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Registration No. 333-_____
Filed June 10, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
Poughkeepsie Financial Corp.
(Exact Name of Registrant as specified in its Articles of Incorporation)
Delaware 16-1518711
(State of incorporation) (IRS Employer Identification No.)
249 Main Mall
Poughkeepsie, New York 12601
(Address of principal executive offices, including zip code)
1985 Stock Option Plan, as amended,
1993 Directors' Stock Option Plan
and
1993 Stock Incentive Plan, as amended
(Full Title of the Plans)
Joseph B. Tockarshewsky Copies to:
President and Chief Executive Officer Hugh T. Wilkinson, Esq.
Poughkeepsie Financial Corp. Patricia J. Wohl, Esq.
249 Main Mall Elias, Matz, Tiernan & Herrick L.L.P.
Poughkeepsie, New York 12601 734 15th Street, N.W.
(914) 431-6200 Washington, D.C. 20005
(Name, address and telephone number of (202) 347-0300
agent for service)
Page 1 of 45 pages
Index to Exhibits is located on page six.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 1,275,994 $3.76(3) $4,797,737.44(3) $1,453.86
Common Stock,
par value
$.01 212,700 $6.56(4) $1,395,312.00(4) 422.82
--------- ------------ --------
Total 1,488,694(2) $6,193,049.44 $1,876.68
========= ============ ========
- -------------------------------------------------------------------------------
</TABLE>
(1) Represents shares of the common stock, $.01 par value per share ("Common
Stock"), of Poughkeepsie Financial Corp. (the "Company" or "Registrant"),
reserved for issuance pursuant to the Poughkeepsie Savings Bank, FSB (the
"Bank") 1985 Stock Option Plan, as amended, the 1993 Directors' Stock
Option Plan and the 1993 Stock Incentive Plan, as amended (collectively,
the "Plans").
(2) Represents shares currently reserved for issuance pursuant to the Plans.
(3) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average exercise
price for options to purchase 1,275,994 shares of Common Stock which have
been granted under the Plans as of the date hereof but not yet exercised.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for 212,700 shares for which
stock options have not been granted under the Plans is equal to the average
of the high and low prices of the Common Stock of the Company on June 4,
1997 on the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
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PART I*
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- -------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Bank's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997.
(c) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the end of the period covered by the Form 10-Q referred to in
clause (b) above.
(d) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-B filed with the Commission
on May 23, 1997.
(e) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.
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Any statement contained in this Registration Statement, 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under Section
12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Registrant's Bylaws provides as follows:
Article VI. INDEMNIFICATION, ETC. OF DIRECTORS,
OFFICERS AND EMPLOYEES.
6.1 Indemnification. The Corporation shall 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, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or employee of the Corporation or any predecessor of the Corporation, or
is or was serving at the request of the Corporation or any predecessor of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the fullest extent authorized by Section
145(a)-(d) of the General Corporation Law of the State of Delaware, provided
that the Corporation shall not be liable for any amounts which may be due to any
person in connection with a settlement of any action, suit or proceeding
effected without its prior written consent or any action, suit or proceeding
initiated by any person seeking indemnification hereunder without its prior
written consent.
6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by
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or on behalf of such person to repay such amount if it shall ultimately be
determined that the person is not entitled to be indemnified by the Corporation.
6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or 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 under the provisions of its
Certificate of Incorporation or this Article VI.
6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
Under Section 145(a)-(d) of the Delaware General Corporation Law as
currently in effect, other than in actions brought by or in the right of the
Company, such indemnification would apply if it was determined in the specific
case that the proposed indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal proceeding, if he or she had no reasonable
cause to believe that his or her conduct was unlawful. In actions brought by or
in the right of the Company, such indemnification would probably be limited to
reasonable expenses (including attorneys' fees), and would apply if it were
determined in the specific case that the proposed indemnitee acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company, except that no indemnification may be made with
respect to any claim, issue or matter as to which such person is adjudged liable
to the Company unless, and only to the extent that, the Delaware Court of
Chancery or the court in which that action was brought determines upon
application that, in view of all the circumstances of the case, the proposed
indemnitee is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper. To the extent that any director, officer, employee or
agent of the Company has been
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successful on the merits or otherwise in defense of any proceeding, he or she
must be indemnified against reasonable expenses incurred by him or her in
connection therewith.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
No. Exhibit
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
10.1 Poughkeepsie Savings Bank, FSB 1985 Stock Option Plan, as amended
10.2 Poughkeepsie Savings Bank, FSB 1993 Directors' Stock Option Plan
10.3 Poughkeepsie Savings Bank, FSB 1993 Stock Incentive Plan, as
amended
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent
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post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement, and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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 Poughkeepsie, New York, on this 27th day of May 1997.
POUGHKEEPSIE FINANCIAL CORP.
By:/s/ Joseph B. Tockarshewsky
---------------------------------
Joseph B. Tockarshewsky, Chairman
of the Board, 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. Each person whose signature appears
below hereby makes, constitutes and appoints Joseph B. Tockarshewsky his or her
true and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
/s/ Joseph B. Tockarshewsky May 27, 1997
- ---------------------------
Joseph B. Tockarshewsky
Chairman of the Board, President and
Chief Executive Officer
/s/ Robert J. Hughes May 27, 1997
- --------------------
Robert J. Hughes
Director, Executive Vice President and
Chief Financial Officer
/s/ Noel deCordova, Jr. May 27, 1997
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Noel deCordova, Jr.
Director
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/s/ Burton Gold May 27, 1997
- ---------------
Burton Gold
Director
/s/ Jeh V. Johnson May 27, 1997
- ------------------
Jeh V. Johnson
Director
/s/ Henry C. Meagher May 27, 1997
- --------------------
Henry C. Meagher
Director
/s/ Robert M. Perkins May 27, 1997
- ---------------------
Robert M. Perkins
Director
/s/ Elizabeth K. Shequine May 27, 1997
- -------------------------
Elizabeth K. Shequine
Director
/s/ James V. Tomai, Jr. May 27, 1997
- -----------------------
James V. Tomai, Jr.
Director
9
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Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
<PAGE>
[LETTERHEAD OF ELIAS, MATZ, TIERNAN & HERRICK, L.L.P.]
June 6, 1997
Board of Directors
Poughkeepsie Financial Corp.
249 Main Mall
Poughkeepsie, New York 12601
Re: Registration Statement on Form S-8
1,488,694 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Poughkeepsie Financial Corp., a Delaware
corporation (the "Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement"), relating to the registration of up to 1,488,694
shares of common stock, par value $.01 per share ("Common Stock"), to be
issued pursuant to the 1985 Stock Option Plan, as amended, the 1993
Directors' Stock Option Plan, and the 1993 Stock Incentive Plan, as amended
(collectively, the "Plans") of Poughkeepsie Savings Bank, FSB upon the
exercise of stock options and/or appreciation rights (referred to as "Option
Rights"). We have been requested by the Corporation to furnish an opinion to
be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement, the
Certificate of Incorporation and Bylaws of the Corporation, the Plans, a
specimen stock certificate evidencing the Common Stock of the Corporation and
such other corporate records and documents as we have deemed appropriate. We
are relying upon the originals, or copies certified or otherwise identified
to our satisfaction, of the corporate records of the Corporation and such
other instruments, certificates and representations of public officials,
officers and representatives of the Corporation as we have deemed relevant as
a basis for this opinion. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformance in all respects of copies to
originals. Furthermore, we have made such factual inquiries and reviewed such
laws as we determined to be relevant for this opinion.
