SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NSS BANCORP, INC.
(exact name of registrant, as specified in its charter)
CONNECTICUT 06-1485317
(State or other jurisdiction of (IRS Employer
incorporation or organization) Indemnification No.)
48 Wall Street, Norwalk, Connecticut 06852
(Address of principal executive office) (Zip Code)
Norwalk Savings Society 1994 Director Stock Option Plan
Norwalk Savings Society 1994 Employee Stock Option Plan
Norwalk Savings Society 1995 Executive Incentive Plan
(full title of plans)
Robert T. Judson
NSS Bancorp, Inc.
48 Wall Street
Norwalk, Connecticut 06852
(name and address of agent for service)
203- 838-4545
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Securities Amount Proposed Proposed Amount of
to be registered to bed maximum maximum aggregate Registration
registered offering offering price* Fee
price
per unit*
Common Stock
par value,
$0.01 per share 269,8721 $39.4375 $10,643,077.00 $3139.71
Common Stock
par value,
$0.01 per share 122,8022 $39.4375 $ 4,843,003.80 $1428.69
Common Stock
par value,
$0.01 per share 100,0003 $39.4375 $ 3,943,750.00 $1163.41
- --------
1 Represents the amount of Company Common Stock reserved for issuance under
the Norwalk Savings Society 1994 Employee Stock Option Plan.
2 Represents the amount of Company Common Stock reserved for issuance
under the Norwalk Saving Society 1994 Director Stock Option Plan.
3 Represents the amount of Company Common Stock reserved for issuance under
the Norwalk Savings Society 1995 Executive Incentive Plan.
* Estimated for purposes of calculation of the Registration Fee pursuant to Rule
457(c) and based upon an average of the high and low prices that Company Common
Stock sold for on December 8, 1997.
This Registration Statement shall become effective automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act of 1933 and Rule
462 promulgated thereunder.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
NSS Bancorp, Inc. (the "Company") hereby incorporates by
reference into this registration statement the following documents
and information filed with the Securities and Exchange Commission.
(a) The latest annual report of the Company's wholly owned
subsidiary, Norwalk Savings Society's filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act
of 1933 (the "Act") that contains audited financial
statements for the Company's latest fiscal year for
which such statements have been filed and the Company's
Registration Statement filed on Form 8-A dated August 4,
1997 and effective October 1, 1997.
(b) All other reports filed pursuant to Section 13(a) or Section
15(d) of the Exchange Act since the filing of the documents
referred to in paragraph (a) above.
(c) The description of Common Stock, par value $0.01 per share
("Common Stock") of the Company contained in the Company's
registration statement on Form 8-A filed pursuant to Section
12 of the Exchange Act and any report filed for the purpose of
updating such descriptions.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts & Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
The Company's Bylaws provide for indemnification of the Company's
Directors and Executive Officers in the following manner under the Connecticut
Business Corporation Act (the "CBCA"). The Company must indemnify a director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he or she was made a party because he or she was a
director or officer of the Company. Under Connecticut law, the Company may also
indemnify a director and officer who are made parties to a proceeding if such
director or officer conducted himself in good faith and he reasonably believed
his conduct was in the best interests of the Company or, in certain cases, not
opposed to its best interests. The CBCA and the Company's bylaws allow the
Company to indemnify directors and officers against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses.
The Company's Certificate of Incorporation limits the personal
liability of its Directors for monetary damages for breach of duty as a Director
to the amount of compensation received by such Director during the year of the
violation unless: (1) the breach involved a knowing and culpable violation of
law by the Director; (2) the breach enabled the Director or an "associate" (as
that term is defined in Section 33-843 of the CBCA) to receive an improper
personal economic gain; (3) the breach showed a lack of good faith and conscious
disregard for the duty of the Director to the Company under circumstances in
which the Director was aware that his or her conduct or omission created an
unjustifiable risk of serious injury to the Company; (4) the breach constitutes
a sustained and unexcused pattern of inattention that amounted to an abdication
of the Director's duties to the Company; or (5) the breach created liability for
an illegal distribution under Section 33-757 or liability under Section 36a-58
of the Connecticut General Statutes.
Item 7. Exemption from Registration Claimed
Not applicable because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits
(4.1)(a) Norwalk Savings Society 1994 Employee Stock Option Plan
(4.1)(b) Amendment to Norwalk Savings Society 1994 Employee Stock
Option Plan
(4.1)(c) Amendment No. 2 to Norwalk Savings Society 1994 Employee
Stock Option Plan
(4.2)(a) Norwalk Savings Society 1994 Director Stock Option Plan
(4.2)(b) Amendment to Norwalk Savings Society 1994 Director Stock
Option Plan
(4.2)(c) Amendment No. 2 to Norwalk Savings Society 1994 Director Stock
Option Plan
(4.3)(a) Norwalk Savings Society 1995 Executive Incentive Plan
(4.3)(b) Amendment No. 1 to Norwalk Savings Society 1995 Executive
Incentive Plan
(5) Opinion of Tyler Cooper & Alcorn, LLP (re: legality)
(23)(a) Consent of Friedberg, Smith & Co.,PC
(23)(b) Consent of Tyler Cooper & Alcorn, LLP
(See Exhibit 5)
(24) Power of Attorney for any subsequent amendments is located in the
signature pages.
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
and to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1993, 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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 Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S- 8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Norwalk, State of Connecticut on the 24th day of
November, 1997.
NSS BANCORP, INC.
(Registrant)
By: /s/ Robert T. Judson
Robert T. Judson
Its President
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 date indicated.
Each person whose signature appears below hereby makes, constitutes and
appoints Robert T. Judson his 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/ Robert T. Judson /s/ Brian A. Fitzgerald
Robert T. Judson, Brian A. Fitzgerald,
President & Director Director
November 24, 1997 November 24, 1997
/s/ Charles F. Howell /s/ John L. Segal
Charles F. Howell, John L. Segal,
Senior Vice President & Director Director
November 24, 1997 November 24, 1997
/s/ Edward J. Kelley /s/ Herbert L. Jay
Edward J. Kelley, Herbert L. Jay,
Director Director
November 24, 1997 November 24, 1997
/s/ Donald T. St. John /s/ Alan R. Staack
Donald T. St. John, Alan R. Staack,
Chairman Director
November 24, 1997 November 24, 1997
The Stock Plans. Pursuant to the requirements of the Securities Act of
1933, the Trustees or other persons who administer the Norwalk Savings Society
1994 Director Stock Option Plan and the Norwalk Savings Society 1995 Executive
Incentive Plan, have duly caused the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Norwalk,
State of Connecticut on November 24, 1997.
NORWALK SAVINGS SOCIETY COMPENSATION AND BENEFITS
COMMITTEE,
Plan Administrators for the 1994 Director Stock Option Plan
Plan Administrators for the 1994 Officer Stock Option Plan
Plan Administrators for the 1995 Executive Incentive Plan
/s/ Brian A. Fitzgerald /s/ John L. Segall
Brian A. Fitzgerald, John L. Segall,
Director Director
November 24, 1997 November 24, 1997
/s/ Edward J. Kelley /s/ Herbert L. Jay
Edward J. Kelley, Herbert L. Jay,
Director Director
November 24, 1997 November 24, 1997
/s/ Donald T. St. John /s/ Alan R. Staack
Donald T. St. John, Alan R. Staack,
Chairman Director
November 24, 1997 November 24, 1997
Exhibit (4.1)(a)
NORWALK SAVINGS SOCIETY
1994 EMPLOYEE STOCK OPTION PLAN
1. Purpose
The 1994 Employee Stock Option Plan is designed to enable selected
employees of Norwalk Savings Society and its Subsidiaries to acquire or increase
a proprietary interest in the Bank, and thus to share in the future success of
the Bank's business. Accordingly, the Plan is intended as a further means, not
only of attracting and retaining outstanding personnel who are in a position to
make important and direct contributions to the success of the Bank, but also of
promoting a closer identity of interests between the Bank's employees and its
shareholders.
2. Definitions
Whenever used herein, the following terms shall have the meanings set
forth below:
"Bank" means Norwalk Savings Society.
"Board" means the Board of Directors of Norwalk Savings
Society.
"Code" means the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.
"Committee" means the Board's Compensation and Benefits
Committee or any successor thereto.
"Common Stock" means the Bank's Common Stock, par value
$.01 per share.
"Conversion Offering" means the offering for sale of up to 2,645,000
shares of the Bank's Common Stock upon its conversion from a
Connecticut-chartered mutual to a Connecticut-chartered capital stock
savings bank.
"Disability," as applied to a Grantee, shall have the
meaning set forth in Section 22(e)(3) of the Code.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" on any particular date means the last sales price
of a share of Common Stock on the NASDAQ National Market (or any
exchange on which the Common Stock is then traded) as reported for that
date by NASDAQ or, if no sales price is reported on that date, the mean
between the bid and asked quotations for the Common Stock on that date
as reported by NASDAQ; provided that (i) if no such sales or quotations
are reported by NASDAQ for such date, or (ii) if in the opinion of the
Committee sales of Common Stock on such date were insufficient to
constitute a representative market, the Fair Market Value of a share of
Common Stock on such date shall be the last sales price or, if not
available, the mean between the bid and asked quotations as reported by
NASDAQ for the first preceding date to which clause (ii) does not
apply. In the case of Initial Officer Options, "Fair Market Value" for
purposes of determining the Option Price shall be the Fair Market Value
(as first defined herein) on the date the Plan is approved by the
Bank's Shareholders, which shall be the Grant Date for Initial Officer
Options. The newness of the market for the Bank's common stock, and the
uncertainty over whether there will be an established market at that
time for such stock, makes this a reasonable and good faith method to
determine Fair Market Value on the grant date for these Initial Officer
Options. "Grantee" means an employee of the Bank or one of its
Subsidiaries to whom an Option is granted.
"Grant Date," as used with respect to a particular Option, means the
date on which such Option is granted by the Committee pursuant to the
Plan as set forth in Section 5(b), except as specifically provided for
Initial Officer Options.
"Incentive Stock Option" means an Option described in Code
Section 422(b).
"Initial Officer Options" means Incentive Stock Options granted to
officers of the Bank in connection with the Conversion Offering.
"NASDAQ" means National Association of Securities Dealers
Automated Quotation.
"Nonstatutory Stock Option" means an Option that is not an
Incentive Stock Option.
"Option" means the right to purchase, at a price and for the Term fixed
by the Committee in accordance with the Plan and subject to such other
limitations and restrictions as this Plan and the Committee impose, the
number of shares of Common Stock specified by the Committee and
shall include Incentive Stock Options, Nonstatutory Stock Options and
Initial Officer Options.
"Option Agreement" means a written agreement in a form approved by the
Committee to be entered into by the Bank and the Grantee of an Option,
as provided in Section 9 hereof.
"Option Price" means the purchase price of each share of Common Stock
subject to an Option set by the Committee in accordance with Section 10
hereof.
"Plan" means the Bank's 1994 Employee Stock Option Plan, as amended
from time to time.
"Retirement," as applied to an employee, shall mean when the employee's
employment with the Bank or any present or future parent or Subsidiary
of the Bank terminates upon reaching the normal age of retirement as
established by the Board's policies from time to time.
"Stock Appreciation Right" means a right to surrender to the Bank all
or a portion of an Option and to be paid therefor an amount as
determined by the Committee, no greater than the excess of (i) the Fair
Market Value, as of the date such right is exercised, of the shares of
Common Stock associated with the Option, or portion thereof, which is
surrendered, over (ii) the aggregate Option Price of such shares.
"Subsidiary" means an entity of which, at the time such subsidiary
status is to be determined, at least 50% of the total combined voting
power of all classes of stock of such entity is held by the Bank and
its Subsidiaries (exclusive of ownership by the entity whose subsidiary
status is being determined).
"Successor" means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to
exercise an Option or a Stock Appreciation Right by bequest or
inheritance or by reason of the death of the Grantee.
"Term" means the period during which a particular Option may
be exercised.
3. Effective Date and Duration of Plan
The Plan shall become effective on the day of the consummation of the
conversion of the Bank from a mutual to a stock form of organization (the
"Conversion Date") subject to
approval of the Plan within one year of such effective date by the holders of a
majority of the outstanding shares of Common Stock present or represented and
entitled to vote at a duly held meeting of the Bank's shareholders; provided,
however, that upon approval of the Plan by the shareholders of the Bank as set
forth above, all Options granted under the Plan on or after the effective date
shall be fully effective as if the shareholders of the Bank had approved the
Plan on the effective date. If the shareholders fail to approve the Plan within
one year of such effective date, any options granted hereunder shall be null and
void and of no effect.
Unless previously terminated by the Board of Directors or except as
otherwise provided for herein, the Plan shall terminate, as to any shares as to
which Options have not theretofore been granted, on the tenth anniversary of its
adoption by the Board of Directors.
4. Administration of the Plan
(a) The Plan shall be administered by the Committee. No
member of the Committee shall be employed by the Bank
or any of its Subsidiaries and each shall qualify in
all respects as a "disinterested person" as defined in
Rule 16b-3 under the Exchange Act. The Committee shall
have the responsibility of construing and interpreting
the Plan and of establishing and amending such rules
and regulations as it deems necessary or desirable for
the proper administration of the Plan. Any decision or
action taken or to be taken by the Committee, arising
out of or in connection with the construction,
administration, interpretation and effect of the Plan
and of its rules and regulations, shall, to the extent
permitted by law, be within its absolute discretion
(except as otherwise specifically provided herein) and
shall be conclusive and binding upon all Grantees and
any person claiming under or through any Grantee.
(b) The Committee shall have plenary authority, subject to
the provisions of the Plan, to grant Incentive Stock
Options, Nonstatutory Stock Options and Stock
Appreciation Rights and to determine to whom Options
and Stock Appreciation Rights shall be granted and the
number of shares subject thereto, the Term of each
Option, and the terms of such awards, and the waiver or
acceleration thereof, including to accelerate the
exercisability or vesting of all or any portion of any
Option or to extend the period during which an Option
is exercisable, provided that no Incentive Stock Option
shall be granted which is exercisable after the
expiration of ten (10) years from the date it is
granted.
(c) Any member of the Board who is an employee of the Bank
or any of its Subsidiaries shall be without vote on (i)
any proposed amendment to the Plan, or (ii) any other
matter which might affect such member's individual
interest under the Plan; nor shall such member's
presence be counted in determining whether a quorum is
present at any meeting at which a vote involving the
Plan or individual rights thereunder is taken.
5. Grant of Options: Number and Source of Shares Subject to the Plan
(a) The Committee may from time to time grant Options under
the Plan for not more 169,872 shares of Common Stock
subject to adjustment in accordance with Section 16.
Any shares of Common Stock to be delivered by the Bank
upon the exercise of Options shall, at the discretion
of the Board of Directors, be provided from Common
Stock held in the Bank's treasury which is not reserved
for some other purpose or from authorized and unissued
Common Stock which is not reserved for some other
purpose.
(b) The date of grant of an Option shall be the date on which the
Committee's action is final or such later date as specified by
the Committee.
(c) In the event that any Option expires, lapses or otherwise
terminates prior to being fully exercised, any share of Common
Stock allocable to the unexercised portion of such Option may
again be made subject to an Option.
