------------------------------------------------------------------------
Address
- -------------------------------------------------------------------------------
- ------------------------------ Internal Use Only ------------------------------
Corporate Secretary
Received [check one]: [ ] By Hand [ ] By Mail Post Marked
-------------------------
Date of Post Mark
By
------------------------------------------------ -------------------------
Authorized Signature Date of Receipt
- -------------------------------------------------------------------------------
APPENDIX B TO STOCK OPTION AGREEMENT
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
Beneficiary Designation Form
GENERAL INFORMATION Use this form to designate the Beneficiary(ies) who
may exercise Options outstanding to you at the time of
your death.
Name of Person Social
Making Designation Security Number - -
--------------------------- ----------------
BENEFICIARY DESIGNATION Complete sections A and B. If no percentage shares
are specified, each Beneficiary in the same class
(primary or contingent) shall have an equal share.
If any designated Beneficiary predeceases you, the
shares of each remaining Beneficiary in the same
class (primary or contingent) shall be increased
proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving
the right to change or revoke this designation
at any time prior to my death:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C> <C>
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
Total = 100%
</TABLE>
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s)
as my contingent Beneficiary(ies) under the
Plan to receive benefits only if all of my
primary Beneficiaries should predecease me,
reserving the right to change or revoke this
designation at any time prior to my death as
to all outstanding Options:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C> <C>
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
Total = 100%
</TABLE>
SIGN HERE
I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Falmouth
Bancorp, Inc. prior to my death, and that it is subject to all of the
terms and conditions of the Plan. I also understand that an effective
Beneficiary designation revokes my prior designation(s) with respect to
all outstanding Options.
---------------------------------------------- ----------------------
Your Signature Date
- -------------------------------------------------------------------------------
- ------------------------------ Internal Use Only ------------------------------
- -------------------------------------------------------------------------------
This Beneficiary Designation was received by Comments
the Corporate Secretary of Falmouth Bancorp,
Inc. on the date indicated.
By
-------------------------------- ----------
Authorized Signature Date
- -------------------------------------------------------------------------------
EXHIBIT 4.5
Officers and Employees
----------------------
1997 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES OF FALMOUTH BANCORP, INC.
RESTRICTED STOCK AWARD NOTICE
-----------------------------
__________________________________________________ ______-____-________
Name of Award Recipient Social Security Number
______________________________________________________________________________
Street Address
_____________________________ ______________ ____________
City State ZIP Code
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the 1997
Recognition and Retention Plan for Outside Directors, Officers and Employees
of Falmouth Bancorp, Inc. Set forth below are the specific terms and
conditions applicable to this Restricted Stock Award. Attached as Exhibit A
are its general terms and conditions.
- -------------------------------------------------------------------------------
Restricted Stock Award (A) (B) (C) (D) (E)
- -------------------------------------------------------------------------------
Effective Date
Class of Shares* Common Common Common Common Common
No. of Awarded Shares*
Vesting Date*
* Subject to adjustment as provided in the Plan and the General Terms
and Conditions.
By signing where indicated below, Falmouth Bancorp, Inc. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions,
and the Award Recipient acknowledges receipt of this Restricted Stock Award
Notice, including Exhibit A, and agrees to observe and be bound by the terms
and conditions set forth herein.
FALMOUTH BANCORP, INC. AWARD RECIPIENT
BY ___________________________ _______________________________________
NAME: Santo P. Pasqualucci
TITLE: President and Chief Executive Officer
Instructions: This page should be completed by or on behalf of the
Compensation Committee. Any blank space intentionally left blank should be
crossed out. A Restricted Stock Award consists of a number of Awarded
Shares with uniform terms and conditions. Where Awarded Shares are awarded
on the same date with varying terms and conditions (for example, varying
vesting dates), the awards should be recorded as a series of grants each
with its own uniform terms and conditions.
1997 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND
EMPLOYEES OF FALMOUTH BANCORP, INC.