<PAGE>
Board of Directors
June 6, 1997
Page 2
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms of the Plans
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable will have been complied with
to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock
to be issued pursuant to the Plans, when issued and sold pursuant to the Plans
and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Hugh T. Wilkinson
-----------------------------------
Hugh T. Wilkinson, a Partner
<PAGE>
Exhibit 10.1
Poughkeepsie Savings Bank, FSB
1985 Stock Option Plan, as amended
<PAGE>
POUGHKEEPSIE SAVINGS BANK, F.S.B.
1985 STOCK OPTION PLAN
Effective October 9, 1985
1. PURPOSE:
This Stock Option Plan (the "Plan") is intended as an employment incentive and
to encourage capital accumulation and stock ownership by certain key employees
and directors of Poughkeepsie Savings Bank, F.S.B. (the "Bank") and of its
Subsidiaries (as hereinafter defined) in order to increase their proprietary
interest in the Bank's success.
2. ADMINISTRATION:
The Plan shall be administered by the Board of Directors (the "Board"). The
Board may establish a Stock Option Committee (the "Committee") which may make
recommendations and provide such other services to the Board as the Board shall
designate, and may, as directed by the Board, carry out the Board's decisions
with respect to the Plan, but shall not independently implement any decision
with respect to the Plan or the administration thereof. The Committee shall
consist of not less than three members of the Board of Directors (the "Board")
who are not officers or employees of the Bank or of a Subsidiary of the Bank,
and who are not, and were not within one year prior to their appointment or
election to the Committee, eligible to participate in the Plan or any other
stock plan of the Bank or of one of its Subsidiaries. No member of the
Committee shall be entitled to participate in the Plan. An award of
nondiscretionary options to a director under Paragraph 8 hereof shall be deemed
not to constitute participation in the Plan.
Each interpretation and construction by the Board of any provisions of the Plan,
or any stock option agreements entered into under it, shall be final and
conclusive. No member of the Board shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Bank's Federal
Stock Charter, and under any directors' and officers' liability insurance
coverage which may be in affect from time to time.
3. ELIGIBILITY:
The individuals who shall be eligible to participate in the Plan shall be such
key employees of the Bank or of a Subsidiary (as
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herein defined) as may from time to time be designated by the Board
(including officers and directors who are employees), except as provided in
Paragraph 8 below with respect to nondiscretionary options. For purposes of
the Plan, a "Subsidiary" means any corporation (other than the Bank) in an
unbroken chain of corporations beginning with the Bank if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
4. AWARD OF OPTIONS:
Options shall be granted under the Plan at such times and for such number of
shares as the Board of Directors shall designate. Options granted under the
Plan may be (i) options which are intended to qualify under particular
provisions of the Internal Revenue Code ("Code"), as in effect from time to
time, (ii) options which are not intended so to qualify under the Code, or (iii)
a combination of the foregoing.
The aggregate fair market value (determined as of the time any option under the
Plan is granted) of the shares for which any optionee may be granted options
designated in the option agreement as "incentive stock options" under the Plan
and any other stock option plans of the Bank or any subsidiary or parent
corporation shall not exceed in the aggregate $100,000 plus any "unused limit
carryover" to such year as provided in Section 422A of the Internal Revenue
Code.
5. AWARD OF STOCK APPRECIATION RIGHTS AND OTHER CASH PAYMENTS:
The Board at any time and from time to time may authorize the granting of stock
appreciation rights to an optionee who has been granted options under the Plan.
Each stock appreciation right shall relate to a specific option granted under
the Plan and may be granted concurrently with the option to which it relates or
at any time prior to the exercise, termination or expiration of such option.
The term "stock appreciation right" shall mean the to receive from the Bank,
upon surrender of the option or portion thereof but without payment to the Bank,
a cash amount equal to the fair market value on the exercise date of the total
number of ordinary Shares, or the value (based on Book Value Per Share) on the
exercise date of the total number of Book Value Shares, as the case may be, for
which the stock appreciation right is exercised, less the exercise price which
the optionee would have otherwise been required to pay upon purchase of the
relevant shares. The amount payable by the Bank upon exercise of a stock
appreciation right may be paid in cash, in Ordinary Shares, in Book Value
Shares, or in any combination thereof, as the Board shall determine (regardless
of whether the right is exercised solely with respect to appreciation in
ordinary Shares or in Book Value Shares). No fractional shares shall be issued
under this section and the
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optionee shall instead be entitled to receive a cash adjustment equal to the
same fraction of the fair market value per share (in the case of Ordinary
Shares) or the Book Value Per Stare (in the case of Book Value Shares) as of
the exercise date or the most recent Fiscal Quarter Date, as the case may be.
In addition, the Board may impose in advance of the date of grant a total
prohibition on the exercise of such rights for such period or periods as it,
in its sole discretion, deems to be in the best interest of the Bank. The
shares involved in an option as to which a stock appreciation right is
related shall be used not more than once to calculate the amounts to be
received pursuant to an exercise of such right. The right of an optionee to
exercise an option shall be canceled if and to the extent that shares covered
by such option are used to . calculate amounts received upon exercise of a
related stock appreciation right.
The Board may also at any time and from time to time authorize a cash payment in
connection with the grant or vesting under the Plan of an option which does not
qualify as an incentive stock option under Section 422A of the Code for the
purpose of partially or fully compensating the optionee for any federal and
state income tax incurred in connection with such grant or vesting.
6. STOCK:
The stock subject to the options, stock appreciation rights, and other
provisions of the Plan shall be shares of the Bank's authorized but unissued
Common Stock and shares of Common Stock held as treasury stock. As used in this
Plan, the term "Common Stock" shall mean such shares, which may be either
ordinary Shares or Book Value Shares (as such terms are defined hereinafter).
Subject to adjustment in accordance with the provisions of Paragraph 7(g)
hereof, the total number of shares of Common Stock of the Bank on which options
or stock appreciation rights may be granted under the Plan shall not exceed the
following:
(a) a number of ordinary Shares that equals 10% of the number of shares of
Common Stock issued by the Bank in connection with its conversion to stock form,
or
(b) a number of Book Value Shares that equals 10% of the number of shares of
Common Stock issued by the Bank in connection with its conversion to stock form.
The grant of an option or stock appreciation right relating to ordinary Shares
will reduce proportionately the amount of Book Value Shares, if any, available
for grant under the Plan, and vice versa.
In the event that any outstanding option or stock appreciation right under the
Plan for any reason expires or is terminated prior
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to the end of the period during which options or stock appreciation rights may
be granted, the shares of Common Stock allocable to the unexercised portion of
such option or stock appreciation right may again be subjected to options or
stock appreciation rights under the Plan.
For purposes of calculating the proportionate number of Book Value Shares which
may be subject to a particular option or right granted hereunder, such
proportionate number of Book Value Shares shall be determined on the date the
said option is granted.
For purposes of this Plan and the stock option agreements described hereunder,
the terms "Ordinary Shares" and "Book Value Shares" shall have the following
meanings: "Ordinary Shares" means shares of the Bank's Common Stock for which
there is a generally recognized trading market and which are freely
transferable. The term "Book Value Shares" means shares of the Bank's Common
Stock which shall be authorized for issuance and which shall have the same
voting, dividend and liquidation rights as ordinary Shares, except that they
shall not be transferable except to the Bank and except that they shall be
subject to the repurchase provisions set forth in the stock option agreement.
7. TERMS AND CONDITIONS OF STOCK OPTION AGREEMENTS:
Stock options and stock appreciation rights granted pursuant to the Plan shall
be evidenced by agreements in such form as the Board shall, from time to time,
approve. Stock appreciation rights shall be evidenced by an agreement
supplementing the stock option agreement to which such rights relate. Such
agreements shall comply with and be subject to the following terms and
conditions:
(a) Medium of Payment:
Upon exercise of the option, the option price shall be payable in the sole
discretion of the Board (i) in cash or by certified check, bank draft or money
order payable to the order of the Bank, (ii) by the transfer to the Bank of
Ordinary Shares or Book Value Shares of Common Stock having a value at the time
of exercise of the option equal to the total option price of the shares which re
the subject of such exercise, (iii) by the delivery of a property executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Bank the amount of sale or loan proceeds to pay the exercise
price and, if applicable, any federal, state or local taxes required to be
collected or withheld by the Bank in connection with the exercise of the option,
or (iv) by a combination of such methods of payment."