(d) Shares as to which there is a surrender in whole or in part of
an Option upon the exercise of a Stock Appreciation Right
shall not again be available for grant of Options.
(e) Shares of Common Stock delivered upon the exercise of a
Stock Appreciation Right shall be provided from Common
Stock held in the Bank's treasury which is not reserved
for some other purpose or from authorized and unissued
Common Stock which is not reserved for some other
purpose.
(f) Shares subject to Initial Officer Options granted
under the Plan shall be considered as shares purchased in the
Conversion Offering for the purpose of the insider limitation
on conversion share purchases provided in Section
36-142m-12(g) of the Code of Connecticut Regulations (the
"Limitation"). The Limitation limits Conversion Offering stock
purchases by officers, directors and their associates in the
Conversion to not more than 30% of the total number of shares
offered in the Conversion Offering. Any and all Initial
Officer Options which may be granted to persons, purposefully
or inadvertently, in excess of the limitation shall
automatically be null and void, and not exercisable at any
time.
6. Stock Appreciation Rights
(a) The Committee may grant a Stock Appreciation Right to
the Grantee of an Option, either at the time the Option
is granted or by amending the Option Agreement at any
time thereafter prior to the end of the Term of the
associated Option. A Stock Appreciation Right shall be
exercisable only during the Term of the associated
Option, and only when the Fair Market Value of the
shares of Common Stock subject to the Option exceeds
the Option Price of such shares.
(b) The Committee may, at the time of granting a Stock
Appreciation Right, add such conditions and limitations to the
Stock Appreciation Right as it shall deem advisable.
(c) A Stock Appreciation Right may be exercised in whole or in
part in accordance with the terms set forth in the Grantee's
Option Agreement. The date of exercise shall be the date upon
which notice thereof is received in the office of the Bank's
Director of Human Resources.
(d) Upon the exercise of a Stock Appreciation Right, the payment
to be made to the Grantee may be in cash, or in shares of
Common Stock valued at their Fair Market Value on the date of
exercise, or partly in cash and partly in shares of Common
Stock, as determined by the Committee.
(e) If the Committee, in its discretion, decides to permit
a Grantee who is an officer or director of the Bank to
elect to receive cash in full or partial settlement of
the exercise of a Stock Appreciation Right, then the
following conditions must be met: (i) such election
shall be made during the period beginning on the third
business day following the date of release for publication of
quarterly and annual summary statements of sales and earnings
of the Bank and ending on the twelfth business day following
such date, unless a different period is specified in Rule
16b-3 under the Exchange Act, as in effect at the time of such
exercise, or any law, rule, regulation or other provision that
may hereafter replace such rule, and (ii) the Bank has been
subject to the reporting requirements of Section 13 of the
Exchange Act for at least one year prior to the date of said
exercise and has filed all reports and statements required to
be filed pursuant to that section during that period.
7. Employees Eligible to Receive Options and Stock Appreciation Rights
(a) Options may be granted under the Plan to employees of the Bank
or its Subsidiaries as designated from time to time by the
Committee. Stock Appreciation Rights may be granted only to
Grantees of Options.
(b) Directors who are not salaried employees of the Bank or
its Subsidiaries shall not be eligible to receive
Options and Stock Appreciation Rights.
8. Limitation on Annual Awards
No Grantee may receive, under the Plan in any Calendar Year, Options
and Stock Appreciation Rights the aggregate of which shall exceed 25,000 shares;
provided, however, that the aggregate Fair Market Value (determined at the date
an Incentive Stock Option is granted) of the shares with respect to which
Incentive Stock Options are exercisable for the first time by a Grantee during
any calendar year (under the Plan or any other plan maintained by the Bank or
its subsidiaries) shall not exceed $100,000.
9. Option Agreement
(a) The prospective Grantee of an Option shall execute an Option
Agreement with the Bank containing such terms and conditions,
not inconsistent with the Plan, as may be approved by the
Committee. The terms and conditions of Option Agreements may
vary from Grantee to Grantee.
(b) The Committee may amend an Option Agreement from time
to time.
(c) Appropriate officers of the Bank are hereby authorized to
execute (by facsimile or manually affixed signature) and
deliver Option Agreements, and amendments thereto, in the name
of the Bank as directed from time to time by the Committee.
10. Option Price
The Option Price shall be fixed by the Committee and stated in each
Option Agreement and, except as set forth hereafter, shall be not less than the
greater of par value or 100% of the Fair Market Value of a share of the Common
Stock on the Grant Date of the Option (as determined in good faith by the
Committee). The Option Price for Initial Officer Options shall be not less than
the greater of par value, $10 or 100% of the Fair Market Value (as defined for
this purpose) of a share of Common Stock on the date such Initial Officer
Options are granted. Notwithstanding the foregoing, in the event the Grantee
would otherwise be ineligible to receive an Incentive Stock Option by reason of
the provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock
ownership of more than 10%), the Option Price of an Option that is intended to
be an Incentive Stock Option shall be not less than the greater of par value or
110% of the Fair Market Value of a share of Common Stock on the Grant Date of
such Option. Payment of the Option Price shall be made in cash or in such other
form as the Committee may approve, including shares of Common Stock of the Bank
valued at the Fair Market Value on the date of exercise of the Option, or a
combination of cash and/or such other form of property, or, if authorized by the
Committee's regulations and accomplished in accordance therewith, by delivery of
a properly executed exercise notice together with irrevocable instructions to a
broker to deliver promptly to the Bank sale or loan proceeds sufficient to pay
the Option Price.
11. Terms and Exercise of Options; Limitations on Exercise and
Transferability of Options
(a) Each Option granted under the Plan shall be exercisable
only during a Term commencing on the date of the grant,
unless otherwise specified in the Option Agreement, and
ending (unless the Option shall have terminated earlier
under other provisions of the Plan) on a date to be
fixed by the Committee but in no event later than the
tenth anniversary of its date of grant; provided,
however, that in the event the Grantee would otherwise
be ineligible to receive an Incentive Stock Option by
reason of the provisions of Sections 422(b)(6) and
424(d) of the Code (relating to stock ownership of more
than 10%), an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall in no
event be exercisable after the expiration of five years
from the date it is granted.
(b) The Committee shall have authority to grant Options
exercisable in full at any time during their Term, or
exercisable in cumulative or non-cumulative installments.
(c) Options shall be exercised in whole or in part in
accordance with the terms set forth in the Grantee's
Option Agreement.
(d) Subject to the provisions of subsection (e) hereof, upon
compliance by the Grantee with such terms of exercise, the
Bank shall promptly deliver to the Grantee a certificate or
certificates for the shares purchased, without charge to the
Grantee for any issue or transfer tax.
(e) The Committee may postpone any exercise of an Option or
a Stock Appreciation Right for such time as the
Committee in its discretion may deem necessary, in
order to permit the Bank with reasonable diligence to
determine that the shares are qualified for delivery
under such securities laws and regulations as the
Committee may deem to be applicable thereto; and the
Bank shall not be obligated by virtue of any Option
Agreement or any provision of the Plan to recognize the
exercise of an Option or the exercise of a Stock
Appreciation Right to sell or issue shares in violation
of any applicable law. Any such postponement shall not
extend the Term of an Option; and neither the Bank nor
its directors or officers shall have any obligation or
liability to the Grantee of an Option or Stock
Appreciation Right, or to the Grantee's Successor, with
respect to any shares as to which the Option or Stock
Appreciation Right shall lapse because of such postponement.
(f) All Options and Stock Appreciation Rights granted under
the Plan shall not be transferable other than by will
or by the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by
the Code or Title I of ERISA, or the rules thereunder,
and may be exercised during the lifetime of the Grantee
only by the Grantee, except that the Committee may
permit:
(i) exercise, during the Grantee's lifetime, by
the Grantee's guardian or legal
representative; and
(ii) transfer, upon the Grantee's death, to
beneficiaries designated by Grantee in a
manner authorized by the Committee, provided
that the Committee determines that such
exercise and such transfer are, with respect
to an Incentive Stock Option, consonant with
the requirements of Section 422(b)(5) of the
Code.
(g) Upon the exercise of a Nonstatutory Stock Option or Stock
Appreciation Right by the Grantee, the stock certificate or
certificates may, at the request of the Grantee, be issued in
the Grantee's name and the name of another person as joint
tenants with right of survivorship.
(h) The Committee may provide, in the Option Agreement, for the
lapse of the Option, prior to the expiration of its term, upon
the occurrence of any event specified by the Committee.
(i) A person electing to exercise an Option shall give written
notice, in such form as the Committee may require, of such
election to the Bank and shall tender to the Bank the full
Option Price of the shares of Common Stock for which the
election is made.
12. Sequential Exercise of Incentive Stock Options
With the exception of an Option that is, by its terms, exercisable in
installments, an Incentive Stock Option shall be exercisable in any order or
sequence, irrespective of whether there is outstanding any other Incentive
Stock Option previously granted to the Grantee.
13. Exercise of Options or Stock Appreciation Rights by
Grantee on Cessation of Employment
Except as otherwise specifically provided for herein, employment for
the purposes of this section shall mean continuous full-time salaried employment
with the Bank or a Subsidiary, except that vacations, sick leaves and other
approved absences and severance pay periods shall be disregarded. Employment for
the purposes of this section may, at the discretion of the Committee, also
include continuous full-time salaried employment with a former Subsidiary under
circumstances as determined by the Committee, which determination can be made
either at the time of granting an Option or afterward. The following limitations
shall apply to any provisions the Committee shall make in an Option Agreement
for exercises of Options and Stock Appreciation Rights following cessation of
employment.
(a) Except as provided in Section 13(b), (c) and (e) below,
in the event Grantee ceases to be an employee of the
Bank through involuntary termination with or without
cause by the Bank or any voluntary termination, all
Options and associated Stock Appreciation Rights held
by such Grantee shall lapse on the date that is the
earlier of (i) three months following such
termination, or (ii) the expiration date set forth in
such Option.
(b) If such termination is due to Retirement, all Options
held by such Grantee shall lapse on the date that is
the earlier of (i) three (3) months after such
termination in the case of the exercise of an Incentive
Stock Option, and such period of time as determined by
the Committee and set forth in the Agreement evidencing
such Option in the case of the exercise of a
Nonstatutory Stock Option, or (ii) the expiration date
set forth in such Option.
(c) If such termination is due to Disability, all Options
held by such Grantee shall lapse on the date that is
the earlier of (i) one (1) year after such termination
in the case of the exercise of an Incentive Stock
Option and such period of time as determined by the
Committee and set forth in the Agreement evidencing
such Option in the case of the exercise of a
Nonstatutory Stock Option, or (ii) the expiration date
set forth in such Option.
(d) An Incentive Stock Option not exercised within three
months (twelve months in the case of Disability or
death) after the date of termination due to Disability,
Retirement or death may be exercised within such period
of time as determined by the Committee and set forth in
the Agreement evidencing such Option (as the permitted
period of exercise in such circumstances of a
Nonstatutory Stock Option) after the date of such
termination but no longer will be eligible for the
treatment afforded Incentive Stock Options under
Section 422 of the Code.
(e) If a Grantee should die while employed by the Company
or any subsidiary of the Company or after Disability or
Retirement, any Option previously granted to the
Grantee under this Plan may be exercised by the person
designated in such Grantee's last will and testament
or, in the absence of such designation, by the
Grantee's estate, to the full extent that such Option
could have been exercised by such Grantee immediately
prior to the Grantee's death, but not later than the
anniversary of the Grantee's death in the case of the
exercise of an Incentive Stock Option and such period
of time as determined by the Committee and set forth in
the Agreement evidencing such Option in the case of the
exercise of a Nonstatutory Stock Option.
(f) No exercises may occur after expiration of the Term of
the Option.
14. Shareholders' Rights
No Grantee, and no beneficiary or other person claiming through a
Grantee, shall have any interest in any shares of Common Stock allocated for the
purposes of the Plan or subject to any Option until such shares of Common Stock
shall have been transferred to the Grantee or such person. Furthermore, the
existence of the Options shall not affect: the right or power of the Bank or its
stockholders to make adjustments, recapitalization, reorganizations or other
changes in the Bank's capital structure; the dissolution or liquidation of the
Bank, or sale or transfer of any party of its assets or business; or any other
corporate act, whether of a similar character or otherwise.
15. No Right to Employment
Nothing in the Plan or any instrument executed pursuant hereto shall
confer upon any employee any right to continue in the employ of the Bank nor
shall anything in the Plan affect the right of the Bank to terminate the
employment of any employee, with or without cause.
16. Effect of Changes in Capitalization
(a) Changes in Common Stock. If the outstanding shares of
Common Stock are increased or decreased or changed into
or exchanged for a different number or kind of shares
or other securities of the Bank by reason of any
recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock
dividend or other distribution payable in capital
stock, or other increase or decrease in such shares
effected without receipt of consideration by the Bank,
occurring after the effective date of the Plan, the
number and kind of shares for the purchase of which
Options may be granted under Section 5(a) of the Plan
shall be adjusted proportionately and accordingly by
the Committee. In addition, the number and kind of
shares for which Options are outstanding shall be
adjusted proportionately and accordingly so that the
proportionate interest of the holder of the Option
immediately following such event shall, to the extent
practicable, be the same as immediately prior to such
event. Any such adjustment in outstanding Options
shall not change the aggregate Option Price payable
with respect to shares subject to the unexercised
portion of the Option outstanding but shall include a
corresponding proportionate adjustment in the Option
Price per share.
(b) Reorganization in Which the Bank is the Surviving Bank.
Subject to Subsection (c) hereof, if the Bank shall be
the surviving bank in any reorganization, merger, or
consolidation of the Bank with one or more other banks, any
Option theretofore granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number
of shares of Common Stock subject to such Option would have
been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate
Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining
reorganization, merger, or consolidation.
(c) Reorganization in Which the Bank is Not the Surviving
Bank or Sale of Assets or Stock. Upon the dissolution
or liquidation of the Bank, or upon a merger,
consolidation or reorganization of the Bank with one or
more other banks in which the Bank is not the surviving
bank, or upon a sale of all or substantially all of the
assets of the Bank to another bank, or upon any
transaction approved by the Board which results in any
person or entity owning 80% or more of the combined
voting power of all classes of stock of the Bank, the
Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in
writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution
for such Options of new options or stock appreciation
rights covering the stock of a successor bank, or a
parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and
under the terms so provided. In the event of any such
termination of the Plan, each individual holding an
Option shall have the right (subject to the general
limitations on exercise set forth in Section 11 above
and except as otherwise specifically provided in the
Option Agreement relating to such Option), immediately
prior to the occurrence of such termination and during
such period occurring prior to such termination as the
Committee in its sole discretion shall determine and
designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at
the time such termination occurs and without regard to
any installment limitation on exercise imposed pursuant
to Section 11 above. The Committee shall send written
notice of an event that will result in such a
termination to all individuals who hold Options not
later than the time at which the Bank gives notice
thereof to its shareholders.
(d) Adjustments. Adjustments under this Section 16 related to
stock or securities of the Bank shall be made by the Committee
whose determination in that respect shall be final, binding,
and conclusive. No fractional shares of Common Stock or units
of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such
adjustment shall be
eliminated in each case by rounding downward to the
nearest whole share or unit.
