EXHIBIT 10.2
AMENDMENTS TO STOCK OPTION PLAN
1997 STOCK OPTION PLAN FOR
OUTSIDE DIRECTORS, OFFICERS
AND EMPLOYEES OF
FALMOUTH BANCORP, INC.
(Adopted on November 19, 1996
Effective as of January 21, 1997)
AMENDMENT
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1. Article III - Effective as of December 13, 1997, the second sentence
of section 3.1 shall be amended and restated in its entirety to read as
follows:
A maximum aggregate of 101,815 Shares shall be granted to Eligible
Employees and a maximum aggregate of 43,666 Shares shall be granted
to Eligible Directors.
2. Article V - Effective as of December 13, 1997, the first sentence in
section 5.1(a) shall be amended by replacing the period at the end thereof
with a semicolon and adding the following clause immediately thereafter to
read as follows:
provided, however, that, notwithstanding the restrictions in the
immediately preceding clause, effective as of December 13, 1997, an
additional Option to purchase 666 Shares shall be granted to the
Chairman of the Board on December 13, 1997.
EXHIBIT 10.2
AMENDMENTS TO STOCK OPTION PLAN
Amendment Number Two
to the
1997 Stock Option Plan for Outside Directors,
Officers and Employees of Falmouth Co-operative Bank
FIRST CHANGE
The second sentence of Section 3.1 is deleted in its entirety and the
following sentence is substituted in its place:
"An aggregate maximum of 48,032 Shares may be granted to Eligible
Directors."
SECOND CHANGE
The following sentence is added to the end of Section 5.1:
"Thereafter, the Board may in its discretion grant to an Eligible
Director an Option to purchase a number of Shares determined by it,
subject to the any limitations imposed by the Plan or applicable
law."
THIRD AND FINAL CHANGE
The following sentence is added to the end of Section 5.3:
"Notwithstanding the foregoing and subject to the limitations of
applicable law, each Option granted to an Eligible Director under the
Plan after the Effective Date shall become exercisable at the times
and upon the conditions specified by the Board in the Option
agreement; provided, however, that an Option shall become fully
exercisable on the date of the Option holder's death, Disability or
Change in Control if he is then an Eligible Director."
The Plan as previously adopted is hereby ratified and confirmed in
all other respects.