(b) Number and Kind of Shares:
The agreement shall state the total number of shares and the type of shares to
which it pertains. The agreement shall provide that Book Value Shares shall be
subject to repurchase by the Bank as described in such agreement, and that such
shares shall not be assignable or transferable.
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(c) Option Price:
The option price for Ordinary Shares shall be not less than the fair market
value of such shares on the date such option is granted, as determined by the
Board.
The option price for any Book Value Share shall be not less than the greater
of: (i) fair market value, as determined under paragraph 6, of an Ordinary
Share on the date of the granting of the option, or (ii) the "Book Value Per
Share" on the "Fiscal Quarter Date" coincident with or immediately preceding
the date of the granting of the option. The term "Book Value Per Share" as
of any given date means the common shareholders' equity, as stated in the
consolidated financial statements of the Bank as of the Fiscal Quarter Date
coincident with or immediately preceding such given date, divided by the
number of shares of the Bank's Common Stock outstanding as of such Fiscal
Quarter Date (which calculation shall be made before giving effect to the
sale or repurchase of Book Value Shares on such Fiscal Quarter Date);
provided, however, that the Book Value Per Share, for the purpose of
calculating the repurchase price per share only, may be adjusted to such an
extent as may be determined by the Board as necessary to preserve the benefit
of the arrangement for the participants and the Bank, if in the opinion of
the Board, after consultation with the Bank's independent accountants,
changes in the Bank's accounting policies, acquisitions or other unusual or
extraordinary items have disproportionately and materially affected the
number of shares of the Bank's Common Stock outstanding or the Bank's common
shareholders' equity. The term "Fiscal Quarter Date" means March 31, June
30, September 30 or December 31 of any year or such other dates as the Bank
may, from time to time, elect as the end dates of the fiscal quarters of the
Bank.
(d) Term of Options and Stock Appreciation Rights:
The Board, in its discretion, shall provide a maximum term from the date an
option is granted for expiration of such option and related stock
appreciation right granted under the Plan, provided that a stock appreciation
right shall not be exercisable prior to or later than the time the related
option could be exercised. Such maximum term shall not exceed ten years.
The Board in its discretion may specify events upon the occurrence of which
an option and related stock appreciation right shall terminate prior to
expiration of such maximum term.
(e) Date of Exercise; Vesting:
The Board may, in its discretion, provide that an option or stock
appreciation right is not vested or is not otherwise exercisable in whole or
in part during any period or periods of time specified on or before the date
of grant by the Board. Except as may be so provided, any option or stock
appreciation right may be exercised
5
<PAGE>
in whole at any time or in part from time to time during its term.
(f) Acceleration:
In the case of an option or stock appreciation right not immediately exercisable
in full, the Board may in its discretion accelerate the time at which an option
or stock appreciation right granted hereunder may be exercised or provide for
such acceleration upon the occurrence of specified events.
(g) Adjustments:
The Board may make or provide for such adjustments in the option price and in
the number or kind of shares of Common Stock or other securities covered by
outstanding options or stock appreciation rights as the Board in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of optionees that would otherwise
result from (a) any stock dividend, stock split, combination of shares, issuance
of rights or warrants to purchase stock, recapitalization or other change in the
capital structure of the Bank or (b) any merger, consolidation, separation,
reorganization or partial or complete liquidation, or (c) any other corporate
transaction or event having an effect similar to any of the foregoing. The
Board may also make or provide for such adjustments in the number or kind of
shares of said Common Stock or other securities which may be sold under the Plan
as the Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any event of the type described in clause (a) of the
preceding sentence.
(h) Assignability:
No option or related stock appreciation right shall be assignable or
transferable except by will or by the laws of descent and distribution. During
the lifetime of an optionee, the option or related stock appreciation right
shall be exercisable only by such optionee.
(i) Rights as a Shareholder:
An optionee shall have no rights as a shareholder with respect to shares covered
by the optionee's option or stock appreciation right until the date of the
issuance of the shares to the optionee and only after such shares are fully
paid. No adjustment will be made for dividends or other rights for which the
record date is prior to the date of such issuance.
(j) Other Provisions:
The stock option agreements authorized under this Plan may contain such other
provisions not contrary to the Plan as the Board shall deem advisable. In the
case of options designated under the option
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<PAGE>
agreement as "Incentive Stock Options", the agreement shall in all respects
conform to the requirements of Section 422A of the Internal Revenue Code (or
successor provision) as in effect at the time of execution of such agreement.
8. NONDISCRETIONARY OPTIONS TO CERTAIN DIRECTORS:
There are hereby granted to each person who is, as of the effective date of
conversion of the Bank from mutual to stock form, a director but not an
employee of the Bank, options in the alternative to acquire 5,000 ordinary
Shares of the Bank at the fair market value of such Ordinary Shares as of
such effective date or to acquire 5,000 Book Value Shares of the Bank at the
greater of (i) the fair market value of an Ordinary Share as of such
effective date, or (ii) the Book Value Per Share on the Fiscal Quarter Date
coincident with or immediately preceding such effective date, together with
stock appreciation rights relating thereto, exercisable for a term of ten
years from such date. Each non-employee who, subsequent to such effective
date, shall first become a director of the Bank shall, as of the date of
assuming office, be granted options in the alternative to acquire 5,000
ordinary Shares of the Bank at the fair market value of such Ordinary Shares
as of the date of such assumption of office or to acquire 5,000 Book Value
Shares of the Bank at the greater of (i) the fair market value of an Ordinary
Share as of the date of such assumption of office, or (ii) the Book Value Per
Share on the Fiscal Quarter Date coincident with or immediately preceding the
date of such assumption of office, together with stock appreciation rights
relating thereto, exercisable for a term of ten years from the date of such
assumption. All options granted under this paragraph shall be in the form
of, and subject to the terms and conditions of, the form of agreement
appended hereto as Exhibit 4, notwithstanding any other provision hereof and
all stock appreciation rights shall be in the form of, and subject to the
terms and conditions of, the form of notice appended hereto as Exhibit 6,
notwithstanding any other provision hereof.
9. CANCELLATION AND REGRANT OF OPTIONS:
The Board may, with the concurrence of the affected optionee, cancel any option
granted under the Plan other than pursuant to Paragraph 8. In the event of such
cancellation, the Board may authorize the granting of new options (which may or
may not cover the same number of shares which had been the subject of any prior
option) in such manner, at such option price, and subject to the same terms,
conditions, and discretions as, under the Plan, would have been applicable had
the canceled options not been granted.
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10. AMENDMENTS:
The Board may from time to time alter, amend, suspend, or discontinue the
Plan or alter or amend any and all option agreements granted thereunder other
than pursuant to Paragraph 8; provided, however, that no such action of the
Board may, without the approval of the shareholders, alter the provisions of
the Plan so as to (a) increase the maximum number of shares as to which
options or stock appreciation rights may be granted under this Plan, (b)
change the class of employees eligible to receive options or stock
appreciation rights under this Plan, (c) decrease the minimum option price,
(d) extend beyond ten years the maximum terms of options or related stock
appreciation rights or (e) materially increase benefits to optionees in a
manner so as to render inapplicable to the Plan the exemptions provided by
Rule 16b-3 of the Securities and Exchange Commission or any successor rule to
the same effect.