RESTRICTED STOCK AWARD
----------------------
General Terms and Conditions
Section 1. Ownership of Shares. The shares of Common Stock, par
value $.01 per share, of Falmouth Bancorp, Inc. ("Shares") covered by this
Award ("Awarded Shares") are held in trust by Directors Gardner Lewis, John
J. Lynch, Jr. and Armand Ortins (collectively, the "Trustee") the Trustee
of the Plan, for your benefit until such time as they are distributed to you
or, if earlier, until you forfeit your rights to the Awarded Shares.
Section 2. Vesting. In general, the Awarded Shares shall become
vested and available for distribution to you at the dates set forth in the
Restricted Stock Award Notice. In the event that your service with the
Company terminates on account of a Change in Control or your Retirement,
Disability or death, then any Awarded Shares not theretofore forfeited shall
become immediately vested.
Section 3. Forfeitures. In the event that your service with the
Company terminates before all of the Awarded Shares become vested, any
Awarded Shares that have not yet become vested pursuant to section 2 of this
Award Notice shall be forfeited. Following such a forfeiture, you will have
no rights whatsoever with respect to the Awarded Shares forfeited.
Section 4. Dividends. Any cash dividends or distributions declared
and paid with respect to Awarded Shares shall be promptly paid to you. Any
stock dividends or distributions declared and paid with respect to Awarded
Shares not forfeited shall be allocated to you and shall be held in the
Trust Fund subject to such restrictions and shall become vested under the
same terms and conditions as the Awarded Shares to which they pertain.
Section 5. Voting Rights. You shall have the exclusive right to
direct the manner in which all voting rights appurtenant to Awarded Shares
not forfeited will be exercised while such Awarded Shares are held in the
Trust Fund. Such a direction shall be given by completing and filing a
written direction, in the form and manner prescribed by the Board of
Directors, with such person as the Board of Directors shall designate, prior
to the date of the meeting of holders of Shares at which such voting rights
will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable
following the date any Awarded Shares become vested pursuant to the Award
Notice, the Company will issue to you, or your Beneficiary entitled to such
Awarded Shares, a stock certificate evidencing ownership of the Shares. Any
additional Shares attributable to stock dividends paid with respect to the
Awarded Shares then being distributed pursuant to this section 6 shall also
be distributed and shall be evidenced by such stock certificate.
Section 7. Registration of Shares. The Company's obligation to
deliver Shares pursuant to this Award Notice shall, if the Board of
Directors so requests, be conditioned upon the receipt of a representation
as to the investment intention of you or your Beneficiary to whom such
Shares are to be delivered, in such form as the Board of Directors shall
determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Shares or
upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Shares
under the Plan prior to (a) the admission of such Shares to listing on any
stock exchange on which Shares may then be listed, or (b) the completion of
such registration or other qualification under any state or federal law,
rule or regulation as the Board of Directors shall determine to be necessary
or advisable.
Section 8. No Right to Continued Service. Nothing in this Award
Notice nor any action of the Board of Directors with respect to this Award
Notice shall be held or construed to confer upon you any right to a
continuation of service with the Company or any of its affiliates which
retain you. You may be dismissed or otherwise dealt with to the same extent
as though this Award had not been made.
Section 9. Taxes. The Company, the Board of Directors or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of
Awarded Shares to cover the amount required to be withheld.
Section 10. Notices. Any communication required or permitted to be
given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is personally delivered or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed
below, or at such other address as one such party may by written notice
specify to the other:
(a) If to the Company:
Falmouth Bancorp, Inc.
20 Davis Straits
Falmouth, Massachusetts 02340
Attention: Corporate Secretary
With a copy to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1500 K Street N.W., Suite 200
Washington, D.C. 20005
(b) If to you, to your address as shown in the personnel records of
the Company or Falmouth Co-operations Bank, as applicable.
Section 11. No Assignment. The Awarded Shares shall not be
transferable by you other than by will or by the laws of descent and
distribution, and the Awarded Shares shall be distributable only to you
during your lifetime. To name a Beneficiary who may receive a distribution
of any shares of Common Stock available for distribution after your death,
complete the attached Appendix A and file it with the Corporate Secretary of
Falmouth Bancorp., Inc.