(e) No Limitations on Bank. The grant of an Option pursuant to the
Plan shall not affect or limit in any way the right or power
of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or
to sell or transfer all or any part of its business or assets.
(f) Except as provided in this Section 16, the issuance by the
Bank of shares of stock of any class or securities convertible
into shares of stock of any class, shall not affect the
outstanding Options.
17. Change in Control
(a) Upon the occurrence of a Change in Control (as
hereinafter defined):
(1) All Options shall become immediately exercisable
in full for the remainder of their terms.
Grantees, other than Grantees who are subject to
Section 16 of the Exchange Act, shall have the
right to have the Bank purchase the Options as to
which no stock appreciation rights have been
granted for cash for a period of thirty days
following a Change in Control at the Acceleration
Price (as hereinafter defined). Such Options held
by Grantees who are subject to Section 16 of the
Exchange Act for which at least six months has
elapsed from the Grant Date of such Options at the
date of the Change in Control shall be
automatically purchased by the Bank at the
Acceleration Price upon a Change in Control, with
payment to be made within thirty days of such
Change in Control.
(2) All Stock Appreciation Rights shall become
immediately exercisable in full for cash at the
Acceleration Price, which shall be paid by the
Bank within a period of thirty days following a
Change in Control, provided that such Stock
Appreciation Rights held by Grantees who are
subject to Section 16 of the Exchange Act for
which at least six months has elapsed from the
Grant Date of such rights at the date of the
Change in Control shall be automatically purchased
by the Bank at the Acceleration Price upon a
Change in Control, with payment to be made within
thirty days of such Change in Control.
(b) (1) The "Acceleration Price" is the excess over the
Option Price of the highest of the following on
the date of a Change in Control:
(i) the highest reported sales price of the
Common Stock within the sixty days preceding
the date of the Change in Control, as
reported on any securities exchange or
quotation system upon which the Common Stock
is traded,
(ii) the highest price of the Common Stock
reported in a Form F-11 or an amendment
thereto as paid within the sixty days
preceding the date of the Change in Control,
(iii) the highest tender offer price paid for
the Common Stock, and
(iv) any cash merger or similar price.
(2) For Incentive Stock Options and Stock Appreciation
Rights granted with respect to Incentive Stock
Options, the Acceleration Price is limited to the
spread between the Fair Market Value on the date of
the purchase of such awards by the Bank and the
Option Price.
(c) A "Change in Control" is the occurrence of any one of
the following events:
(i) any Person (other than a Grantee, the Bank
or any trustee or other fiduciary holding
securities under an employee benefit plan of
the Bank (or of any subsidiary of the Bank))
is or becomes an "Acquiring Person";
(ii) less than eighty percent (80%) of the
total membership of the Board shall be
Continuing Directors; or
(iii) the shareholders of the Bank shall approve a
merger or consolidation of the Bank or a
plan of complete liquidation of the Bank or
an agreement for the sale or disposition by
the Bank of all or substantially all of the
Bank's assets to another Person, except in
any such case in a transaction in which
immediately after such merger, consolidation
or sale, exchange or transfer, the
shareholders of the Bank, in their
capacities as such and as a result thereof,
shall own at least 50 percent in voting
power of the then outstanding securities of
the Bank or of any surviving Person pursuant
to any such merger (or of its parent), the
consolidated corporation or business entity
in any such consolidation, or of the other
Person to which such sale, exchange or
transfer of assets is made.
(d) A "Change in Control" shall be deemed not to have occurred if (A)
such event is mandated or directed by a regulatory body having jurisdiction over
the Bank's operations; or (B) it occurs pursuant to the terms of a plan for the
acquisition of the capital stock of the Bank by a newly formed bank holding
company if, in the consummation of such plan, the shareholders of the Bank will
receive, pro rata, all of the Common Stock of such bank holding company; unless,
in such transaction, a Person satisfies subsection (c)(i), (ii) or (iii) above.
(e) For purposes of this Section 17:
(1) "Acquiring Person" shall mean any Person who is or
becomes a "beneficial owner" (as defined in
Rule 13d-3 of the Exchange Act) of securities of
the Bank representing twenty-five percent (25%) or
more of the combined voting power of the Bank's
then outstanding voting securities, unless such
Person has filed Form F-11A and all required
amendments thereto with respect to its holdings
and continues to hold such securities for
investment in a manner qualifying such Person to
utilize Form F-11A for reporting of ownership.
(2) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act
as in effect on the date
hereof.
(3) "Continuing Directors" shall mean any member of the
Board who was a member of the Board prior to the date
hereof, and any successor of a Continuing Director
while such successor is a member of the Board who is
not an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or of any such Affiliate or
Associate and is recommended or elected to succeed
the Continuing Director by a majority of the
Continuing Directors.
(4) "Person" shall mean any individual, corporation,
partnership, group, association or other "person", as
such term is used in Section 13(d) and 14(d) of the
Exchange Act.
18. Termination, Suspension or Modification of Plan
The Board may at any time terminate, suspend or modify the Plan, except
that the Board shall not, without the authorization of the holders of a majority
of the outstanding shares entitled to vote, effect any change (other than
through adjustment for changes in capitalization as hereinabove provided) which
(a) increases the aggregate number of shares for which Options may be granted;
(b) changes the class of employees eligible to be granted Options; (c) lowers
the minimum Option Price or otherwise materially increases the benefits accruing
to Grantees through awards under the Plan; (d) lengthens the period during which
a Stock Appreciation Right may be exercised; (e) increases the maximum amount a
Grantee may be paid upon the exercise of a Stock Appreciation Right; (f) renders
any member of the Committee eligible to receive an Option or Stock Appreciation
Right while serving thereon; (g) extends the effective period of the Plan; or
(h) removes the restrictions set forth in Section 4(c). No termination,
suspension or modification of the Plan shall adversely affect any right acquired
by any Grantee or any Successor under the terms of an Option or Stock
Appreciation Right granted before the date of such termination, suspension or
modification, unless such Grantee or Successor shall consent; but it shall be
conclusively presumed that any adjustment for changes in capitalization as
provided in Section 16 does not adversely affect any such right.
Upon the dissolution or liquidation of the Bank, the Plan shall
terminate, and all Options previously granted shall lapse on the date of such
dissolution or liquidation.
19. Application of Proceeds
The proceeds received by the Bank from the sale of its shares under the
Plan will be used for general corporate purposes.
20. Legal Restrictions
The Bank will not be obligated to issue shares of Common Stock or make
any payment if counsel to the Bank determines that such issuance or payment
would violate any law or regulation of any governmental authority or any
agreement between the Bank and any national securities exchange or quotations
system upon which the Common Stock is listed. In connection with any stock
issuance or transfer, the person acquiring the shares shall, if requested by the
Bank, give assurances satisfactory to counsel to the Bank regarding such matters
as the Bank may deem desirable to assure compliance with all legal requirements.
The Bank shall in no event be obliged to take any action in order to cause the
exercise of any Option.
21. Withholding Taxes
Each Grantee exercising an Option or Stock Appreciation Right as a
condition to such exercise shall pay to the Bank the amount, if any, required to
be withheld from distributions resulting from such exercise under applicable
Federal and State income tax laws and any portion of FICA that is due from
Grantee ("Withholding Taxes"). Such Withholding Taxes shall be payable as of the
date the payment is required from the Bank to the taxing authority. The
Committee may establish such procedures as it deems appropriate for the settling
of withholding obligations with shares of Common Stock, including, without
limitation, the establishment of such procedures as may be necessary to comply
with Rule 16b-3.
22. Governing Laws
This Plan and all rights thereunder shall be construed in accordance
with and governed by the laws of the State of Connecticut. The intent of this
Plan is to qualify for the exemption provided by Rule 16b-3 under the Exchange
Act. To the extent any provision of the Plan does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Committee and shall not affect the
validity of the Plan. In the event Rule 16b-3 is revised or replaced, the
Committee may exercise discretion to modify this Plan in any respect necessary
to satisfy the requirements of the revised exemption or its replacement.
23. Nonexclusivity of the Plan
Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Bank for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights otherwise than under the Plan.
* * *
This Plan was duly adopted and approved by the Board of Directors of
the Bank by resolution at a meeting held on the 23rd day of February, 1994 and
amended by the Board of Directors of the Bank by resolution at a meeting held on
the 25th day of January, 1995.
/s/ Jeremiah T. Dorney
-------------------------------
Corporate Secretary of the Bank
This Plan, as amended, was duly approved by the shareholders of the
Bank at a meeting of the shareholders held on the 26th day of
April, 1995.
/s/ Jeremiah T. Dorney
-------------------------------
Corporate Secretary of the Bank
Exhibit (4.1)(b)
NORWALK SAVINGS SOCIETY
1994 EMPLOYEE STOCK OPTION PLAN
AMENDED EFFECTIVE APRIL 24, 1996
1. Purpose
The 1994 Employee Stock Option Plan is designed to enable selected
employees of Norwalk Savings Society and its Subsidiaries to acquire or increase
a proprietary interest in the Bank, and thus to share in the future success of
the Bank's business. Accordingly, the Plan is intended as a further means, not
only of attracting and retaining outstanding personnel who are in a position to
make important and direct contributions to the success of the Bank, but also of
promoting a closer identity of interests between the Bank's employees and its
shareholders.
2. Definitions
Whenever used herein, the following terms shall have the meanings set
forth below:
"Bank" means Norwalk Savings Society.
"Board" means the Board of Directors of Norwalk Savings
Society.
"Code" means the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.
"Committee" means the Board's Compensation and Benefits
Committee or any successor thereto.
"Common Stock" means the Bank's Common Stock, par value
$.01 per share.
"Conversion Offering" means the offering for sale of up to 2,645,000
shares of the Bank's Common Stock upon its conversion from a
Connecticut-chartered mutual to a Connecticut-chartered capital stock
savings bank.
"Disability," as applied to a Grantee, shall have the
meaning set forth in Section 22(e)(3) of the Code.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" on any particular date means the last sales price
of a share of Common Stock on the NASDAQ National Market (or any
exchange on which the Common Stock is then traded) as reported for that
date by NASDAQ or, if no sales price is reported on that date, the mean
between the bid and asked quotations for the Common Stock on that date
as reported by NASDAQ; provided that (i) if no such sales or quotations
are reported by NASDAQ for such date, or (ii) if in the opinion of the
Committee sales of Common Stock on such date were insufficient to
constitute a representative market, the Fair Market Value of a share of
Common Stock on such date shall be the last sales price or, if not
available, the mean between the bid and asked quotations as reported by
NASDAQ for the first preceding date to which clause (ii) does not
apply. In the case of Initial Officer Options, "Fair Market Value" for
purposes of determining the Option Price shall be the Fair Market Value
(as first defined herein) on the date the Plan is approved by the
Bank's Shareholders, which shall be the Grant Date for Initial Officer
Options. The newness of the market for the Bank's common stock, and the
uncertainty over whether there will be an established market at that
time for such stock, makes this a reasonable and good faith method to
determine Fair Market Value on the grant date for these Initial Officer
Options.
"Grantee" means an employee of the Bank or one of its
Subsidiaries to whom an Option is granted.
"Grant Date," as used with respect to a particular Option, means the
date on which such Option is granted by the Committee pursuant to the
Plan as set forth in Section 5(b), except as specifically provided for
Initial Officer Options.
"Incentive Stock Option" means an Option described in Code
Section 422(b).
"Initial Officer Options" means Incentive Stock Options granted to
officers of the Bank in connection with the Conversion Offering.
"NASDAQ" means National Association of Securities Dealers
Automated Quotation.
"Nonstatutory Stock Option" means an Option that is not an
Incentive Stock Option.
"Option" means the right to purchase, at a price and for the Term fixed
by the Committee in accordance with the Plan and subject to such other
limitations and restrictions as this Plan and the Committee impose, the
number of shares of Common Stock specified by the Committee and shall
include Incentive Stock Options, Nonstatutory Stock Options and Initial
Officer Options.
"Option Agreement" means a written agreement in a form approved by the
Committee to be entered into by the Bank and the Grantee of an Option,
as provided in Section 9 hereof.
"Option Price" means the purchase price of each share of Common Stock
subject to an Option set by the Committee in accordance with Section 10
hereof.
"Plan" means the Bank's 1994 Employee Stock Option Plan, as amended
from time to time.
"Retirement," as applied to an employee, shall mean when the employee's
employment with the Bank or any present or future parent or Subsidiary
of the Bank terminates upon reaching the normal age of retirement as
established by the Board's policies from time to time.
"Stock Appreciation Right" means a right to surrender to the Bank all
or a portion of an Option and to be paid therefor an amount as
determined by the Committee, no greater than the excess of (i) the Fair
Market Value, as of the date such right is exercised, of the shares of
Common Stock associated with the Option, or portion thereof, which is
surrendered, over (ii) the aggregate Option Price of such shares.
"Subsidiary" means an entity of which, at the time such subsidiary
status is to be determined, at least 50% of the total combined voting
power of all classes of stock of such entity is held by the Bank and
its Subsidiaries (exclusive of ownership by the entity whose subsidiary
status is being determined).
"Successor" means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to
exercise an Option or a Stock Appreciation Right by bequest or
inheritance or by reason of the death of the Grantee.
"Term" means the period during which a particular Option may
be exercised.
3. Effective Date and Duration of Plan
The Plan shall become effective on the day of the consummation of the
conversion of the Bank from a mutual to a stock form of organization (the
"Conversion Date") subject to approval of the Plan within one year of such
effective date by the holders of a majority of the outstanding shares of Common
Stock present or represented and entitled to vote at a duly held meeting of the
Bank's shareholders; provided, however, that upon approval of the Plan by the
shareholders of the Bank as set forth above, all Options granted under the Plan
on or after the effective date shall be fully effective as if the shareholders
of the Bank had approved the Plan on the effective date. If the shareholders
fail to approve the Plan within one year of such effective date, any options
granted hereunder shall be null and void and of no effect.
Unless previously terminated by the Board of Directors or except as
otherwise provided for herein, the Plan shall terminate, as to any shares as to
which Options have not theretofore been granted, on the tenth anniversary of its
adoption by the Board of Directors.
4. Administration of the Plan
(a) The Plan shall be administered by the Committee. No
member of the Committee shall be employed by the Bank
or any of its Subsidiaries and each shall qualify in
all respects as a "disinterested person" as defined in
Rule 16b-3 under the Exchange Act. The Committee shall
have the responsibility of construing and interpreting
the Plan and of establishing and amending such rules
and regulations as it deems necessary or desirable for
the proper administration of the Plan. Any decision or
action taken or to be taken by the Committee, arising
out of or in connection with the construction,
administration, interpretation and effect of the Plan
and of its rules and regulations, shall, to the extent
permitted by law, be within its absolute discretion
(except as otherwise specifically provided herein) and
shall be conclusive and binding upon all Grantees and
any person claiming under or through any Grantee.