8
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Exhibit 10.2
Poughkeepsie Savings Bank, FSB
1993 Directors' Stock Option Plan
<PAGE>
POUGHKEEPSIE SAVINGS BANK, F.S.B.
1993 DIRECTORS' STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Poughkeepsie Savings Bank, FSB (the "Savings Bank") hereby establishes
this 1993 Directors' Stock Option Plan (the "Plan") upon the terms and
conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability of
the Savings Bank by providing non-employee directors with a proprietary
interest in the Savings Bank through non-discretionary grants of
non-qualified stock options (an "Option" or "Options") to purchase shares of
the Savings Bank's common stock, par value $0.01 per share (the "Common
Stock").
ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 Administration. This Plan shall be administered by the entire Board
of Directors of the Savings Bank (the "Board"). The Board shall have the
power, subject to and within the limits of the express provisions of this
Plan, to exercise such powers and to perform such acts as are deemed
necessary or expedient to promote the best interests of the Savings Bank with
respect to this Plan.
3.02 Compliance with Law and Regulations. All Options granted hereunder
shall be subject to all applicable Federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as
may be required for any reason whatsoever. The Savings Bank shall not be
required to issue or deliver any certificates for shares of Common Stock
prior to the completion of any registration or qualification of or obtaining
of consents or approvals with respect to such shares under any Federal or
state law or any rule or regulation of any government body, which the Savings
Bank shall, in its sole discretion, determine to be necessary or advisable.
Moreover, no Option may be exercised if such exercise or issuance would be
contrary to applicable laws and regulations.
3.03 Restrictions on Transfer. The Savings Bank may place a legend upon
any certificate representing shares acquired pursuant to an Option granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
<PAGE>
ARTICLE IV
ELIGIBILITY
Options shall be granted pursuant to the terms hereof to each director of
the Savings Bank who is not an employee of the Savings Bank or any subsidiary
of the Savings Bank ("non-employee director"). No honorary directors,
advisory directors or directors emeritus shall be entitled to receive Options
hereunder.
ARTICLE V
COMMON STOCK COVERED BY THE PLAN
5.01 Option Shares. The aggregate number of shares of Common Stock of
the Savings Bank which may be issued pursuant to this Plan, subject to
adjustment as provided in Article VIII, shall be an amount equal to 3.0% of
the number of shares of Common Stock issued by the Savings Bank in its
anticipated rights offering, which is expected to be undertaken by the
Savings Bank within six months of the adoption of this Plan ("Stock
Offering").
5.02 Source of Shares. The shares of Common Stock issued under this Plan
may be authorized but unissued shares, treasury shares or shares purchased by
the Savings Bank on the open market or from private sources for use under the
Plan.
ARTICLE VI
OPTION GRANTS
6.01 Initial Grants. Each non-employee director of the Savings Bank as
of the date of the closing of the sale of Common Stock in connection with the
Savings Bank's proposed Stock Offering shall be granted an Option to purchase
25,000 shares of Common Stock effective at such time and with a per share
exercise price equal to the actual purchase price of a share of Common Stock
in the Stock Offering.
6.02 Subsequent Grants. Each person who becomes a member of the Board
of Directors of the Savings Bank subsequent to the closing of the Stock
Offering and who is not an employee of the Savings Bank shall receive an
Option to purchase 25,000 shares of Common Stock, or such lesser number as
may then be available for grant under this Plan, at the per share exercise
price set forth in Section 7.02 hereof.
ARTICLE VII
OPTION TERMS
Each Option granted hereunder shall be on the following terms and
conditions:
7.01 Option Agreement. The Savings Bank and each optionee shall execute
an Option Agreement which shall set forth the total number of shares of
Common Stock to which it pertains, the exercise price and such other terms,
conditions and provisions as are appropriate,
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provided that they are not inconsistent with the terms, conditions and
provisions of this Plan. Each optionee shall receive a copy of his executed
Option Agreement.
7.02 Option Exercise Price.
(a) Initial Grants. The per share exercise price at which shares of
Common Stock may be purchased upon exercise of an Option granted pursuant to
Section 6.01 hereof shall be the actual purchase price of a share of Common
Stock in the Stock Offering.
(b) Subsequent Grants. The per share exercise price at which the shares
of Common Stock may be purchased upon exercise of an Option granted pursuant
to Section 6.02 hereof shall be equal to the greater of (i) the par value of
a share of Common Stock and (ii) the Fair Market Value of a share of Common
Stock as of the date of grant. For purposes of this Plan, the Fair Market
Value shall be the closing sale price of a share of Common Stock on the date
in question (or, if such day is not a trading day in the U.S. markets, on the
nearest preceding trading day), as reported with respect to the principal
market (or the composite of the markets, if more than one) in which such
shares are then traded, or if no such closing prices are reported, the mean
between the high bid and low asked prices that day on the principal market or
national quotation system then in use, or if no such quotations are
available, the price furnished by a professional securities dealer making a
market in such shares selected by the Board.
7.03 Vesting and Exercise of Options.
(a) Subject to the approval of stockholders of the Savings Bank pursuant
to the terms of Article XII hereof, Options shall be vested and exercisable
in accordance with the following schedule: (i) options with respect to 7,000
shares of Common Stock shall become vested and exercisable twelve (12) months
from the date of grant and (b) options with respect to 4,500 shares of Common
Stock shall become vested and exercisable on an annual basis commencing with
the date that is twenty-four (24) months from the date of grant.
(b) Accelerated Vesting Upon Death, Disability or Retirement. All
Options granted under this Plan shall become vested and exercisable in full
on the date an Optionee terminates his service as a director of the Savings
Bank because of his death, disability or retirement.
(c) Accelerated Vesting for Changes in Control. Notwithstanding the
general rule described in Section 7.03(a), all outstanding Options shall
become immediately vested and exercisable in the event there is an actual or
threatened change in control of the Savings Bank.
(1) Change in Control. A "change in control of the Savings Bank"
shall mean a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act, whether or not the Savings Bank in fact
is required to comply with Regulation 14A thereunder; provided that,
3
<PAGE>
without limitation, such a change in control shall be deemed to have occurred
if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Savings Bank, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Savings Bank representing 25% or more of the
combined voting power of the Savings Bank's then outstanding securities, or
(ii) during any period of twenty-four consecutive months during the term of
an Option, individuals who at the beginning of such period constitute the
Board of the Savings Bank cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Savings Bank's stockholders, of each director who was not a director at the
date of grant has been approved in advance by directors representing at least
two-thirds of the directors then in office who were directors at the
beginning of the period; and, provided further that no "change in control of
the Savings Bank" shall be deemed to have occurred in the event that the
Savings Bank determines to reorganize into the holding company form of
organization.
(2) Threatened Change in Control. A "threatened change in control
of the Savings Bank" shall mean any set of circumstances which poses a real,
substantial and immediate possibility of leading to a change in control of
the Savings Bank as defined in clause (1) above.
7.04 Duration of Options.
(a) Each Option or portion thereof shall be exercisable at any time on
or after it vests until the earlier of (i) ten (10) years after the date of
grant or (ii) the third annual anniversary of the date on which the optionee
ceases to be a non-employee director.
(b) Exception for Termination Due to Death, Disability, Retirement or
Resignation. If an optionee dies while serving as a non-employee director or
within three (3) years following the termination of the optionee's service
as a non-employee director as a result of disability, retirement or
resignation without having fully exercised his Options, the Optionee's
executors, administrators, legatees or distributees of his estate shall have
the right, during the twelve-month period following such death, to exercise
such Options, provided that no Option shall be exercisable within six (6)
months after the date of grant or more than ten (10) years from the date it
was granted.