Section 12. Successors and Assigns. This Award Notice shall inure to
the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in this
Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the
neuter. Any reference to a section shall be a reference to a section of
this Award Notice, unless the context clearly indicates otherwise.
Capitalized terms not specifically defined herein shall have the meanings
assigned to them under the Plan.
Section 14. Governing Law. This Award Notice shall be construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts
without giving effect to the conflict of laws principles thereof, except to
the extent that such laws are preempted by the federal laws of the United
States of America.
Section 15. Amendment. This Award Notice may be amended, in whole or
in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between you and the
Company.
Section 16. Plan Provisions Control. This Award Notice, and the
rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms of
the Plan, which are incorporated herein by reference, shall control. By
signing this Award Notice, you acknowledge receipt of a copy of the Plan.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
1997 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES OF FALMOUTH BANCORP, INC.
Beneficiary Designation Form
- ----------------------------------------------------------------------------
- ---
GENERAL
INFORMATION Use this form to designate the Beneficiary(ies) who will
receive Awarded Shares available for distribution at the time of your death.
Name of
Award Recipient ______________________ Social Security Number _____-___-______
BENEFICIARY DESIGNATION
Complete sections A and B. If no percentage shares are specified, each
Beneficiary in the same class (primary or contingent) shall have an equal
share. If any designated Beneficiary predeceases you, the shares of each
remaining Beneficiary in the same class (primary or contingent) shall be
increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke
this designation at any time prior to my death:
Name Address Relationship Birthdate Share
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________ Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s)
as my contingent Beneficiary(ies) under the Plan to receive benefits only
if all of my primary Beneficiaries should predecease me, reserving the
right to change or revoke this designation at any time prior to my death as
to all outstanding Options:
Name Address Relationship Birthdate Share
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________ Total = 100%
SIGN HERE
I understand that this Beneficiary Designation shall be effective
only if properly completed and received by the Corporate Secretary of
Falmouth Bancorp, Inc. prior to my death, and that it is subject to
all of the terms and conditions of the Plan. I also understand that
an effective Beneficiary designation revokes my prior designation(s)
with respect to all outstanding Options.
_______________________________________ __________________
Your Signature Date
- -------------------------------------------------------------------------------
Internal Use Only
- -------------------------------------------------------------------------------
This Beneficiary Designation was received Comments
by the Corporate Secretary of Falmouth
Bancorp, Inc. on the date indicated.
By ________________________ ________
Authorized Signature Date
- -------------------------------------------------------------------------------
EXHIBIT 4.6
OUTSIDE DIRECTORS
1997 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
RESTRICTED STOCK AWARD NOTICE
- -
- ------------------------------------------------- ------------------------
Name of Award Recipient Social Security Number
- -------------------------------------------------------------------------------
Street Address
- ------------------------ ------------------------- --------------------------
City State ZIP Code
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the 1997
Recognition and Retention Plan for Outside Directors, Officers and Employees of
Falmouth Bancorp, Inc. Set forth below are the specific terms and conditions
applicable to this Restricted Stock Award. Attached as Exhibit A are its
general terms and conditions.
<TABLE>
<CAPTION>
===============================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
===============================================================================
<S> <C> <C> <C> <C> <C>
Effective Date
Class of Shares* Common Common Common Common Common
No. of Awarded Shares*
Vesting Date*
===============================================================================
<FN>
<F*> Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
</FN>
</TABLE>
By signing where indicated below, Falmouth Bancorp, Inc. (the "Company") grants
this Restricted Stock Award upon the specified terms and conditions, and the
Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
FALMOUTH BANCORP, INC. AWARD RECIPIENT
By
-------------------------------------------- ----------------------------
Name: Santo P. Pasqualucci Name of Recipient
Title: President and Chief Executive Officer
Instructions: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of a number of Awarded Shares with uniform
terms and conditions. Where Awarded Shares are awarded on the same date with
varying terms and conditions (for example, varying vesting dates), the Awards
should be recorded as a series of grants each with its own uniform terms and
conditions.