(b) The Committee shall have plenary authority, subject to
the provisions of the Plan, to grant Incentive Stock
Options, Nonstatutory Stock Options and Stock
Appreciation Rights and to determine to whom Options
and Stock Appreciation Rights shall be granted and the
number of shares subject thereto, the Term of each
Option, and the terms of such awards, and the waiver or
acceleration thereof, including to accelerate the
exercisability or vesting of all or any portion of any
Option or to extend the period during which an Option is
exercisable, provided that no Incentive Stock Option shall be
granted which is exercisable after the expiration of ten (10)
years from the date it is granted.
(c) Any member of the Board who is an employee of the Bank
or any of its Subsidiaries shall be without vote on (i)
any proposed amendment to the Plan, or (ii) any other
matter which might affect such member's individual
interest under the Plan; nor shall such member's
presence be counted in determining whether a quorum is
present at any meeting at which a vote involving the
Plan or individual rights thereunder is taken.
5. Grant of Options: Number and Source of Shares Subject to the Plan
(a) The Committee may from time to time grant Options under
the Plan for not more 269,872 shares of Common Stock
subject to adjustment in accordance with Section 16.
Any shares of Common Stock to be delivered by the Bank
upon the exercise of Options shall, at the discretion
of the Board of Directors, be provided from Common
Stock held in the Bank's treasury which is not reserved
for some other purpose or from authorized and unissued
Common Stock which is not reserved for some other
purpose.
(b) The date of grant of an Option shall be the date on which the
Committee's action is final or such later date as specified by
the Committee.
(c) In the event that any Option expires, lapses or otherwise
terminates prior to being fully exercised, any share of Common
Stock allocable to the unexercised portion of such Option may
again be made subject to an Option.
(d) Shares as to which there is a surrender in whole or in part of
an Option upon the exercise of a Stock Appreciation Right
shall not again be available for grant of Options.
(e) Shares of Common Stock delivered upon the exercise of a Stock
Appreciation Right shall be provided from Common Stock held in
the Bank's treasury which is not reserved for some other
purpose or from authorized and unissued Common Stock which is
not reserved for some other purpose.
(f) Shares subject to Initial Officer Options granted under
the Plan shall be considered as shares purchased in the
Conversion Offering for the purpose of the insider
limitation on conversion share purchases provided in
Section 36-142m-12(g) of the Code of Connecticut
Regulations (the "Limitation"). The Limitation limits
Conversion Offering stock purchases by officers,
directors and their associates in the Conversion to not
more than 30% of the total number of shares offered in
the Conversion Offering. Any and all Initial Officer
Options which may be granted to persons, purposefully
or inadvertently, in excess of the limitation shall
automatically be null and void, and not exercisable at
any time.
6. Stock Appreciation Rights
(a) The Committee may grant a Stock Appreciation Right to
the Grantee of an Option, either at the time the Option
is granted or by amending the Option Agreement at any
time thereafter prior to the end of the Term of the
associated Option. A Stock Appreciation Right shall be
exercisable only during the Term of the associated
Option, and only when the Fair Market Value of the
shares of Common Stock subject to the Option exceeds
the Option Price of such shares.
(b) The Committee may, at the time of granting a Stock
Appreciation Right, add such conditions and limitations to the
Stock Appreciation Right as it shall deem advisable.
(c) A Stock Appreciation Right may be exercised in whole or in
part in accordance with the terms set forth in the Grantee's
Option Agreement. The date of exercise shall be the date upon
which notice thereof is received in the office of the Bank's
Director of Human Resources.
(d) Upon the exercise of a Stock Appreciation Right, the payment
to be made to the Grantee may be in cash, or in shares of
Common Stock valued at their Fair Market Value on the date of
exercise, or partly in cash and partly in shares of Common
Stock, as determined by the Committee.
(e) If the Committee, in its discretion, decides to permit a
Grantee who is an officer or director of the Bank to elect to
receive cash in full or partial settlement of the exercise of
a Stock Appreciation Right, then the
following conditions must be met: (i) such election shall be
made during the period beginning on the third business day
following the date of release for publication of quarterly and
annual summary statements of sales and earnings of the Bank
and ending on the twelfth business day following such date,
unless a different period is specified in Rule 16b-3 under the
Exchange Act, as in effect at the time of such exercise, or
any law, rule, regulation or other provision that may
hereafter replace such rule, and (ii) the Bank has been
subject to the reporting requirements of Section 13 of the
Exchange Act for at least one year prior to the date of said
exercise and has filed all reports and statements required to
be filed pursuant to that section during that period.
7. Employees Eligible to Receive Options and Stock Appreciation Rights
(a) Options may be granted under the Plan to employees of the Bank
or its Subsidiaries as designated from time to time by the
Committee. Stock Appreciation Rights may be granted only to
Grantees of Options.
(b) Directors who are not salaried employees of the Bank or
its Subsidiaries shall not be eligible to receive
Options and Stock Appreciation Rights.
8. Limitation on Annual Awards
No Grantee may receive, under the Plan in any Calendar Year, Options
and Stock Appreciation Rights the aggregate of which shall exceed 25,000 shares;
provided, however, that the aggregate Fair Market Value (determined at the date
an Incentive Stock Option is granted) of the shares with respect to which
Incentive Stock Options are exercisable for the first time by a Grantee during
any calendar year (under the Plan or any other plan maintained by the Bank or
its subsidiaries) shall not exceed $100,000.
9. Option Agreement
(a) The prospective Grantee of an Option shall execute an Option
Agreement with the Bank containing such terms and conditions,
not inconsistent with the Plan, as may be approved by the
Committee. The terms and conditions of Option Agreements may
vary from Grantee to Grantee.
(b) The Committee may amend an Option Agreement from time
to time.
(c) Appropriate officers of the Bank are hereby authorized to
execute (by facsimile or manually affixed signature) and
deliver Option Agreements, and amendments thereto, in the name
of the Bank as directed from time to time by the Committee.
10. Option Price
The Option Price shall be fixed by the Committee and stated in each
Option Agreement and, except as set forth hereafter, shall be not less than the
greater of par value or 100% of the Fair Market Value of a share of the Common
Stock on the Grant Date of the Option (as determined in good faith by the
Committee). The Option Price for Initial Officer Options shall be not less than
the greater of par value, $10 or 100% of the Fair Market Value (as defined for
this purpose) of a share of Common Stock on the date such Initial Officer
Options are granted. Notwithstanding the foregoing, in the event the Grantee
would otherwise be ineligible to receive an Incentive Stock Option by reason of
the provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock
ownership of more than 10%), the Option Price of an Option that is intended to
be an Incentive Stock Option shall be not less than the greater of par value or
110% of the Fair Market Value of a share of Common Stock on the Grant Date of
such Option. Payment of the Option Price shall be made in cash or in such other
form as the Committee may approve, including shares of Common Stock of the Bank
valued at the Fair Market Value on the date of exercise of the Option, or a
combination of cash and/or such other form of property, or, if authorized by the
Committee's regulations and accomplished in accordance therewith, by delivery of
a properly executed exercise notice together with irrevocable instructions to a
broker to deliver promptly to the Bank sale or loan proceeds sufficient to pay
the Option Price.
11. Terms and Exercise of Options; Limitations on Exercise and
Transferability of Options
(a) Each Option granted under the Plan shall be exercisable
only during a Term commencing on the date of the grant,
unless otherwise specified in the Option Agreement, and
ending (unless the Option shall have terminated earlier
under other provisions of the Plan) on a date to be
fixed by the Committee but in no event later than the
tenth anniversary of its date of grant; provided,
however, that in the event the Grantee would otherwise
be ineligible to receive an Incentive Stock Option by
reason of the provisions of Sections 422(b)(6) and
424(d) of the Code (relating to stock ownership of more
than 10%), an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall in no
event be exercisable after the expiration of five years
from the date it is granted.
(b) The Committee shall have authority to grant Options
exercisable in full at any time during their Term, or
exercisable in cumulative or non-cumulative installments.
(c) Options shall be exercised in whole or in part in
accordance with the terms set forth in the Grantee's
Option Agreement.
(d) Subject to the provisions of subsection (e) hereof, upon
compliance by the Grantee with such terms of exercise, the
Bank shall promptly deliver to the Grantee a certificate or
certificates for the shares purchased, without charge to the
Grantee for any issue or transfer tax.
(e) The Committee may postpone any exercise of an Option or
a Stock Appreciation Right for such time as the
Committee in its discretion may deem necessary, in
order to permit the Bank with reasonable diligence to
determine that the shares are qualified for delivery
under such securities laws and regulations as the
Committee may deem to be applicable thereto; and the
Bank shall not be obligated by virtue of any Option
Agreement or any provision of the Plan to recognize the
exercise of an Option or the exercise of a Stock
Appreciation Right to sell or issue shares in violation
of any applicable law. Any such postponement shall not
extend the Term of an Option; and neither the Bank nor
its directors or officers shall have any obligation or
liability to the Grantee of an Option or Stock
Appreciation Right, or to the Grantee's Successor, with
respect to any shares as to which the Option or Stock
Appreciation Right shall lapse because of such postponement.
(f) All Options and Stock Appreciation Rights granted under
the Plan shall not be transferable other than by will
or by the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by
the Code or Title I of ERISA, or the rules thereunder,
and may be exercised during the lifetime of the Grantee
only by the Grantee, except that the Committee may
permit:
(i) exercise, during the Grantee's lifetime, by
the Grantee's guardian or legal
representative; and
(ii) transfer, upon the Grantee's death, to
beneficiaries designated by Grantee in a
manner authorized by the Committee, provided
that the Committee determines that such
exercise and such transfer are, with respect
to an Incentive Stock Option, consonant with
the requirements of Section 422(b)(5) of the
Code.
(g) Upon the exercise of a Nonstatutory Stock Option or Stock
Appreciation Right by the Grantee, the stock certificate or
certificates may, at the request of the Grantee, be issued in
the Grantee's name and the name of another person as joint
tenants with right of survivorship.
(h) The Committee may provide, in the Option Agreement, for the
lapse of the Option, prior to the expiration of its term, upon
the occurrence of any event specified by the Committee.
(i) A person electing to exercise an Option shall give written
notice, in such form as the Committee may require, of such
election to the Bank and shall tender to the Bank the full
Option Price of the shares of Common Stock for which the
election is made.
12. Sequential Exercise of Incentive Stock Options
With the exception of an Option that is, by its terms, exercisable in
installments, an Incentive Stock Option shall be exercisable in any order or
sequence, irrespective of whether there is outstanding any other Incentive
Stock Option previously granted to the Grantee.
13. Exercise of Options or Stock Appreciation Rights by
Grantee on Cessation of Employment
Except as otherwise specifically provided for herein, employment for
the purposes of this section shall mean continuous full-time salaried employment
with the Bank or a Subsidiary, except that vacations, sick leaves and other
approved absences and severance pay periods shall be disregarded. Employment for
the purposes of this section may, at the discretion of the Committee, also
include continuous full-time salaried employment with a former Subsidiary under
circumstances as determined by the Committee, which determination can be made
either at the time of granting an Option or afterward. The following limitations
shall apply to any provisions the Committee shall make in an Option Agreement
for exercises of Options and Stock Appreciation Rights following cessation of
employment.
(a) Except as provided in Section 13(b), (c) and (e) below,
in the event Grantee ceases to be an employee of the
Bank through involuntary termination with or without
cause by the Bank or any voluntary termination, all
Options and associated Stock Appreciation Rights held
by such Grantee shall lapse on the date that is the
earlier of (i) three months following such
termination, or (ii) the expiration date set forth in
such Option.
(b) If such termination is due to Retirement, all Options
held by such Grantee shall lapse on the date that is
the earlier of (i) three (3) months after such
termination in the case of the exercise of an Incentive
Stock Option, and such period of time as determined by
the Committee and set forth in the Agreement evidencing
such Option in the case of the exercise of a
Nonstatutory Stock Option, or (ii) the expiration date
set forth in such Option.
(c) If such termination is due to Disability, all Options
held by such Grantee shall lapse on the date that is
the earlier of (i) one (1) year after such termination
in the case of the exercise of an Incentive Stock
Option and such period of time as determined by the
Committee and set forth in the Agreement evidencing
such Option in the case of the exercise of a
Nonstatutory Stock Option, or (ii) the expiration date
set forth in such Option.;
(d) An Incentive Stock Option not exercised within three
months (twelve months in the case of Disability or
death) after the date of termination due to Disability,
Retirement or death may be exercised within such period
of time as determined by the Committee and set forth in
the Agreement evidencing such Option (as the permitted
period of exercise in such circumstances of a
Nonstatutory Stock Option) after the date of such
termination but no longer will be eligible for the
treatment afforded Incentive Stock Options under
Section 422 of the Code.
(e) If a Grantee should die while employed by the Company
or any subsidiary of the Company or after Disability or
Retirement, any Option previously granted to the
Grantee under this Plan may be exercised by the person
designated in such Grantee's last will and testament
or, in the absence of such designation, by the
Grantee's estate, to the full extent that such Option
could have been exercised by such Grantee immediately
prior to the Grantee's death, but not later than the
anniversary of the Grantee's death in the case of the
exercise of an Incentive Stock Option and such period
of time as determined by the Committee and set forth in
the Agreement evidencing such Option in the case of the
exercise of a Nonstatutory Stock Option.
(f) No exercises may occur after expiration of the Term of
the Option.
14. Shareholders' Rights
No Grantee, and no beneficiary or other person claiming through a
Grantee, shall have any interest in any shares of Common Stock allocated for the
purposes of the Plan or subject to any Option until such shares of Common Stock
shall have been transferred to the Grantee or such person. Furthermore, the
existence of the Options shall not affect: the right or power of the Bank or its
stockholders to make adjustments, recapitalization, reorganizations or other
changes in the Bank's capital structure; the dissolution or liquidation of the
Bank, or sale or transfer of any party of its assets or business; or any other
corporate act, whether of a similar character or otherwise.
15. No Right to Employment
Nothing in the Plan or any instrument executed pursuant hereto shall
confer upon any employee any right to continue in the employ of the Bank nor
shall anything in the Plan affect the right of the Bank to terminate the
employment of any employee, with or without cause.
16. Effect of Changes in Capitalization
(a) Changes in Common Stock. If the outstanding shares of
Common Stock are increased or decreased or changed into
or exchanged for a different number or kind of shares
or other securities of the Bank by reason of any
recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock
dividend or other distribution payable in capital
stock, or other increase or decrease in such shares
effected without receipt of consideration by the Bank,
occurring after the effective date of the Plan, the
number and kind of shares for the purchase of which
Options may be granted under Section 5(a) of the Plan
shall be adjusted proportionately and accordingly by
the Committee. In addition, the number and kind of
shares for which Options are outstanding shall be
adjusted proportionately and accordingly so that the
proportionate interest of the holder of the Option
immediately following such event shall, to the extent
practicable, be the same as immediately prior to such
event. Any such adjustment in outstanding Options
shall not change the aggregate Option Price payable
with respect to shares subject to the unexercised
portion of the Option outstanding but shall include a
corresponding proportionate adjustment in the Option
Price per share.
(b) Reorganization in Which the Bank is the Surviving Bank.
Subject to Subsection (c) hereof, if the Bank shall be
the surviving bank in any reorganization, merger, or
consolidation of the Bank with one or more other banks, any
Option theretofore granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number
of shares of Common Stock subject to such Option would have
been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate
Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining
subject to the Option immediately prior to such
reorganization, merger, or consolidation.