(c) Options granted to a non-employee director who is removed for cause
pursuant to the Savings Bank's Charter shall terminate as of the effective
date of such removal.
7.05 Nonassignability. Options shall not be transferable by an optionee
except by will or the laws of descent or distribution, and during an
optionee's lifetime shall be exercisable only by such optionee or the
optionee's guardian or legal representative.
7.06 Manner of Exercise. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be
set forth in the written Option Agreement provided for in Section 7.01.
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<PAGE>
7.07 Payment for Shares. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of an Option shall
be made to the Savings Bank upon exercise of the Option. Payment for shares
may be made by the optionee in cash or by delivering shares of Common Stock
equal in fair market value to the purchase price of the shares to be acquired
pursuant to the Option, or any combination of the foregoing.
7.08 Voting and Dividend Rights. No optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded
on the Savings Bank's stockholder ledger as the holder of record of such
shares acquired pursuant to an exercise of an Option.
ARTICLE VIII
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Option relates and the
exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
this Plan resulting from a split, subdivision or consolidation of shares or
any other capital adjustment, the payment of a stock dividend, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Savings Bank. If, upon a merger, consolidation,
reorganization, liquidation, recapitalization or the like of the Savings
Bank, the shares of the Savings Bank's Common Stock shall be exchanged for
other securities of the Savings Bank or of another corporation, each
recipient of an Option shall be entitled, subject to the conditions herein
stated, to purchase or acquire such number of shares of Common Stock or
amount of other securities of the Savings Bank or such other corporation as
were exchangeable for the number of shares of Common Stock of the Savings
Bank which such optionee would have been entitled to purchase or acquire
except for such action, and appropriate adjustments shall be made to the per
share exercise price of outstanding Options.
ARTICLE IX
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate, amend or revise this
Plan, provided, however, that no amendment which (a) changes the maximum
number of shares that may be sold or issued under the Plan (other than in
accordance with the provisions of Article VIII) or (b) changes the class of
persons that may be granted Options shall become effective until it receives
the approval of the stockholders of the Savings Bank, and further provided
that the Board may determine that stockholder approval for any other
amendment to this Plan may be advisable for any reason, such as for the
purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying any applicable stock exchange
listing requirements. The Board may not, without the consent of the holder
of an Option, alter or impair any Option previously granted under this Plan
as specifically authorized herein. Notwithstanding anything contained in this
Plan to the contrary, the provisions of Articles IV,
5
<PAGE>
VI and VII of this Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act of 1974, as amended, or
the rules and regulations promulgated under such statutes.
ARTICLE X
RIGHTS TO CONTINUE AS A DIRECTOR
Neither the Plan nor the grant of any Options hereunder nor any action
taken by the Board in connection with the Plan shall create any right on the
part of any non-employee director of the Savings Bank to continue as such.
ARTICLE XI
WITHHOLDING
The Savings Bank may withhold from any cash payment made under this Plan
sufficient amounts to cover any applicable withholding and employment taxes,
and if the amount of such cash payment is insufficient, the Savings Bank may
require the optionee to pay to the Savings Bank the amount required to be
withheld as a condition to delivering the shares acquired pursuant to an
Option.
ARTICLE XII
EFFECTIVE DATE OF THE PLAN; TERM
12.01 Effective Date of the Plan. This Plan shall become effective
on March 22, 1993 the date that this Plan is adopted by the Board of
Directors (the "Effective Date"), and Options may be granted hereunder as of
or after the Effective Date and prior to the termination of this Plan,
provided, however, that the Savings Bank shall receive the approval of
stockholders of this Plan and all then-outstanding awards at a meeting of
stockholders of the Savings Bank held within twelve (12) months following the
Effective Date, and, provided further that the Effective Date shall be
subject to the receipt of any requisite approval or non-objection from the
Office of Thrift Supervision ("OTS") (as well as the implementation of any
change to the provisions of this Plan which the OTS may require), and
provided further that in the event that the anticipated Stock Offering of the
Savings Bank is not consummated by December 31, 1993, this Plan and all
awards thereunder shall be terminated.
12.02 Term of Plan. Unless sooner terminated, this Plan shall remain
in effect for a period of five (5) years ending on the fifth anniversary of
the Effective Date. Termination of the Plan shall not affect any Options
previously granted and such Options shall remain valid and in effect until
they have been fully exercised or earned, are surrendered or by their terms
expire or are forfeited.
6
<PAGE>
ARTICLE XIII
MISCELLANEOUS
14.01 Governing Law. This Plan shall be construed under the laws of
the State of New York, except to the extent that Federal law governs.
14.02 Pronouns. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.
7
<PAGE>
Exhibit 10.3
Poughkeepsie Savings Bank, FSB
1993 Stock Incentive Plan, as amended
<PAGE>
POUGHKEEPSIE SAVINGS BANK, F.S.B.
1993 STOCK INCENTIVE PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Poughkeepsie Savings Bank, FSB (the "Savings Bank") hereby establishes
this Stock Incentive Plan (the "Plan") upon the terms and conditions
hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability of
the Savings Bank and its Subsidiary Companies by attracting and retaining
qualified personnel, providing such Employees with a proprietary interest in
the Savings Bank as an incentive to contribute to the success of the Savings
Bank and its Subsidiary Companies, and rewarding those Employees for
outstanding performance. All Incentive Stock Options issued under this Plan
are intended to comply with the requirements of Section 422 of the Code, and
the regulations thereunder, and all provisions hereunder shall be read,
interpreted and applied with that purpose in mind.
ARTICLE III
DEFINITIONS
3.01 "Award" means an Option or Stock Appreciation Right granted pursuant
to the terms of this Plan.
3.02 "Board" means the Board of Directors of the Savings Bank.
3.03 "Code" means the Internal Revenue Code of 1986, as amended.
3.04 "Committee" means a committee of not less than two directors
appointed by the Board pursuant to Article IV hereof, none of whom shall be
an Officer or Employee of the Savings Bank, and each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange
Act, or any successor thereto.
3.05 "Common Stock" means shares of the common stock, $0.01 par value per
share, of the Savings Bank.
3.06 "Director" means a member of the Board of Directors of the Savings
Bank or a Subsidiary Company.
3.07 "Disability" means any physical or mental impairment which qualifies
an Employee for disability benefits under the applicable long-term disability
plan maintained by the
<PAGE>
Savings Bank or a Subsidiary Company, or, if no such plan applies, which
would qualify such Employee for disability benefits under the long-term
disability plan maintained by the Savings Bank, if such Employee were covered
by that plan.
3.08 "Effective Date" means March 22, 1993, the date on which this Plan
was adopted by the Board of Directors of the Savings Bank.
3.09 "Employee" means any person who is employed by the Savings Bank or a
Subsidiary Company, including Officers, but not including Directors who are
not also Officers of or otherwise employed by the Savings Bank or a
Subsidiary Company.
3.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
3.11 "Fair Market Value" shall be equal to the fair market value per
share of the Savings Bank's Common Stock on the date an Award is granted.
For purposes hereof, the Fair Market Value of a share of Common Stock shall
be the closing sale price of a share of Common Stock on the date in question
(or, if such day is not a trading day in the U.S. markets, on the nearest
preceding trading day), as reported with respect to the principal market (or
the composite of the markets, if more than one) in which such shares are then
traded, or if no such closing prices are reported, the mean between the high
bid and low asked prices that day on the principal market or national
quotation system then in use, or if no such quotations are available, the
price furnished by a professional securities dealer making a market in such
shares selected by the Committee.
3.12 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive stock
option within the meaning of Section 422 of the Code or any successor thereto.
3.13 "Non-Qualified Option" means any Option granted under this Plan
which is not an Incentive Stock Option.