EXHIBIT A
1997 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
RESTRICTED STOCK AWARD
General Terms and Conditions
Section 1. Ownership of Shares. The shares of Common Stock, par value
$.01 per share, of Falmouth Bancorp, Inc. ("Shares") covered by this Award
("Awarded Shares") are held in trust by Directors Gardner Lewis, John J. Lynch,
Jr. and Armand Ortins (collectively, the "Trustee") the Trustee of the Plan,
for your benefit until such time as they are distributed to you or, if earlier,
until you forfeit your rights to the Awarded Shares.
Section 2. Vesting. In general, the Awarded Shares shall become vested
and available for distribution to you at the dates set forth in the Restricted
Stock Award Notice. In the event that your service with the Company terminates
on account of a Change in Control or your Retirement, Disability or death, then
any Awarded Shares not theretofore forfeited shall become immediately vested.
Section 3. Forfeitures. In the event that your service with the Company
terminates before all of the Awarded Shares become vested, any Awarded Shares
that have not yet become vested pursuant to section 2 of this Award Notice
shall be forfeited. Following such a forfeiture, you will have no rights
whatsoever with respect to the Awarded Shares forfeited.
Section 4. Dividends. Any cash dividends or distributions declared and
paid with respect to Awarded Shares shall be promptly paid to you. Any stock
dividends or distributions declared and paid with respect to Awarded Shares not
forfeited shall be allocated to you and shall be held in the Trust Fund subject
to such restrictions and shall become vested under the same terms and
conditions as the Awarded Shares to which they pertain.
Section 5. Voting Rights. You shall have the exclusive right to direct
the manner in which all voting rights appurtenant to Awarded Shares not
forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Board of Directors, with
such person as the Board of Directors shall designate, prior to the date of the
meeting of holders of Shares at which such voting rights will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable following
the date any Awarded Shares become vested pursuant to the Award Notice, the
Company will issue to you, or your Beneficiary entitled to such Awarded Shares,
a stock certificate evidencing ownership of the Shares. Any additional Shares
attributable to stock dividends paid with respect to the Awarded Shares then
being distributed pursuant to this section 6 shall also be distributed and
shall be evidenced by such stock certificate.
Section 7. Registration of Shares. The Company's obligation to deliver
Shares pursuant to this Award Notice shall, if the Board of Directors so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Board of Directors shall determine to be
necessary or advisable to comply with the provisions of applicable federal,
state or local law. It may be provided that any such representation shall
become inoperative upon a registration of the Shares or upon the occurrence of
any other event eliminating the necessity of such representation. The Company
shall not be required to deliver any Shares under the Plan prior to (a) the
admission of such Shares to listing on any stock exchange on which Shares may
then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the Board
of Directors shall determine to be necessary or advisable.
Section 8. No Right to Continued Service. Nothing in this Award Notice
nor any action of the Board of Directors with respect to this Award Notice
shall be held or construed to confer upon you any right to a continuation of
service with the Company or any of its affiliates which retain you. You may be
dismissed or otherwise dealt with to the same extent as though this Award had
not been made.
Section 9. Taxes. The Company, the Board of Directors or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Awarded
Shares to cover the amount required to be withheld.
Section 10. Notices. Any communication required or permitted to be given
under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is personally delivered or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Company:
Falmouth Bancorp, Inc.
20 Davis Straits
Falmouth, Massachusetts 02340
Attention: Corporate Secretary
With a copy to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1500 K Street N.W., Suite 200
Washington, D.C. 20005
(b) If to you, to your address as shown in the personnel records
of the Company or Falmouth Co-operations Bank, as applicable.
Section 11. No Assignment. The Awarded Shares shall not be transferable
by you other than by will or by the laws of descent and distribution, and the
Awarded Shares shall be distributable only to you during your lifetime. To name
a Beneficiary who may receive a distribution of any shares of Common Stock
available for distribution after your death, complete the attached Appendix A
and file it with the Corporate Secretary of Falmouth Bancorp., Inc.
Section 12. Successors and Assigns. This Award Notice shall inure to
the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in this
Award Notice, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Award Notice,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 14. Governing Law. This Award Notice shall be construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal laws of the United States of
America.
Section 15. Amendment. This Award Notice may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between you and the Company.