(c) Reorganization in Which the Bank is Not the Surviving
Bank or Sale of Assets or Stock. Upon the dissolution
or liquidation of the Bank, or upon a merger,
consolidation or reorganization of the Bank with one or
more other banks in which the Bank is not the surviving
bank, or upon a sale of all or substantially all of the
assets of the Bank to another bank, or upon any
transaction approved by the Board which results in any
person or entity owning 80% or more of the combined
voting power of all classes of stock of the Bank, the
Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in
writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution
for such Options of new options or stock appreciation
rights covering the stock of a successor bank, or a
parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and
under the terms so provided. In the event of any such
termination of the Plan, each individual holding an
Option shall have the right (subject to the general
limitations on exercise set forth in Section 11 above
and except as otherwise specifically provided in the
Option Agreement relating to such Option), immediately
prior to the occurrence of such termination and during
such period occurring prior to such termination as the
Committee in its sole discretion shall determine and
designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at
the time such termination occurs and without regard to
any installment limitation on exercise imposed pursuant
to Section 11 above. The Committee shall send written
notice of an event that will result in such a
termination to all individuals who hold Options not
later than the time at which the Bank gives notice
thereof to its shareholders.
(d) Adjustments. Adjustments under this Section 16 related to
stock or securities of the Bank shall be made by the Committee
whose determination in that respect shall be final, binding,
and conclusive. No fractional shares of Common Stock or units
of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.
(e) No Limitations on Bank. The grant of an Option pursuant to the
Plan shall not affect or limit in any way the right or power
of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or
to sell or transfer all or any part of its business or assets.
(f) Except as provided in this Section 16, the issuance by the
Bank of shares of stock of any class or securities convertible
into shares of stock of any class, shall not affect the
outstanding Options.
17. Change in Control
(a) Upon the occurrence of a Change in Control (as
hereinafter defined):
(1) All Options shall become immediately exercisable
in full for the remainder of their terms.
Grantees, other than Grantees who are subject to
Section 16 of the Exchange Act, shall have the
right to have the Bank purchase the Options as to
which no stock appreciation rights have been
granted for cash for a period of thirty days
following a Change in Control at the Acceleration
Price (as hereinafter defined). Such Options held
by Grantees who are subject to Section 16 of the
Exchange Act for which at least six months has
elapsed from the Grant Date of such Options at the
date of the Change in Control shall be
automatically purchased by the Bank at the
Acceleration Price upon a Change in Control, with
payment to be made within thirty days of such
Change in Control.
(2) All Stock Appreciation Rights shall become
immediately exercisable in full for cash at the
Acceleration Price, which shall be paid by the
Bank within a period of thirty days following a
Change in Control, provided that such Stock
Appreciation Rights held by Grantees who are
subject to Section 16 of the Exchange Act for
which at least six months has elapsed from the
Grant Date of such rights at the date of the
Change in Control shall be automatically purchased
by the Bank at the Acceleration Price upon a
thirty days of such Change in Control.
(b) (1) The "Acceleration Price" is the excess over the
Option Price of the highest of the following on
the date of a Change in Control:
(i) the highest reported sales price of the
Common Stock within the sixty days preceding
the date of the Change in Control, as
reported on any securities exchange or
quotation system upon which the Common Stock
is traded,
(ii) the highest price of the Common Stock
reported in a Form F-11 or an amendment
thereto as paid within the sixty days
preceding the date of the Change in Control,
(iii) the highest tender offer price paid for
the Common Stock, and
(iv) any cash merger or similar price.
(2) For Incentive Stock Options and Stock Appreciation
Rights granted with respect to Incentive Stock
Options, the Acceleration Price is limited to the
spread between the Fair Market Value on the date of
the purchase of such awards by the Bank and the
Option Price.
(c) A "Change in Control" is the occurrence of any one of
the following events:
(i) any Person (other than a Grantee, the Bank
or any trustee or other fiduciary holding
securities under an employee benefit plan of
the Bank (or of any subsidiary of the Bank))
is or becomes an "Acquiring Person";
(ii) less than eighty percent (80%) of the
total membership of the Board shall be
Continuing Directors; or
(iii) the shareholders of the Bank shall approve a
merger or consolidation of the Bank or a
plan of complete liquidation of the Bank or
an agreement for the sale or disposition by
the Bank of all or substantially all of the
Bank's assets to another Person, except in
any such case in a transaction in which
immediately after such merger, consolidation
or sale, exchange or transfer, the
shareholders of the Bank, in their
capacities as such and as a result thereof,
shall own at least 50 percent in voting
power of the then outstanding securities of
the Bank or of any surviving Person pursuant
to any such merger (or of its parent), the
consolidated corporation or business entity
in any such consolidation, or of the other
Person to which such sale, exchange or
transfer of assets is made.
(d) A "Change in Control" shall be deemed not to have occurred if (A)
such event is mandated or directed by a regulatory body having jurisdiction over
the Bank's operations; or (B) it occurs pursuant to the terms of a plan for the
acquisition of the capital stock of the Bank by a newly formed bank holding
company if, in the consummation of such plan, the shareholders of the Bank will
receive, pro rata, all of the Common Stock of such bank holding company; unless,
in such transaction, a Person satisfies subsection (c)(i), (ii) or (iii) above.
(e) For purposes of this Section 17:
(1) "Acquiring Person" shall mean any Person who is or
becomes a "beneficial owner" (as defined in
Rule 13d-3 of the Exchange Act) of securities of
the Bank representing twenty-five percent (25%) or
more of the combined voting power of the Bank's
then outstanding voting securities, unless such
Person has filed Form F-11A and all required
amendments thereto with respect to its holdings
and continues to hold such securities for
investment in a manner qualifying such Person to
utilize Form F-11A for reporting of ownership.
(2) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act
as in effect on the date
hereof.
(3) "Continuing Directors" shall mean any member of the
Board who was a member of the Board prior to the date
hereof, and any successor of a Continuing Director
while such successor is a member of the Board who is
not an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or
of any such Affiliate or Associate and is recommended
or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(4) "Person" shall mean any individual, corporation,
partnership, group, association or other "person", as
such term is used in Section 13(d) and 14(d) of the
Exchange Act.
18. Termination, Suspension or Modification of Plan
The Board may at any time terminate, suspend or modify the Plan, except
that the Board shall not, without the authorization of the holders of a majority
of the outstanding shares entitled to vote, effect any change (other than
through adjustment for changes in capitalization as hereinabove provided) which
(a) increases the aggregate number of shares for which Options may be granted;
(b) changes the class of employees eligible to be granted Options; (c) lowers
the minimum Option Price or otherwise materially increases the benefits accruing
to Grantees through awards under the Plan; (d) lengthens the period during which
a Stock Appreciation Right may be exercised; (e) increases the maximum amount a
Grantee may be paid upon the exercise of a Stock Appreciation Right; (f) renders
any member of the Committee eligible to receive an Option or Stock Appreciation
Right while serving thereon; (g) extends the effective period of the Plan; or
(h) removes the restrictions set forth in Section 4(c). No termination,
suspension or modification of the Plan shall adversely affect any right acquired
by any Grantee or any Successor under the terms of an Option or Stock
Appreciation Right granted before the date of such termination, suspension or
modification, unless such Grantee or Successor shall consent; but it shall be
conclusively presumed that any adjustment for changes in capitalization as
provided in Section 16 does not adversely affect any such right.
Upon the dissolution or liquidation of the Bank, the Plan shall
terminate, and all Options previously granted shall lapse on the date of such
dissolution or liquidation.
19. Application of Proceeds
The proceeds received by the Bank from the sale of its shares under the
Plan will be used for general corporate purposes.
20. Legal Restrictions
The Bank will not be obligated to issue shares of Common Stock or make
any payment if counsel to the Bank determines that such issuance or payment
would violate any law or regulation of any governmental authority or any
agreement between the Bank and any national securities exchange or quotations
system upon which the Common Stock is listed. In connection with any stock
issuance or transfer, the person acquiring the shares shall, if requested by the
Bank, give assurances satisfactory to counsel to the Bank regarding such matters
as the Bank may deem desirable to assure compliance with all legal requirements.
The Bank shall in no event be obliged to take any action in order to cause the
exercise of any Option.
21. Withholding Taxes
Each Grantee exercising an Option or Stock Appreciation Right as a
condition to such exercise shall pay to the Bank the amount, if any, required to
be withheld from distributions resulting from such exercise under applicable
Federal and State income tax laws and any portion of FICA that is due from
Grantee ("Withholding Taxes"). Such Withholding Taxes shall be payable as of the
date the payment is required from the Bank to the taxing authority. The
Committee may establish such procedures as it deems appropriate for the settling
of withholding obligations with shares of Common Stock, including, without
limitation, the establishment of such procedures as may be necessary to comply
with Rule 16b-3.
22. Governing Laws
This Plan and all rights thereunder shall be construed in accordance
with and governed by the laws of the State of Connecticut. The intent of this
Plan is to qualify for the exemption provided by Rule 16b-3 under the Exchange
Act. To the extent any provision of the Plan does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Committee and shall not affect the
validity of the Plan. In the event Rule 16b-3 is revised or replaced, the
Committee may exercise discretion to modify this Plan in any respect necessary
to satisfy the requirements of the revised exemption or its replacement.
23. Nonexclusivity of the Plan
Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Bank for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights otherwise than under the Plan.
* * *
This Plan was duly adopted and approved by the Board of Directors of
the Bank by resolution at a meeting held on the 23rd day of February, 1994 and
amended by the Board of Directors of the Bank by resolution at a meeting held on
the 25th day of January, 1995, and further amended by the Board of Directors of
the Bank by resolution at a meeting held on the 10th day of January, 1996.
/s/ Jere Dorney
-------------------------------
Corporate Secretary of the Bank
This Plan, as amended, was duly approved by the shareholders of the
Bank at a meeting of the shareholders held on the 24th day of April, 1996.
/s/ Jere Dorney
-------------------------------
Corporate Secretary of the Bank
Exhibit (4.1)(c)
AMENDMENT NO. 2 TO THE NORWALK SAVINGS SOCIETY
1994 EMPLOYEE STOCK OPTION PLAN
This Amendment No. 2 to the Norwalk Savings Society 1994 Employee Stock
Option Plan ("Amendment No. 2") dated as of October 1, 1997 is entered into by
and between Norwalk Savings Society, a Connecticut chartered stock savings bank,
with its main office located at 48 Wall Street, Norwalk, Connecticut (the
"Bank") and NSS Bancorp, Inc., a Connecticut stock corporation, with its main
office located at 48 Wall Street, Norwalk, Connecticut.
RECITALS
WHEREAS, the Board of Directors (the "Board") of the Bank initially
adopted the 1994 Director Stock Option Plan on February 23, 1994, as amended by
the Board on January 25, 1995, and on January 10, 1996 (collectively, the "Stock
Option Plan");
WHEREAS, the shareholders of the Bank initially approved the Plan at
the 1995 Annual Meeting of the Bank's Shareholders and approved an amendment to
the Stock Option Plan increasing the number of shares for which options may be
granted under the Stock Option Plan at the 1996 Annual Meeting of the Bank's
Shareholders;
WHEREAS, the Company has acquired all of the outstanding shares of the
Bank's common stock, par value $0.01 per share ("Bank Common Stock") in a
one-for-one-share exchange for the common stock of the Company, par value $0.01
per share ("Company Common Stock") pursuant to that certain Agreement and Plan
of Reorganization between the Company and the Bank dated May 20, 1997 (the "Plan
of Reorganization");
WHEREAS, Section 5 of the Plan of Reorganization provides that the
Company shall adopt and assume certain rights and obligations of the Bank under
the Stock Option Plan, including the substitution of Company Common Stock for
Bank Common Stock as the stock for which options may be granted under the Stock
Option Plan;
WHEREAS, the Plan of Reorganization provides that the holders of
options under the Stock Option Plan prior to the effective time of the Plan of
Reorganization will receive an option to purchase the same number of shares of
Company Common Stock at the same exercise price and in accordance with such
other terms and conditions as pertained to the options
outstanding under the Stock Option Plan prior to the Effective
Time; and
WHEREAS, the Company and the Bank have determined that it is
appropriate to enter into an agreement amending the Stock Option Plan.
NOW, THEREFORE, in consideration of the sum of one dollar ($1.00)
receipt of which is hereby acknowledged and the mutual promises and covenants
contained herein, the Bank and the Company agree as follows:
1. Definitions:
(a) The definition of "Board" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Board" means the Board of Directors of Norwalk Savings
Society and, if the context permits or requires, also means
the Board of Directors of NSS Bancorp, Inc.
(b) The definition of "Common Stock" contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Common Stock" means the Company's Common Stock par
value $0.01 per share.
(c) The definition of Committee contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Committee" means the Compensation and Benefits Committee of the Bank's
Board of Directors or any successor thereto.
(d) The following definition shall be included in Section 2
of the Stock Option Plan:
"Company" means NSS Bancorp, Inc.
(e) The definition of "Option Agreement" contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Option Agreement" means a written agreement in form to be approved by
the Committee to be entered into between and among the
Company, the Bank, and the Grantee of an Option, as provided
in Section 9 of the Stock Option Plan.
(f) The definition of "Subsidiary" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Subsidiary" means an entity of which, at the time such
subsidiary is to be determined, at least 50% of the total
combined voting power of all classes of stock of such entity
is held by the Company, the Bank, and its subsidiaries
(exclusive of the ownership by the entity whose subsidiary is
being determined).
2. Except as otherwise specifically provided in this
Amendment No. 2, references made to the "Bank" in Sections
5(a), 5(e), 11(d), 11(e), 11(i), 19, 20, 21 and 23 shall be
deemed to refer to the Company.
3. Except as otherwise specifically provided in Amendment
No. 2 all references made to the "Bank" in Sections 1, 4, 7, 9,
13, 14, 15, and 18 shall be deemed to refer both to the Bank and
to the Company.
4. Section 6(e) of the Stock Option Plan shall be deleted
in its entirety and the following shall be substituted in lieu
thereof:
(e) If the Committee, in its discretion, decides
to permit a Grantee who is an officer of the
Bank or the Company to elect to receive cash
in full or partial settlement of the exercise
of a Stock Appreciation Right, then the
following conditions must be met: (i) such
election shall be made during the period
beginning on the third business day following
the date of release for publication of
quarterly and annual summary statements of
sales and earnings of the Bank and ending on
the twelfth business day following such date,
unless a different period is specified in the
Exchange Act, or any rule promulgated
thereunder as in effect at the time of such
exercise, or any law, rule, regulation or
other provision that may hereafter replace
such law or rule, and (ii) the Bank and the
Company have collectively been subject to the
reporting requirements of Section 13 of the
Exchange Act for at least one year prior to
the date of said exercise and has filed all
reports and statements required to be filed
pursuant to that section during that period.