3.14 "Officer" means an Employee whose position in the Savings Bank or
Subsidiary Company is that of a corporate officer, as determined by the Board.
3.15 "Option" means a right granted under this Plan to purchase Common
Stock.
3.16 "Optionee" means an Employee or former Employee to whom an Option is
granted under the Plan.
3.17 "Retirement" means a termination of employment which constitutes a
"retirement" under any qualified pension benefit plan maintained, or
previously maintained, by the Savings Bank or a Subsidiary Company, or if no
such plan is applicable, which would constitute "retirement" under any
qualified pension benefit plan maintained by the Savings Bank or a Subsidiary
Company, if such individual were a participant in such plan.
3.18 "Stock Appreciation Right" means a right to surrender an Option in
consideration for a payment by the Savings Bank in cash and/or Common Stock,
as provided in the discretion of the Committee, in accordance with Section
8.10.
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<PAGE>
3.19 "Stock Offering" means the Savings Bank's proposed rights offering,
which is anticipated to be undertaken within six months of the Effective
Date, whereby stockholders of the Savings Bank will receive subscription
rights to purchase Common Stock and any unsubscribed shares will be offered
to members of the general public or to standby purchasers.
3.20 "Subsidiary Companies" means those subsidiaries of the Savings Bank
which meet the definition of "subsidiary corporations" set forth in Section
425(f) of the Code, at the time of granting of the Option in question.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 Duties of the Committee. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority in its
absolute discretion to adopt, amend and rescind such rules, regulations and
procedures as, in its opinion, may be advisable in the administration of the
Plan, including, without limitation, rules, regulations and procedures which
(i) deal with satisfaction of an Employee's tax withholding obligation
pursuant to Section 12.02 hereof, (ii) include arrangements to facilitate the
Employee's ability to borrow funds for payment of the exercise or purchase
price of an Award, if applicable, from securities brokers and dealers, and
(iii) include arrangements which provide for the payment of some or all of
such exercise or purchase price by delivery of previously-owned shares of
Common Stock or other property and/or by withholding some of the shares of
Common Stock which are being acquired. The interpretation and construction
by the Committee of any provisions of the Plan, any rule, regulation or
procedure adopted by it pursuant thereto or of any Award shall be final and
binding.
4.02 Appointment and Operation of the Committee. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the
Board. The Board from time to time may remove members from, or add members
to, the Committee, provided the Committee shall continue to consist of two or
more members of the Board, none of whom shall be an Officer or Employee of
the Savings Bank, and each of whom shall be a "disinterested person" within
the meaning of Rule 16b-3 under the Exchange Act. The Committee shall act by
vote or written consent of a majority of its members. Subject to the express
provisions and limitations of the Plan, the Committee may adopt such rules,
regulations and procedures as it deems appropriate for the conduct of its
affairs. It may appoint one of its members to be chairman and any person,
whether or not a member, to be its secretary or agent. The Committee shall
report its actions and decisions to the Board at appropriate times but in no
event less than one time per calendar year.
4.03 Revocation for Misconduct. The Committee may by resolution
immediately revoke, rescind and terminate any Option, or portion thereof, to
the extent not yet vested, or any Stock Appreciation Right, to the extent not
yet exercised, previously granted or awarded under this Plan to an Employee
who is discharged from the employ of the Savings Bank or a
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<PAGE>
Subsidiary Company for cause, which, for purposes hereof, shall mean
termination for: (1) conviction of a felony involving the misappropriation
of the Savings Bank's or any Subsidiary's assets or a conviction of a felony
which results in a substantial, demonstrable threat to the Savings Bank's or
any Subsidiary's reputation, or (ii) gross and willful failure to perform a
substantial portion of employee's duties and responsibilities as an employee,
upon written notice given to employee such notice to set forth in reasonable
detail the nature of such failure.
4.04 Limitation on Liability. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan,
any rule, regulation or procedure adopted by it pursuant thereto or any
Awards granted under it. If a member of the Committee is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of anything done or not done by him in such capacity under or with
respect to the Plan, the Savings Bank shall indemnify such member 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 the best interests of the Savings Bank and its
Subsidiary Companies and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
4.05 Compliance with Law and Regulations. All Awards granted hereunder
shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as
may be required for any reason whatsoever. The Savings Bank shall not be
required to issue or deliver any certificates for shares of Common Stock
prior to the completion of any registration or qualification of or obtaining
of consents or approvals with respect to such shares under any federal or
state law or any rule or regulation of any government body, which the Savings
Bank shall, in its sole discretion, determine to be necessary or advisable.
Moreover, no Option or Stock Appreciation Right may be exercised if such
exercise would be contrary to applicable laws and regulations.
4.06 Restrictions on Transfer. The Savings Bank may place a legend upon
any certificate representing shares acquired pursuant to an Award granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
ARTICLE V
ELIGIBILITY
Awards may be granted to such Employees of the Savings Bank and its
Subsidiary Companies as may be designated from time to time by the Committee.
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ARTICLE VI
COMMON STOCK COVERED BY THE PLAN
6.01 Option Shares. The aggregate number of shares of Common Stock
which may be issued pursuant to this Plan, subject to adjustment as provided
in Article IX, shall be 1,120,603 shares. None of such shares shall be the
subject of more than one Award at any time, but if an Option as to any shares
is surrendered before exercise (including surrender in connection with
exercise of a Stock Appreciation Right), or expires or terminates for any
reason without having been exercised in full, or for any other reason ceases
to be exercisable, the number of shares covered thereby shall again become
available for grant under the Plan as if no Awards had been previously
granted with respect to such shares.
6.02 Source of Shares. The shares of Common Stock issued under the Plan
may be authorized but unissued shares, treasury shares or shares purchased by
the Savings Bank on the open market or from private sources for use under the
Plan.
ARTICLE VII
DETERMINATION OF
AWARDS, NUMBER OF SHARES, ETC.
The Committee shall, in its discretion, determine from time to time which
Employees will be granted Awards under the Plan, the number of shares of
Common Stock subject to each Award, whether each Option will be an Incentive
Stock Option or a Non-Qualified Option, and the exercise price of an Option.
In making all such determinations there shall be taken into account the
duties, responsibilities and performance of each respective individual, his
present and potential contributions to the growth and success of the Savings
Bank, his salary and such other factors as the Committee shall deem relevant
to accomplishing the purposes of the Plan. However, no Awards shall be
granted to any person at such time as he is serving as a member of the
Committee or at any time which would deem him to not be a "disinterested
person" within the meaning of Rule 16b-3 under the Exchange Act, or any
successor thereto.
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ARTICLE VIII
OPTIONS AND STOCK APPRECIATION RIGHTS
Each Option granted hereunder shall be on the following terms and
conditions:
8.01 Stock Option Agreement. The proper Officers of the Savings Bank and
each Optionee shall execute a Stock Option Agreement which shall set forth
the total number of shares of Common Stock to which it pertains, the exercise
price, whether it is a Non-Qualified Option or an Incentive Stock Option, and
such other terms, conditions, restrictions and privileges as the Committee in
each instance shall deem appropriate, provided they are not inconsistent with
the terms, conditions and provisions of this Plan. Each Optionee shall
receive a copy of his executed Stock Option Agreement.
8.02 Option Exercise Price.
(a) Incentive Stock Options. The per share price at which the subject
Common Stock may be purchased upon exercise of an Incentive Stock Option
shall be no less than one hundred percent (100%) of the Fair Market Value of
a share of Common Stock at the time such Incentive Stock Option is granted,
except as provided in Section 8.09(b).