Section 16. Plan Provisions Control. This Award Notice, and the rights
and obligations created hereunder, shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Award Notice, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Award
Notice, you acknowledge receipt of a copy of the Plan.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
1997 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES OF FALMOUTH BANCORP, INC.
Beneficiary Designation Form
GENERAL INFORMATION Use this form to designate the Beneficiary(ies) who
will receive Awarded Shares available for distribution
at the time of your death.
Name of Social
Award Recipient Security Number - -
--------------------------- -----------------
BENEFICIARY DESIGNATION Complete sections A and B. If no percentage shares
are specified, each Beneficiary in the same class
(primary or contingent) shall have an equal share.
If any designated Beneficiary predeceases you, the
shares of each remaining Beneficiary in the same
class (primary or contingent) shall be increased
proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving
the right to change or revoke this designation
at any time prior to my death:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C> <C>
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
Total = 100%
</TABLE>
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s)
as my contingent Beneficiary(ies) under the
Plan to receive benefits only if all of my
primary Beneficiaries should predecease me,
reserving the right to change or revoke this
designation at any time prior to my death
with respect to all outstanding Awarded
Shares:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C> <C>
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
- ------------------------ --------------------------- ---------------------- --------------- -----------%
---------------------------
Total = 100%
</TABLE>
SIGN HERE
I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Falmouth
Bancorp, Inc. prior to my death, and that it is subject to all of the
terms and conditions of the Plan. I also understand that an effective
Beneficiary designation revokes my prior designation(s) with respect to
all outstanding Awarded Shares.
------------------------------------------------ --------------------
Your Signature Date
- -------------------------------------------------------------------------------
- ------------------------------ Internal Use Only ------------------------------
- -------------------------------------------------------------------------------
This Beneficiary Designation was received by Comments
the Corporate Secretary of Falmouth Bancorp,
Inc. on the date indicated.
By
-------------------------------- ----------
Authorized Signature Date
- -------------------------------------------------------------------------------
Exhibit 5.1
[FORM OPINION LETTER]
January 23, 1998
Falmouth Bancorp, Inc.
20 Davis Straits
Falmouth, Massachusetts 02540
Re: 1997 Stock Option and Recognition and Retention Plans
Dear Sirs:
We have acted as counsel for Falmouth Bancorp, Inc., a Delaware
corporation (the "Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 203,665 shares of its common stock,
par value $.01 per share (the "Shares"), of which 145,475 shares are authorized
but unissued shares which have been reserved for issuance ("Original Issue
Shares") upon the exercise of options granted pursuant to the 1997 Stock Option
Plan for Outside Directors, Officers and Employees of Falmouth Bancorp, Inc.
(the "Plan"). In rendering the opinion set forth below, we do not express any
opinion concerning law other than the federal law of the United States and
the corporate law of the State of Delaware.
We have examined originals or copies, certified or otherwise identified,
of such documents, corporate records and other instruments as we have deemed
necessary or advisable for purposes of this opinion. As to matters of fact, we
have examined and relied upon the Plan described above and, where we have
deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Falmouth Bancorp, Inc.
January 23, 1998
Page 2
Based on the foregoing, we are of the opinion that the Original Issue
Shares that are being registered pursuant to the Registration Statement have
been duly authorized and, when issued and paid for in accordance with the terms
of the Plan, such Original Issue Shares will be validly issued, fully paid and
non-assessable.
In rendering the opinion set forth above, we have not passed upon and do
not purport to pass upon the application of "doing business" or securities or
"blue-sky" laws of any jurisdiction (except federal securities laws).
This opinion is given solely for the benefit of the Corporation and
purchasers of Shares under the Plan, and no other person or entity is entitled
to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
by:
Richard A. Schaberg
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference herein of our report
dated October 16, 1997, relating to the balance sheets of Falmouth Co-
operative Bank as of September 30, 1997 and 1996 and the related statements
of income, changes in stockholders' equity and cash flows for the years then
ended, included in the Registration Statement on Form S-8 dated as of
January 23, 1998.
SHATSWELL, MacLEOD & COMPANY, P.C.
West Peabody, Massachusetts
January 23, 1998