5. Section 10 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted in lieu
thereof:
The Option Price shall be fixed by the Committee and stated in
each Option Agreement and, except as set forth hereafter,
shall be not less than the greater of par value of 100% of the
Fair Market Value of a share of the Common Stock on the Grant
Date of the Option (as determined in good faith by the
Committee). The Option Price for Initial Officer Options shall
be not less than the greater of par value, $10 or 100% of the
Fair Market Value (as defined for this purpose) of a share of
Common Stock on the date such Initial Officer Options are
granted. Notwithstanding the foregoing, in the event the
Grantee would otherwise be ineligible to receive an Incentive
Stock Option by reason of the provisions of Sections 422(b)(6)
and 424(d) of the Code (relating to stock ownership of more
than 10%), the Option Price of an Option that is intended to
be an Incentive Stock Option shall be not less than the
greater of par value or 110% of the Fair Market Value of a
share of the Common Stock on the Grant Date of such Option.
Payment of the Option Price shall be made in cash or in such
other form as the Committee may approve, including shares of
Common Stock valued at Fair Market Value on the date of
exercise of the Option, or a combination of cash and/or such
other form of property, or, if authorized by the Committee's
regulations and accomplished in accordance therewith, by
delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to
the Company and Bank sale or loan proceeds sufficient to pay
the Option Price.
6. Section 16 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted in lieu
thereof:
16. Effect of Changes in Capitalization
(a) Changes in Common Stock. If the outstanding
shares of Common Stock are increased or decreased
or changed into or exchanged for a different number
or kind of shares or other securities of the
Company by reason of any recapitalization,
reclassification, stock split-up, combination of
distribution payable in capital stock, or other increase or
decrease in such shares effected without receipt of
consideration by the Company, occurring after the effective
date of the Plan, the number and kind of shares for the
purchase of which Options may be granted under Section 5(d) of
the Plan shall be adjusted proportionately and accordingly by
the Committee. In addition, the number and kind of shares for
which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate
interest of the holder of the Option immediately following
such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in
outstanding Options shall not change the aggregate Option
Price payable with respect to shares subject to the
unexercised portion of the Option outstanding but shall
include a corresponding proportionate adjustment in the Option
Price per share.
(b) Reorganization in Which the Company is the Surviving
Entity. Subject to Subsection (c) hereof, if the Company shall
be the surviving Company in any reorganization, merger, or
consolidation of the Company with one or more other entities,
any Option theretofore granted pursuant to the Plan shall
pertain to and apply to the securities to which a holder of
the number of shares of Common Stock subject to such Option
would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding
proportionate adjustment of the Option Price per share so that
the aggregate Option Price thereafter shall be the same as the
aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or
consolidation.
(c) Reorganization in Which the Company is Not the Surviving
Company or Sale of Assets or Stock. Upon the dissolution or
liquidation of the Company or the Bank, or upon a merger,
consolidation or reorganization of the Company with one or
more other entities in which the Company is not the surviving
entity, or upon a sale of all or substantially all of the
assets of the Company to another entity, or upon any
transaction approved by the Board of Directors of the Company
which results in any person or entity owning 80% or more
of the combined voting power of all classes of stock of the
Company, the Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in writing
in connection with such transaction for the continuation of
the Plan and/or the assumption of the Options theretofore
granted, or for the substitution for such Options of new
options or stock appreciation rights covering the stock of a
successor entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares
and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the
terms so provided. In the event of any such termination of the
Plan, each individual holding an Option shall have the right
(subject to the general limitations on exercise set forth in
Section 10 above and except as otherwise specifically provided
in the Option Agreement relating to such Option), immediately
prior to the occurrence of such termination and during the
period following the notice of termination described below to
exercise such Option in whole or in part, whether or not such
Option was otherwise vested and exercisable at the time such
notice of termination is given and without regard to any
installment limitation on exercise imposed pursuant to Section
10 above. The Committee shall send written notice of an event
that will result in such a termination to all individuals who
hold Options not later than the time at which the Company
gives notice thereof to its shareholders.
(d) Adjustments. Adjustments under this Section 14 related to
stock or securities of the Company shall be made by the
Committee whose determination in that respect shall be final,
binding, and conclusive. No fractional shares of Common Stock
or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.
(e) No Limitations on Company. The grant of an
Option pursuant to the Plan shall not affect or
limit in any way the right or power of the Company
or Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or
business structure or to merge, consolidate,
dissolve or liquidate, or to sell or transfer all
or any part of its business or assets.
Except as provided in this Section 16, the issuance by the
Company of shares of stock of any class or securities
convertible into shares of stock of any class, shall not
affect the outstanding Options.
7. Section 17 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted:
17. Change in Control.
(a) Upon the occurrence of a Change in Control (as
hereinafter defined):
(1) All Options shall become immediately
exercisable in full for the remainder of
their terms. Grantees, other than Grantees
who are subject to Section 16 of the Exchange
Act, shall have the right to have the Bank or
the Company purchase the Options as to which
no stock appreciation rights have been
granted for cash for a period of thirty days
following a Change in Control at the
Acceleration Price (as hereinafter defined).
Such Options held by Grantees who are subject to
Section 16 of the Exchange Act for which at least six
months has elapsed from the Grant Date of such
Options at the date of the Change in Control shall be
automatically purchased by the Bank at the
Acceleration Price upon a Change in Control, with
payment to be made within thirty days of such Change
in Control.
(2) All Stock Appreciation Rights shall become
immediately exercisable in full for cash at
the Acceleration Price, which shall be paid
by the Bank or the Company within a period of
thirty days following a Change in Control,
provided that such Stock Appreciation Rights
held by Grantees who are subject to Section
16 of the Exchange Act for which at least six
months has elapsed from the Grant Date of
such rights at the date of the Change in
Control shall be automatically purchased by
the Bank and if the Bank is unable to do so,
by the Company, at the Acceleration Price
upon a Change in Control, with payment to be
made within thirty days of such Change of Control.
(b) (1) The "Acceleration Price" is the excess over the
Option Price of the highest of the following on
the date of a Change in Control:
(i) the highest reported sales price of the
Common Stock within the sixty days preceding
the date of the Change in Control, as
reported on any securities exchange or
quotation system upon which the Common Stock
is traded,
(ii) the highest price of the Common Stock
reported in a Form 13D or an amendment
thereto as paid within the sixty (60) days
preceding the date of the Change in Control,
(iii) the highest tender offer price paid
for the Common Stock, and
(iv) any cash merger or similar price.
(2) For Incentive Stock Options and Stock Appreciation
Rights granted with respect to Incentive Stock
Options, the Acceleration Price is limited to the
spread between the Fair Market Value on the date of
the purchase of such awards and the Option Price.
(c) A "Change in Control" is the occurrence of any one of
the following events:
(i) any Person (other than a Grantee, the
Company, the Bank or any trustee or other
fiduciary holding securities under an
employee benefit plan of the Bank (or of any
subsidiary of the Bank)) is or becomes an
"Acquiring Person";
(ii) less than eighty percent (80%) of
the total membership of the Bank's or
the Company's Board shall be Continuing
Directors; or
(iii) the shareholders of the Company
shall approve a merger or consolidation
of the Company or a plan of complete
liquidation of the Company or an
agreement for the sale or disposition by the
Company of all or substantially all of the
Company's assets to another Person, except
in any such case in a transaction in which
immediately after such merger, consolidation
or sale, exchange or transfer, the
shareholders of the Company, in their
capacities as such and as a result thereof,
shall own at least 50 percent in voting
power of the then outstanding securities of
the Company or of any surviving Person
pursuant to any such merger (or of its
parent), the consolidated corporation or
business entity in any such consolidation,
or of the other Person to which such sale,
exchange or transfer of assets is made.
(d) A "Change in Control" shall be deemed not to have occurred if such
event is mandated or directed by a regulatory body having jurisdiction over the
Bank's or the Company's operations.
(e) For purposes of this Section 17:
(1) "Acquiring Person" shall mean any Person who
is or becomes a "beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act) of
securities of the Company representing
twenty-five percent (25%) or more of the
combined voting power of the Bank's then
outstanding voting securities, unless such
Person has filed Form 13G and all required
amendments thereto with respect to its
holdings and continues to hold such
securities for investment in a manner
qualifying such Person to utilize Form 13G
for reporting of ownership.
(2) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act
as in effect on the date hereof.
(3) "Continuing Directors" shall mean any member of the
Company's or Bank's Board of Directors who was a
member of either Board prior to the date hereof, and
any successor of a Continuing Director while such
successor is a
member of the Company's or Bank's Board of Directors
who is not an Acquiring Person or an Affiliate or
Associate of an Acquiring Person or of any such
Affiliate or Associate and is recommended or elected
to succeed the Continuing Director by a majority of
the Continuing Directors.
(4) "Person" shall mean any individual, corporation,
partnership, group, association or other "person", as
such term is used in Section 13(d) and 14(d) of the
Exchange Act.
8. Other Provisions to remain in Effect.
Except as expressly modified or amended by this Amendment No. 2, all of
the terms, covenants and conditions of the Stock Option Plan and all Options
previously granted thereunder are hereby ratified and confirmed, all to remain
in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the date first written above.
NORWALK SAVINGS SOCIETY
By: /s/ Robert T. Judson
Robert T. Judson
Its President
NSS BANCORP, INC.
By: /s/ Rorbert T. Judson
Robert T. Judson
Its President
Exhibit (4.2)(a)
NORWALK SAVINGS SOCIETY
1994 DIRECTOR STOCK OPTION PLAN
1. Purpose
The 1994 Director Stock Option Plan is designed to enable Non- Employee
Directors of Norwalk Savings Society to acquire or increase a proprietary
interest in the Bank, and thus to share in the future success of the Bank's
business. Accordingly, the Plan is intended as a further means, not only of
attracting and retaining outstanding Non-Employee Directors who are in a
position to make important and direct contributions to the success of the
Bank, but also of promoting a closer identity of interests between the Bank's
Non-Employee Directors and its shareholders.
2. Definitions
Whenever used herein, the following terms shall have the meanings set
forth below:
"Annual Options" shall have the meaning set forth in
Section 5(a)(iii) hereof.
"Bank" means Norwalk Savings Society.
"Board" means the Board of Directors of Norwalk Savings
Society.
"Chairman Options" shall have the meaning set forth in
Section 5(a)(ii) hereof.
"Code" means the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.
"Committee" means the entire Board with the exception of those
directors who are also officers and employees of the Bank.
"Common Stock" means the Bank's Common Stock, par value $.01
per share.
"Conversion Offering" means the offering for sale of up to 2,645,000
shares of the Bank's Common Stock upon its conversion from a
Connecticut-chartered mutual to a Connecticut-chartered capital stock
savings bank.
"Disability," as applied to a Grantee, shall have the meaning set forth
in Section 22(e)(3) of the Code.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" on any particular date means the last sales price
of a share of Common Stock on the NASDAQ National Market (or any
exchange on which the Common Stock is then traded) as reported for that
date by NASDAQ or, if no sales price is reported on that date, the mean
between the bid and asked quotations for the Common Stock on that date
as reported by NASDAQ; provided that if no such sales or quotations are
reported by NASDAQ for such date, the Fair Market Value of a share of
Common Stock on such date shall be the last sales price or, if not
available, the mean between the bid and asked quotations as reported by
NASDAQ for the first preceding date.
In the case of Initial Options (as defined below) granted on the
effective date of the Plan, "Fair Market Value" for purposes of
determining the Option Price shall be the Fair Market Value of the
Common Stock on the date the Plan is approved by the Bank's
Shareholders.
"Future Non-Employee Directors" means a Non-Employee Director who was
not a member of the Board at the time of adoption of the Plan by the
Board, as shown by his or her absence from Schedule A attached hereto
and made a part hereof.
"Future Options" shall have the meaning set forth in Section
5(a)(ii) hereof.
"Future Second Options" shall have the meaning set forth in Section
5(a)(ii) hereof.
"Grantee" means a Non-Employee Director of the Bank to whom an
Option is granted.
"Grant Date" as used with respect to a particular Option, means the
date on which such Option is granted pursuant to Section 5 of the Plan.
"Initial Options" shall have the meaning set forth in Section
5(a)(i) hereof.
"NASDAQ" means National Association of Securities Dealers
Automated Quotation System.
"Non-Employee Director" means a member of the Board who is not
an employee of the Bank or any Subsidiary.
"Option" means an option granted pursuant to the Plan, including
Initial Options, Future Options, Future Second Options, Chairman
Options and Annual Options to purchase, the number of shares of Common
Stock specified by this Plan which shall be a non-qualified stock
option not intended to qualify as incentive stock options under Section
422 of the Code.
"Option Agreement" means a written agreement in a form attached hereto
as Appendix A to be entered into by the Bank and the Grantee of an
Option, as provided in Section 8 hereof.
"Option Price" means the purchase price of each share of Common Stock
subject to an Option as set forth in Section 9.
"Plan" means the Bank's 1994 Director Stock Option Plan, as amended
from time to time.
"Retirement," as applied to a Non-Employee Director, shall mean when
the Non-Employee Director's term on the Board terminates upon reaching
the first day of the first month following the month in which the
Non-Employee Director attains the age of seventy-five years.
"Subsidiary" means an entity of which, at the time such subsidiary
status is to be determined, at least 50% of the total combined voting
power of all classes of stock of such entity is held by the Bank and
its Subsidiaries (exclusive of ownership by the entity whose subsidiary
status is being determined).
"Successor" means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to
exercise an Option by bequest or inheritance or by reason of the death
of the Grantee.
"Term" means the period during which an Option may be exercised as set
forth in the Option Agreement.
3. Effective Date and Duration of Plan
The Plan shall become effective on the day of the consummation of the
conversion of the Bank from a mutual to a stock form of organization (the
"Conversion Date") subject to approval of the Plan within one year of the
Conversion Date by the holders of a majority of the outstanding shares of Common
Stock present or represented and entitled to vote at a duly held meeting of the
Bank's shareholders; provided, however, that upon approval of the Plan by the
shareholders of the Bank as set forth above, all Options granted under the Plan
on or after the effective date shall be fully effective as if the shareholders
of the Bank had approved the Plan on the effective date. If the shareholders
fail to approve the Plan within one year of such effective date, any options
granted hereunder shall be null and void and of no effect.
Unless previously terminated by the Board of Directors or except as
otherwise provided for herein, the Plan shall terminate, as to any shares as to
which Options have not theretofore been granted, on the tenth anniversary of its
adoption by the Board of Directors.
4. Administration of the Plan
(a) General. The Plan shall be administered by the
Committee, which shall have full power and authority,
subject to the provisions of the Plan, to supervise
administration of the Plan and interpret the provisions
of the Plan and any Options granted hereunder. Any
decision by the Committee shall be final and binding on
all parties. No member of the Committee shall be liable
for any determination, decision or action made in good
faith with respect to the Plan or any Options under the
Plan. The Committee may delegate any of such
responsibilities to one or more agents and may retain
advisors to advise it. No Grantee shall participate in
the decision of any question relating exclusively to an
Option granted to that Grantee.
(b) Rules and Interpretation. The Committee shall be vested
with full authority to make such rules and regulations
as it deems necessary to administer the Plan and to
interpret and administer the provisions of the Plan in a
uniform manner. Any determination, decision or action
of the Committee in connection with the construction,
interpretation, administration or application of the
Plan shall be final, conclusive and binding on all
parties. The Committee's administrative functions shall
be ministerial in nature in view of the Plan's explicit
provisions, including those related to eligibility for,
timing, price and amount of Option grants.