(b) Non-Qualified Options. The per share price at which the subject
Common Stock may be purchased upon exercise of a Non-Qualified Option for
initial grants made prior to the closing of the sale of Common Stock in the
anticipated Stock Offering of the Savings Bank may be not less than the
actual purchase price of a share of Common Stock in the Stock Offering and
the per share price for future grants shall be no less than the greater of
(i) the par value of the Common Stock or (ii) eighty-five percent (85%) of
the Fair Market Value of a share of Common Stock at the time such
Non-Qualified Option is granted.
8.03 Vesting and Exercise of Options.
(a) General Rules. Incentive Stock Options and Non-Qualified Options
shall become vested and exercisable at the rate, to the extent and subject to
such limitations as may be specified by the Committee. Notwithstanding the
foregoing, no vesting shall occur on or after an Optionee's employment with
the Savings Bank and all Subsidiary Companies is terminated for any reason
other than his death, Disability or Retirement. In determining the number of
shares of Common Stock with respect to which Options are vested and/or
exercisable, fractional shares will be rounded up to the nearest whole number
if the fraction is 0.5 or higher, and down if it is less.
(b) Accelerated Vesting Upon Death, Disability or Retirement. Unless
the Committee shall specifically state otherwise at the time an Option is
granted, all Options granted under this Plan shall become vested and
exercisable in full on the date an Optionee terminates
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his employment with the Savings Bank or a Subsidiary Company because of his
death, Disability or Retirement.
(c) Accelerated Vesting for Changes in Control. Notwithstanding the
general rule described in Section 8.03(a), all outstanding Options shall
become immediately vested and exercisable in the event there is an actual or
threatened change in control of the Savings Bank.
(1) Change in Control. A "change in control of the Savings Bank"
shall mean a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act, whether or not the Savings Bank in fact
is required to comply with Regulation 14A thereunder; provided that, without
limitation, such a change in control shall be deemed to have occurred if (i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Savings Bank, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Savings Bank representing 25% or more of the
combined voting power of the Savings Bank's then outstanding securities, or
(ii) during any period of twenty-four consecutive months during the term of
an Option, individuals who at the beginning of such period constitute the
Board of the Savings Bank cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Savings Bank's stockholders, of each director who was not a director at the
date of grant has been approved in advance by directors representing at least
two-thirds of the directors then in office who were directors at the
beginning of the period; and, provided further that no "change in control of
the Savings Bank" shall be deemed to have occurred in the event that the
Savings Bank determines to reorganize into the holding company form of
organization.
(2) Threatened Change in Control. A "threatened change in control
of the Savings Bank" shall mean any set of circumstances which in the opinion
of the Board, as expressed through a resolution, poses a real, substantial
and immediate possibility of leading to a change in control of the Savings
Bank as defined in clause (1) above.
8.04 Duration of Options.
(a) General. Except as provided in Sections 8.04(b) and 8.09, each
Option or portion thereof shall be exercisable at any time on or after it
vests and becomes exercisable until the earlier of (i) ten (10) years after
its date of grant or (ii) three (3) months after the date on which the
Optionee ceases to be employed by the Savings Bank and all Subsidiary
Companies, unless the Committee in its discretion decides at the time of
grant or thereafter to extend such period of exercise from three (3) months
to a period not exceeding five (5) years. However, failure to exercise
Incentive Stock Options within three months after the date on which the
Optionee's employment terminates may result in adverse tax consequences to
the Optionee.
(b) Exception for Termination Due to Death, Disability or Retirement.
If an Optionee dies while in the employ of the Savings Bank or a Subsidiary
Company or terminates employment with the Savings Bank or a Subsidiary
Company as a result of Disability or
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Retirement without having fully exercised his Options, the Optionee or the
executors, administrators, legatees or distributees of his estate shall have
the right, during the twelve-month period following the earlier of his death,
Disability or Retirement, to exercise such Options to the extent vested on
the date of such death, Disability or Retirement. In no event, however,
shall any Option be exercisable more than ten (10) years from the date it was
granted.
8.05 Nonassignability. Options shall not be transferable by an Optionee
except by will or the laws of descent or distribution, and during an
Optionee's lifetime shall be exercisable only by such Optionee or the
Optionee's guardian or legal representative.
8.06 Manner of Exercise. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be
set forth in the written Stock Option Agreement provided for in Section 8.01
above.
8.07 Payment for Shares. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of any Option shall
be made to the Savings Bank upon exercise of the Option. All shares sold
under the Plan shall be fully paid and nonassessable. Payment for shares may
be made by the Optionee in cash or, at the discretion of the Committee, by
delivering shares of Common Stock (including shares acquired pursuant to the
exercise of an Option) or other property equal in Fair Market Value to the
purchase price of the shares to be acquired pursuant to the Option, by
withholding some of the shares of Common Stock which are being purchased upon
exercise of an Option, or any combination of the foregoing.
8.08 Voting and Dividend Rights. No Optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded
on the Savings Bank's stockholder ledger as the holder of record of such
shares acquired pursuant to an exercise of an Option.
8.09 Additional Terms Applicable to Incentive Stock Options. All Options
issued under the Plan as Incentive Stock Options will be subject, in addition
to the terms detailed in Sections 8.01 to 8.08 above, to those contained in
this Section 8.09.
(a) Notwithstanding any contrary provisions contained elsewhere in this
Plan and as long as required by Section 422 of the Code, the aggregate Fair
Market Value, determined as of the time an Incentive Stock Option is granted,
of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year under
this Plan and stock options that satisfy the requirements of Section 422 of
the Code under any other stock option plan or plans maintained by the Savings
Bank (or any parent or Subsidiary Company), shall not exceed $100,000.
(b) Limitation on Ten Percent Stockholders. The price at which shares
of Common Stock may be purchased upon exercise of an Incentive Stock Option
granted to an individual who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly, more than
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ten percent (10%) of the total combined voting power of all classes of stock
issued to stockholders of the Savings Bank or any Subsidiary Company, shall
be no less than one hundred and ten percent (110%) of the Fair Market Value
of a share of the Common Stock of the Savings Bank at the time of grant, and
such Incentive Stock Option shall by its terms not be exercisable after the
earlier of the date determined under Section 8.03 or the expiration of five
(5) years from the date such Incentive Stock Option is granted.
(c) Notice of Disposition; Withholding; Escrow. An Optionee shall
immediately notify the Savings Bank in writing of any sale, transfer,
assignment or other disposition (or action constituting a disqualifying
disposition within the meaning of Section 421 of the Code) of any shares of
Common Stock acquired through exercise of an Incentive Stock Option, within
two (2) years after the grant of such Incentive Stock Option or within one
(1) year after the acquisition of such shares, setting forth the date and
manner of disposition, the number of shares disposed of and the price at
which such shares were disposed of. The Savings Bank shall be entitled to
withhold from any compensation or other payments then or thereafter due to
the Optionee such amounts as may be necessary to satisfy any withholding
requirements of federal or state law or regulation and, further, to collect
from the Optionee any additional amounts which may be required for such
purpose. The Committee may, in its discretion, require shares of Common
Stock acquired by an Optionee upon exercise of an Incentive Stock Option to
be held in an escrow arrangement for the purpose of enabling compliance with
the provisions of this Section 8.09(c).
8.10 Stock Appreciation Rights.
(a) General Terms and Conditions. The Committee may, but shall not be
obligated to, authorize the Savings Bank, on such terms and conditions as it
deems appropriate in each case, to grant rights to Optionees to surrender an
exercisable Option, or any portion thereof, in consideration for the payment
by the Savings Bank of an amount equal to the excess of the Fair Market Value
of the shares of Common Stock subject to the Option, or portion thereof,
surrendered over the exercise price of the Option with respect to such shares
(any such authorized surrender and payment being hereinafter referred to as a
"Stock Appreciation Right"). Such payment, at the discretion of the
Committee, may be made in shares of Common Stock valued at the then Fair
Market Value thereof, or in cash, or partly in cash and partly in shares of
Common Stock.
The terms and conditions set with respect to a Stock Appreciation Right
may include (without limitation), subject to other provisions of this Section
8.10 and the Plan, the period during which, date by which or event upon which
the Stock Appreciation Right may be exercised; the method for valuing shares
of Common Stock for purposes of this Section 8.10; a ceiling on the amount of
consideration which the Savings Bank may pay in connection with exercise and
cancellation of the Stock Appreciation Right; and arrangements for income tax
withholding. The Committee shall have complete discretion to determine
whether, when and to whom Stock Appreciation Rights may be granted.
Notwithstanding the foregoing, the Savings Bank may not permit the exercise
of a Stock Appreciation Right issued pursuant to this Plan
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until such Stock Appreciation Right has been outstanding for a period of at
least six months from the date of grant.
(b) Time and Other Limitations.
(i) Any election by an Optionee to exercise a Stock Appreciation
Right provided pursuant to this Section 8.10 shall be made only during the
period beginning on the third business day following the Savings Bank's
release for publication of quarterly or annual summary financial information
and ending on the twelfth business day following such date, unless, in the
discretion of the Committee, solely Common Stock is issued upon such exercise
or such election is pursuant to a date of exercise which is automatic or
fixed in advance under the Plan and is outside of the control of the
Optionee. The aforesaid release date shall be deemed to have occurred when
the specified financial data (A) appears on a wire service, (B) appears in a
financial news service, (C) appears in a newspaper of general circulation, or
(D) is otherwise made publicly available, for example, by press release to a
wire service, financial news service or newspapers of general circulation.
(ii) Any election by an Optionee to exercise a Stock Appreciation
Right provided pursuant to this Section 8.10, other than a Stock Appreciation
Right exercisable solely for Common Stock, shall be made during a quarterly
window period specified in Section 8.10(b)(i) hereof which commences at least
six months from the date of grant of such Stock Appreciation Right.
(iii) If a holder of a Stock Appreciation Right terminates service
with the Savings Bank as an Officer or Employee, the Stock Appreciation Right
may be exercised only within the period, if any, within which the Option to
which it relates may be exercised.
(c) Effects of Exercise of Stock Appreciation Rights or Options. Upon
the exercise of a Stock Appreciation Right, the number of shares of Common
Stock available under the Option to which it relates shall decrease by a
number equal to the number of shares for which the Stock Appreciation Right
was exercised. Upon the exercise of an Option, any related Stock Appreciation
Right shall terminate as to any number of shares of Common Stock subject to
the Stock Appreciation Right that exceeds the total number of shares for
which the Option remains unexercised.
(d) Time of Grant. A Stock Appreciation Right granted in connection
with an Incentive Stock Option must be granted concurrently with the Option
to which it relates while a Stock Appreciation Right granted in connection
with a Non-Qualified Option may be granted concurrently with the Option to
which it relates or at any time thereafter prior to the exercise or
expiration of such Option.
(e) Non-Transferable. The holder of a Stock Appreciation Right may not
transfer or assign the Stock Appreciation Right otherwise than by will or in
accordance with the laws of
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descent and distribution, and during a holder's lifetime a Stock Appreciation
Right may be exercisable only by the holder.
ARTICLE IX
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Award relates and the
exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the Effective Date of
this Plan resulting from a split, subdivision or consolidation of shares or
any other capital adjustment, the payment of a stock dividend, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Savings Bank. If, upon a merger, consolidation,
reorganization, liquidation, recapitalization or the like of the Savings
Bank, the shares of the Savings Bank's Common Stock shall be exchanged for
other securities of the Savings Bank or of another corporation, each
recipient of an Award shall be entitled, subject to the conditions herein
stated, to purchase or acquire such number of shares of Common Stock or
amount of other securities of the Savings Bank or such other corporation as
were exchangeable for the number of shares of Common Stock of the Savings
Bank which such optionees would have been entitled to purchase or acquire
except for such action, and appropriate adjustments shall be made to the per
share exercise price of outstanding Options.
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate, amend or revise the
Plan with respect to any shares of Common Stock as to which Awards have not
been granted, provided, however, that no amendment which (a) changes the
maximum number of shares that may be sold or issued under the Plan (other
than in accordance with the provisions of Article IX) or (b) changes the
class of persons that may be granted Options, shall become effective until it
receives the approval of the stockholders of the Savings Bank, and further
provided that the Board may determine that stockholder approval for any other
amendment to this Plan may be advisable for any reason, such as for the
purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying any applicable stock exchange
listing requirements. The Board may not, without the consent of the holder
of an Award, alter or impair any Award previously granted or awarded under
this Plan as specifically authorized herein. Notwithstanding anything
contained in this Plan to the contrary, the provisions of Articles V and VII
hereto may not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Securities
Act of 1974, as amended, or the rules and regulations promulgated under such
statutes.
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ARTICLE XI
CONTINUATION RIGHTS
Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create
any right on the part of any Employee of the Savings Bank or a Subsidiary
Company to continue as such.
ARTICLE XII
WITHHOLDING
12.01 Tax Withholding. The Savings Bank may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Savings Bank may require the Optionee to pay to the Savings
Bank the amount required to be withheld as a condition to delivering the
shares acquired pursuant to an Award. The Savings Bank also may withhold or
collect amounts with respect to a disqualifying disposition of shares of
Common Stock acquired pursuant to exercise of an Incentive Stock Option, as
provided in Section 8.09(c).
12.02 Methods of Tax Withholding. The Committee is authorized to adopt
rules, regulations or procedures which provide for the satisfaction of an
Optionee's tax withholding obligation by the retention of shares of Common
Stock to which the Optionee would otherwise be entitled pursuant to an Award
and/or by the Optionee's delivery of previously-owned shares of Common Stock
or other property.
ARTICLE XIII
EFFECTIVE DATE OF THE PLAN; TERM
13.01 Effective Date of the Plan. This Plan shall become effective
on the Effective Date, and Awards may be granted hereunder on or after the
Effective Date and prior to the termination of the Plan, provided that no
shares of Common Stock may be issued pursuant to this Plan unless this Plan
is approved by a vote of the holders of a majority of the outstanding voting
shares of the Savings Bank at a meeting of stockholders of the Savings Bank
held within twelve (12) months following the Effective Date. Provided
further, that the Effective Date of this Plan shall be subject to the receipt
of any requisite approval or non-objection from the Office of Thrift
Supervision ("OTS") (as well as the implementation of any change to the
provisions of this Plan which the OTS may require.) Provided further, in the
event that the sale of the Common Stock in the anticipated Stock Offering of
the Savings Bank is not consummated by December 31, 1993, this Plan and
Awards hereunder shall be terminated.
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13.02 Term of Plan. Unless sooner terminated, this Plan shall remain
in effect for a period of ten (10) years ending on the tenth anniversary of
the Effective Date. Termination of the Plan shall not affect any Awards
previously granted and such Awards shall remain valid and in effect until
they have been fully exercised or earned, are surrendered or by their terms
expire or are forfeited.
ARTICLE XIV
MISCELLANEOUS
14.01 Governing Law. This Plan shall be construed under the laws of
the State of New York, except to the extent that Federal law governs.
14.02 Pronouns. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.
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Exhibit 23.2
Consent of Deloitte & Touche LLP
<PAGE>
Exhibit 23.2
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Poughkeepsie Financial Corp. on Form S-8 of our report dated January 24, 1997,
appearing in the Annual Report on Form 10-K of Poughkeepsie Savings Bank, FSB, a
wholly owned subsidiary of Poughkeepsie Financial Corp. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Stamford, CT
June 6, 1997