5. Grant of Options: Number and Source of Shares Subject to the Plan
(a) (i) The initial grant of Options ("Initial Options")
under the Plan shall be made to Non-Employee
Directors who were serving on the Board on the date
of the adoption of the Plan by the Board on the
condition the Plan is approved by the Bank's
Shareholders in accordance with the following
formula: The number of shares subject to an
Initial Option shall equal 4,853 shares of Common
Stock plus an additional 3,640 shares of Common
Stock if such Non-Employee Director has served as a
member of the Board for a period of at least five
(5) years as of the date of the adoption of the
Plan by the Board, plus an additional 2,427 shares
of Common Stock shall be award to a Non-Employee
Director who has served for a period of three years
as Chairman of the Board as of the date of the
adoption of the Plan by the Board. Accordingly,
the number of shares of Common Stock granted under
the Initial Options in accordance with the
foregoing formula is set forth in Schedule A
attached hereto, subject to approval of the Plan by
the Bank's stockholders. The Initial Grants shall
become fully vested ratably over three years
beginning with the first anniversary of the
Conversion Date.
(ii) Subsequent grants of Options will be made to Future
Non-Employee Directors upon their appointment or
election as Non-Employee Directors and to any Non-
Employee Directors upon their fifth anniversary of
service as a member of the Board and/or their third
anniversary of service as Chairman of the Board.
The number of shares subject to such Options shall
be determined in accordance with the following
formula: Upon election or appointment to the
Board, each Future Director shall receive an Option
to purchase 4,853 shares of Common Stock ("Future
Options") and each Non-Employee Director shall
receive an Option to purchase 3,640 shares of
Common Stock upon the fifth anniversary of such
Non-Employee Director's service on the Board
("Future Second Options") and further shall receive
an Option to purchase 2,427 shares of Common Stock
upon the third anniversary of such Non-Employee
Director's service as Chairman of the Board
("Chairman Options"). Future Options, Future Second
Options and Chairman Options shall be awarded at the
Option Price on the Grant Date. Future Options,
Future Second Options and Chairman Options shall vest
ratably over three years beginning with the first
anniversary of their Grant Date. If, on any Grant
Date, the aggregate number of shares of Common Stock
subject to Option grants on that date exceeds the
remaining number of shares reserved for issuance
under the Plan, the number of Option shares awarded
to each Non-Employee Director to whom Options shall
be granted on such date shall be reduced pro rata so
that the aggregate number of Option shares awarded to
such Non-Employee Directors equals the number of
reserved shares of Common Stock remaining under the
Plan. All Options awarded shall be subject to
adjustment in accordance with Section 14. Any shares
of Common Stock to be delivered by the Bank upon the
exercise of Options shall, as determined by the Board
of Directors, be provided from Common Stock held in
the Bank's treasury which is not reserved for some
other purpose or from authorized and unissued Common
Stock which is not reserved for some other purpose.
(iii) Each Non-Employee Director shall receive
on the day following the first Annual
Meeting of Shareholders of the Bank in
1996 and on the day following each
Annual Meeting of Shareholders thereafter
an Option to purchase 1,000 shares of
Common Stock ("Annual Options"). Such
Annual Options shall be awarded at the
Option Price on the Grant Date and shall
be fully vested on the Grant Date and
exercisable in full at the expiration of
six months following the Grant Date.
(b) The Grant Date of an Option shall be, with respect to
the Initial Options, on the date hereof and with respect
to Future Options, Future Second Options and Chairman
Options shall be the date of the appointment or election
of Future Directors or such anniversary of service on
the Board or as Chairman of the Board as specified in
subparagraph (a)(ii) hereto, and with respect to Annual
Options shall be the day following the Annual Meeting of
Shareholders in the year at issue, without further
action by the Committee.
(c) In the event that any Option expires, lapses or
otherwise terminates prior to being fully exercised, any share
of Common Stock allocable to the unexercised portion of such
Option may again be made subject to an Option.
(d) Subject to adjustment as provided in Section 14 hereof,
the aggregate number of shares to be delivered under the
Plan shall not exceed 72,802 shares of Common Stock.
Shares subject to Initial Options granted under the Plan
shall be considered as shares purchased in the
Conversion Offering for the purpose of the insider
limitation on conversion share purchases provided in
Section 36-142m-12(g) of the Code of Connecticut
Regulations (the "Limitation"). The Limitation limits
Conversion Offering stock purchases by officers,
directors and their associates in the Conversion to not
more than 30% of the total number of shares offered in
the Conversion Offering. Any and all Initial Options
which may be granted to persons, purposefully or
inadvertently, in excess of the limitation shall
automatically be null and void, and not exercisable at
any time.
6. Persons Eligible to Receive Options
Options may be granted under the Plan to Non-Employee Directors.
7. Limitation on Annual Awards
The amount of Options which may be granted to any Grantee in any
calendar year is established pursuant to Section 5 above.
8. Option Agreement
(a) The Grantee of an Option shall execute an Option Agreement
with the Bank in the form attached hereto as Appendix A.
(b) Appropriate officers of the Bank are hereby authorized to
execute (by facsimile or manually affixed signature) and
deliver Option Agreements in the name of the Bank as directed
from time to time by the Committee.
9. Option Price
For the Initial Options, the Option Price shall be the greater of par
value, $10 or 100% of the Fair Market Value of a share of Common Stock on the
date the Plan is approved by the Bank's Shareholders. Subsequent grants shall be
the greater of par value or 100% of the Fair Market Value of a share of the
Common Stock on the Grant Date of the Option. Payment of the Option Price shall
be made in cash or in shares of Common Stock of the Bank valued at the Fair
Market Value on the date of exercise of the Option, or a combination of cash
and/or such other form of property.
10. Terms and Exercise of Options; Limitations on Exercise and
Transferability of Options
(a) Each Option granted under the Plan shall be exercisable only
during a Term commencing on its Grant Date and ending (unless
the Option shall have terminated earlier under other
provisions of the Plan) on the tenth anniversary of its Grant
Date.
(b) With the exception of Initial Options and Annual
Options, Options shall vest and become nonforfeitable
and shall become exercisable ratably on the first,
second and third anniversaries of the Grant Date.
Initial Options shall become fully vested on the
Conversion Date and shall become exercisable ratably on
the first, second and third anniversaries of the
Conversion Date. Annual Options shall become fully
vested on the Grant Date and shall be exercisable in
full at the expiration of six months following the Grant
Date.
(c) Notwithstanding the provisions of subparagraph (b) hereof, an
Option that has vested shall become fully exercisable upon the
occurrence of the Grantee's death or withdrawal from the Board
by reason of such Non- Employee Director's Retirement or
Disability.
(d) Subject to subparagraph (e) hereof, upon compliance by the
Grantee with such terms of exercise, the Bank shall promptly
deliver to the Grantee a certificate or certificates for the
shares purchased, without charge to the Grantee for any issue
or transfer tax.
(e) The Committee may postpone any exercise of an Option for such
time as the Committee may deem necessary, in order to permit
the Bank with reasonable diligence to determine that the
shares are qualified for delivery under such securities laws
and regulations as the Committee may deem to be applicable
thereto; and the Bank shall not be obligated by virtue of any
Option Agreement or any provision of the Plan to
recognize the exercise of an Option to sell or issue
shares in violation of any applicable law. Any such
postponement shall not extend the Term of an Option; and
neither the Bank nor its directors or officers shall have
any obligation or liability to the Grantee of an Option,
or to the Grantee's Successor, with respect to any
shares as to which the Option shall lapse because of such
postponement.
(f) All Options granted under the Plan shall not be
transferable other than by will or by the laws of
descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title
I of ERISA, or the rules thereunder, and may be
exercised during the lifetime of the Grantee only by the
Grantee or by the Grantee's guardian or legal
representative.
(g) Upon the exercise of an Option by the Grantee, the stock
certificate or certificates may, at the request of the
Grantee, be issued in the Grantee's name and the name of
another person as joint tenants with right of survivorship.
(h) A person electing to exercise an Option shall give written
notice, in such form as the Committee may require, of such
election to the Bank and shall tender to the Bank the full
Option Price of the shares of Common Stock for which the
election is made.
11. Exercise of Options by Grantee on Cessation of Serving as a Director
(a) Except as provided in Section 11(b) below, in the event
Grantee ceases to be a Non-Employee Director of the Bank
through voluntary resignation by the Grantee, or
involuntary removal with or without cause by the Bank,
all Options held by such Grantee shall lapse on the date
that is the earlier of (i) three months following such
resignation or removal, or (ii) the expiration date set
forth in such Option.
(b) In the event Grantee ceases to be a Non-Employee Director of
the Bank due to Retirement, death or Disability, all Options
held by such Grantee shall lapse on the date that is the
earlier of (i) one year after termination due to such causes
or (ii) on the expiration date set forth in such Option.
(c) No exercises may occur after expiration of the Term of
the Option.
12. Shareholders' Rights
No Grantee, and no beneficiary or other person claiming through a
Grantee, shall have any interest in any shares of Common Stock allocated for the
purposes of the Plan or subject to any Option until such shares of Common Stock
shall have been transferred to the Grantee or such person. Furthermore, the
existence of the Options shall not affect: the right or power of the Bank or its
stockholders to make adjustments, recapitalization, reorganizations or other
changes in the Bank's capital structure; the dissolution or liquidation of the
Bank, or sale or transfer of any party of its assets or business; or any other
corporate act, whether of a similar character or otherwise.
13. No Right to Serve as a Director
Nothing in the Plan or any instrument executed pursuant hereto shall
confer upon any Non-Employee Director any right to continue to serve as a
Non-Employee Director of the Bank nor shall anything in the Plan affect the
right of the Board to remove a Non-Employee Director from the Board, with or
without cause, in accordance with the Bank's Amended and Restated Articles of
Incorporation and Bylaws.
14. Effect of Changes in Capitalization
(a) Changes in Common Stock. If the outstanding shares of
Common Stock are increased or decreased or changed into
or exchanged for a different number or kind of shares or
other securities of the Bank by reason of any
recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock,
or other increase or decrease in such shares effected
without receipt of consideration by the Bank, occurring
after the effective date of the Plan, the number and
kind of shares for the purchase of which Options may be
granted under Section 5(d) of the Plan shall be adjusted
proportionately and accordingly by the Committee. In
addition, the number and kind of shares for which
Options are outstanding shall be adjusted
proportionately and accordingly so that the
proportionate interest of the holder of the Option
immediately following such event shall, to the extent
practicable, be the same as immediately prior to such
event. Any such adjustment in outstanding Options shall
not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the
Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.
(b) Reorganization in Which the Bank is the Surviving Bank.
Subject to Subsection (c) hereof, if the Bank shall be
the surviving bank in any reorganization, merger, or
consolidation of the Bank with one or more other banks, any
Option theretofore granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number
of shares of Common Stock subject to such Option would have
been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate
Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option
immediately prior to such reorganization, merger, or
consolidation.
(c) Reorganization in Which the Bank is Not the Surviving
Bank or Sale of Assets or Stock. Upon the dissolution
or liquidation of the Bank, or upon a merger,
consolidation or reorganization of the Bank with one or
more other banks in which the Bank is not the surviving
bank, or upon a sale of all or substantially all of the
assets of the Bank to another bank, or upon any
transaction approved by the Board which results in any
person or entity owning 80% or more of the combined
voting power of all classes of stock of the Bank, the
Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in
writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for
such Options of new options or stock appreciation rights
covering the stock of a successor bank, or a parent or
subsidiary thereof, with appropriate adjustments as to
the number and kinds of shares and exercise prices, in
which event the Plan and Options theretofore granted
shall continue in the manner and under the terms so
provided. In the event of any such termination of the
Plan, each individual holding an Option shall have the
right (subject to the general limitations on exercise
set forth in Section 10 above and except as otherwise
specifically provided in the Option Agreement relating
to such Option), immediately prior to the occurrence of
such termination and during the period following the
notice of termination described below to exercise such
Option in whole or in part, whether or not such Option
was otherwise vested and exercisable at the time such
notice of termination is given and without regard to any
installment limitation on exercise imposed pursuant to Section
10 above. The Committee shall send written notice of an event
that will result in such a termination to all individuals who
hold Options not later than the time at which the Bank gives
notice thereof to its shareholders.
(d) Adjustments. Adjustments under this Section 14 related
to stock or securities of the Bank shall be made by the
Committee whose determination in that respect shall be
final, binding, and conclusive. No fractional shares of
Common Stock or units of other securities shall be
issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the
nearest whole share or unit.
(e) No Limitations on Bank. The grant of an Option pursuant to the
Plan shall not affect or limit in any way the right or power
of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or
to sell or transfer all or any part of its business or assets.
(f) Except as provided in this Section 14, the issuance by the
Bank of shares of stock of any class or securities convertible
into shares of stock of any class, shall not affect the
outstanding Options.
15. Termination, Suspension or Modification of Plan
Subject to the limitation that the provisions of the Plan shall not be
amended more than once every six months other than to comport with changes in
the Code or regulations thereunder, the Board may at any time terminate, suspend
or modify the Plan, except that the Board shall not, without the authorization
of the holders of a majority of the outstanding shares entitled to vote, effect
any change (other than through adjustment for changes in capitalization as
hereinabove provided) which (a) increases the aggregate number of shares for
which Options may be granted; (b) changes the criteria for determining directors
eligible to participate in the Plan; (c) lowers the minimum Option Price or
otherwise materially increases the benefits accruing to Grantees through awards
under the Plan; or (d) extends the term of the Plan.
No termination, suspension or modification of the Plan shall adversely affect
any right acquired by any Grantee or any Successor under the terms of an Option
granted before the date of such termination, suspension or modification, unless
such Grantee or Successor shall consent; but it shall be conclusively presumed
that any adjustment for changes in capitalization as provided in Section 14 does
not adversely affect any such right.
Upon the dissolution or liquidation of the Bank, the Plan shall
terminate, and all Options previously granted shall lapse on the date of such
dissolution or liquidation.
16. Application of Proceeds
The proceeds received by the Bank from the sale of its shares under the
Plan will be used for general corporate purposes.
17. Legal Restrictions
The Bank will not be obligated to issue shares of Common Stock or make
any payment if counsel to the Bank determines that such issuance or payment
would violate any law or regulation of any governmental authority or any
agreement between the Bank and any national securities exchange or quotations
system upon which the Common Stock is listed. In connection with any stock
issuance or transfer, the person acquiring the shares shall, if requested by the
Bank, give assurances satisfactory to counsel to the Bank regarding such matters
as the Bank may deem desirable to assure compliance with all legal requirements.
The Bank shall in no event be obliged to take any action in order to cause the
exercise of any Option.
18. Withholding Taxes
The Bank may require any Grantee, as a condition of exercise of an
Option, to pay or reimburse any taxes which the Bank determines it is required
to withhold in connection with the grant or exercise of the Option.
19. Governing Laws
This Plan and all rights thereunder shall be construed in accordance
with and governed by the laws of the State of Connecticut.
20. Nonexclusivity of the Plan
Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Bank for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights otherwise than under the Plan.
* * *
This Plan was duly adopted and approved by the Board of Directors of
the Bank by resolution at a meeting held on the 23rd day of February, 1994, and
amended by the Board of Directors by resolution at a meeting held on the 25th
day of January, 1995.
/s/ Jeremiah T. Dorney
-------------------------------
Corporate Secretary of the Bank
This Plan, as amended, was duly approved by the shareholders of the
Bank at a meeting of the shareholders held on the 26th day of
April, 1995.
/s/ Jeremiah T. Dorney
-------------------------------
Corporate Secretary of the Bank
Exhibit (4.2)(b)
NORWALK SAVINGS SOCIETY
1994 DIRECTOR STOCK OPTION PLAN
AMENDED EFFECTIVE APRIL 24, 1996
1. Purpose
The 1994 Director Stock Option Plan is designed to enable Non- Employee
Directors of Norwalk Savings Society to acquire or increase a proprietary
interest in the Bank, and thus to share in the future success of the Bank's
business. Accordingly, the Plan is intended as a further means, not only of
attracting and retaining outstanding Non-Employee Directors who are in a
position to make important and direct contributions to the success of the
Bank, but also of promoting a closer identity of interests between the Bank's
Non-Employee Directors and its shareholders.
2. Definitions
Whenever used herein, the following terms shall have the meanings set
forth below:
"Annual Options" shall have the meaning set forth in
Section 5(a)(iii) hereof.
"Bank" means Norwalk Savings Society.
"Board" means the Board of Directors of Norwalk Savings
Society.
"Chairman Options" shall have the meaning set forth in
Section 5(a)(ii) hereof.
"Code" means the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.
"Committee" means the entire Board with the exception of those
directors who are also officers and employees of the Bank.
"Common Stock" means the Bank's Common Stock, par value $.01
per share.
"Conversion Offering" means the offering for sale of up to 2,645,000
shares of the Bank's Common Stock upon its conversion from a
Connecticut-chartered mutual to a Connecticut-chartered capital stock
savings bank.
"Disability," as applied to a Grantee, shall have the meaning set forth
in Section 22(e)(3) of the Code.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" on any particular date means the last sales price
of a share of Common Stock on the NASDAQ National Market (or any
exchange on which the Common Stock is then traded) as reported for that
date by NASDAQ or, if no sales price is reported on that date, the mean
between the bid and asked quotations for the Common Stock on that date
as reported by NASDAQ; provided that if no such sales or quotations are
reported by NASDAQ for such date, the Fair Market Value of a share of
Common Stock on such date shall be the last sales price or, if not
available, the mean between the bid and asked quotations as reported by
NASDAQ for the first preceding date.
In the case of Initial Options (as defined below) granted on the
effective date of the Plan, "Fair Market Value" for purposes of
determining the Option Price shall be the Fair Market Value of the
Common Stock on the date the Plan is approved by the Bank's
Shareholders.
"Future Non-Employee Directors" means a Non-Employee Director who was
not a member of the Board at the time of adoption of the Plan by the
Board, as shown by his or her absence from Schedule A attached hereto
and made a part hereof.
"Future Options" shall have the meaning set forth in Section
5(a)(ii) hereof.
"Future Second Options" shall have the meaning set forth in Section
5(a)(ii) hereof.
"Grantee" means a Non-Employee Director of the Bank to whom an
Option is granted.
"Grant Date" as used with respect to a particular Option, means the
date on which such Option is granted pursuant to Section 5 of the Plan.
"Initial Options" shall have the meaning set forth in Section
5(a)(i) hereof.
"NASDAQ" means National Association of Securities Dealers
Automated Quotation System.
"Non-Employee Director" means a member of the Board who is not
an employee of the Bank or any Subsidiary.
"Option" means an option granted pursuant to the Plan, including
Initial Options, Future Options, Future Second Options, Chairman
Options and Annual Options to purchase, the number of shares of Common
Stock specified by this Plan which shall be a non-qualified stock
option not intended to qualify as incentive stock options under Section
422 of the Code.
"Option Agreement" means a written agreement in a form attached hereto
as Appendix A to be entered into by the Bank and the Grantee of an
Option, as provided in Section 8 hereof.
"Option Price" means the purchase price of each share of Common Stock
subject to an Option as set forth in Section 9.
"Plan" means the Bank's 1994 Director Stock Option Plan, as amended
from time to time.
"Retirement," as applied to a Non-Employee Director, shall mean when
the Non-Employee Director's term on the Board terminates upon reaching
the first day of the first month following the month in which the
Non-Employee Director attains the age of seventy-five years.
"Subsidiary" means an entity of which, at the time such subsidiary
status is to be determined, at least 50% of the total combined voting
power of all classes of stock of such entity is held by the Bank and
its Subsidiaries (exclusive of ownership by the entity whose subsidiary
status is being determined).
"Successor" means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to
exercise an Option by bequest or inheritance or by reason of the death
of the Grantee.
"Term" means the period during which an Option may be exercised as set
forth in the Option Agreement.
3. Effective Date and Duration of Plan
The Plan shall become effective on the day of the consummation of the
conversion of the Bank from a mutual to a stock form of organization (the
"Conversion Date") subject to approval of the Plan within one year of the
Conversion Date by the holders of a majority of the outstanding shares of Common
Stock present or represented and entitled to vote at a duly held meeting of the
Bank's shareholders; provided, however, that upon approval of the Plan by the
shareholders of the Bank as set forth above, all Options granted under the Plan
on or after the effective date shall be fully effective as if the shareholders
of the Bank had approved the Plan on the effective date. If the shareholders
fail to approve the Plan within one year of such effective date, any options
granted hereunder shall be null and void and of no effect.
Unless previously terminated by the Board of Directors or except as
otherwise provided for herein, the Plan shall terminate, as to any shares as to
which Options have not theretofore been granted, on the tenth anniversary of its
adoption by the Board of Directors.
4. Administration of the Plan
(a) General. The Plan shall be administered by the
Committee, which shall have full power and authority,
subject to the provisions of the Plan, to supervise
administration of the Plan and interpret the provisions
of the Plan and any Options granted hereunder. Any
decision by the Committee shall be final and binding on
all parties. No member of the Committee shall be liable
for any determination, decision or action made in good
faith with respect to the Plan or any Options under the
Plan. The Committee may delegate any of such
responsibilities to one or more agents and may retain
advisors to advise it. No Grantee shall participate in
the decision of any question relating exclusively to an
Option granted to that Grantee.
(b) Rules and Interpretation. The Committee shall be vested
with full authority to make such rules and regulations
as it deems necessary to administer the Plan and to
interpret and administer the provisions of the Plan in a
uniform manner. Any determination, decision or action
of the Committee in connection with the construction,
interpretation, administration or application of the
Plan shall be final, conclusive and binding on all
parties. The Committee's administrative functions shall
be ministerial in nature in view of the Plan's explicit
provisions, including those related to eligibility for,
timing, price and amount of Option grants.
5. Grant of Options: Number and Source of Shares Subject to the Plan
(a) (i) The initial grant of Options ("Initial Options")
under the Plan shall be made to Non-Employee
Directors who were serving on the Board on the date
of the adoption of the Plan by the Board on the
condition the Plan is approved by the Bank's
Shareholders in accordance with the following
formula: The number of shares subject to an
Initial Option shall equal 4,853 shares of Common
Stock plus an additional 3,640 shares of Common
Stock if such Non-Employee Director has served as a
member of the Board for a period of at least five
(5) years as of the date of the adoption of the
Plan by the Board, plus an additional 2,427 shares
of Common Stock shall be award to a Non-Employee
Director who has served for a period of three years
as Chairman of the Board as of the date of the
adoption of the Plan by the Board. Accordingly,
the number of shares of Common Stock granted under
the Initial Options in accordance with the
foregoing formula is set forth in Schedule A
attached hereto, subject to approval of the Plan by
the Bank's stockholders. The Initial Grants shall
become fully vested ratably over three years
beginning with the first anniversary of the
Conversion Date.
(ii) Subsequent grants of Options will be made to Future
Non-Employee Directors upon their appointment or
election as Non-Employee Directors and to any Non-
Employee Directors upon their fifth anniversary of
service as a member of the Board and/or their third
anniversary of service as Chairman of the Board.
The number of shares subject to such Options shall
be determined in accordance with the following
formula: Upon election or appointment to the
Board, each Future Director shall receive an Option
to purchase 4,853 shares of Common Stock ("Future
Options") and each Non-Employee Director shall
receive an Option to purchase 3,640 shares of
Common Stock upon the fifth anniversary of such
Non-Employee Director's service on the Board
("Future Second Options") and further shall receive
an Option to purchase 2,427 shares of Common Stock
upon the third anniversary of such Non-Employee
Director's service as Chairman of the Board
("Chairman Options"). Future Options, Future
Second Options and Chairman Options shall be awarded
at the Option Price on the Grant Date. Future
Options, Future Second Options and Chairman Options
shall vest ratably over three years beginning with
the first anniversary of their Grant Date. If, on any
Grant Date, the aggregate number of shares of Common
Stock subject to Option grants on that date exceeds
the remaining number of shares reserved for issuance
under the Plan, the number of Option shares awarded
to each Non-Employee Director to whom Options shall
be granted on such date shall be reduced pro rata so
that the aggregate number of Option shares awarded to
such Non-Employee Directors equals the number of
reserved shares of Common Stock remaining under the
Plan. All Options awarded shall be subject to
adjustment in accordance with Section 14. Any shares
of Common Stock to be delivered by the Bank upon the
exercise of Options shall, as determined by the Board
of Directors, be provided from Common Stock held in
the Bank's treasury which is not reserved for some
other purpose or from authorized and unissued Common
Stock which is not reserved for some other purpose.
(iii) Each Non-Employee Director shall receive
on the day following the Annual
Meeting of Shareholders of the Bank in
1996 and on the day following each
Annual Meeting of Shareholders thereafter
an Option to purchase 2,000 shares of
Common Stock ("Annual Options"). Such
Annual Options shall be awarded at the
Option Price on the Grant Date and shall
be fully vested on the Grant Date and
exercisable in full at the expiration of
six months following the Grant Date.
(b) The Grant Date of an Option shall be, with respect to
the Initial Options, on the date hereof and with respect
to Future Options, Future Second Options and Chairman
Options shall be the date of the appointment or election
of Future Directors or such anniversary of service on
the Board or as Chairman of the Board as specified in
subparagraph (a)(ii) hereto, and with respect to Annual
Options shall be the day following the Annual Meeting of
Shareholders in the year at issue, without further
action by the Committee.
(c) In the event that any Option expires, lapses or
otherwise terminates prior to being fully exercised, any share
of Common Stock allocable to the unexercised portion of such
Option may again be made subject to an Option.
(d) Subject to adjustment as provided in Section 14 hereof,
the aggregate number of shares to be delivered under the
Plan shall not exceed 122,802 shares of Common Stock.
Shares subject to Initial Options granted under the Plan
shall be considered as shares purchased in the
Conversion Offering for the purpose of the insider
limitation on conversion share purchases provided in
Section 36-142m-12(g) of the Code of Connecticut
Regulations (the "Limitation"). The Limitation limits
Conversion Offering stock purchases by officers,
directors and their associates in the Conversion to not
more than 30% of the total number of shares offered in
the Conversion Offering. Any and all Initial Options
which may be granted to persons, purposefully or
inadvertently, in excess of the limitation shall
automatically be null and void, and not exercisable at
any time.
6. Persons Eligible to Receive Options
Options may be granted under the Plan to Non-Employee Directors.
7. Limitation on Annual Awards
The amount of Options which may be granted to any Grantee in any
calendar year is established pursuant to Section 5 above.
8. Option Agreement
(a) The Grantee of an Option shall execute an Option Agreement
with the Bank in the form attached hereto as Appendix A.
(b) Appropriate officers of the Bank are hereby authorized to
execute (by facsimile or manually affixed signature) and
deliver Option Agreements in the name of the Bank as directed
from time to time by the Committee.
9. Option Price
For the Initial Options, the Option Price shall be the greater of par
value, $10 or 100% of the Fair Market Value of a share of Common Stock on the
date the Plan is approved by the Bank's Shareholders. Subsequent grants shall be
the greater of par value or 100% of the Fair Market Value of a share of the
Common Stock on the Grant Date of the Option. Payment of the Option Price shall
be made in cash or in shares of Common Stock of the Bank valued at the Fair
Market Value on the date of exercise of the Option, or a combination of cash
and/or such other form of property.
10. Terms and Exercise of Options; Limitations on Exercise and
Transferability of Options
(a) Each Option granted under the Plan shall be exercisable only
during a Term commencing on its Grant Date and ending (unless
the Option shall have terminated earlier under other
provisions of the Plan) on the tenth anniversary of its Grant
Date.
(b) With the exception of Initial Options and Annual
Options, Options shall vest and become nonforfeitable
and shall become exercisable ratably on the first,
second and third anniversaries of the Grant Date.
Initial Options shall become fully vested on the
Conversion Date and shall become exercisable ratably on
the first, second and third anniversaries of the
Conversion Date. Annual Options shall become fully
vested on the Grant Date and shall be exercisable in
full at the expiration of six months following the Grant
Date.
(c) Notwithstanding the provisions of subparagraph (b) hereof, an
Option that has vested shall become fully exercisable upon the
occurrence of the Grantee's death or withdrawal from the Board
by reason of such Non- Employee Director's Retirement or
Disability.
(d) Subject to subparagraph (e) hereof, upon compliance by the
Grantee with such terms of exercise, the Bank shall promptly
deliver to the Grantee a certificate or certificates for the
shares purchased, without charge to the Grantee for any issue
or transfer tax.
(e) The Committee may postpone any exercise of an Option for such
time as the Committee may deem necessary, in order to permit
the Bank with reasonable diligence to determine that the
shares are qualified for delivery under such securities laws
and regulations as the Committee may deem to be applicable
thereto; and the Bank shall not be obligated by virtue of any
Option Agreement or any provision of the Plan to recognize the
exercise of an Option to sell or issue shares in violation of
any applicable law. Any such postponement shall not extend the
Term of an Option; and neither the Bank nor its directors or
officers shall have any obligation or liability to the Grantee
of an Option, or to the Grantee's Successor, with respect to
any shares as to which the Option shall lapse because of such
postponement.
(f) All Options granted under the Plan shall not be
transferable other than by will or by the laws of
descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title
I of ERISA, or the rules thereunder, and may be
exercised during the lifetime of the Grantee only by the
Grantee or by the Grantee's guardian or legal
representative.
(g) Upon the exercise of an Option by the Grantee, the stock
certificate or certificates may, at the request of the
Grantee, be issued in the Grantee's name and the name of
another person as joint tenants with right of survivorship.
(h) A person electing to exercise an Option shall give written
notice, in such form as the Committee may require, of such
election to the Bank and shall tender to the Bank the full
Option Price of the shares of Common Stock for which the
election is made.
11. Exercise of Options by
Grantee on Cessation of Serving as a Director
(a) Except as provided in Section 11(b) below, in the event
Grantee ceases to be a Non-Employee Director of the Bank
through voluntary resignation by the Grantee, or
involuntary removal with or without cause by the Bank,
all Options held by such Grantee shall lapse on the date
that is the earlier of (i) three months following such
resignation or removal, or (ii) the expiration date set
forth in such Option.
(b) In the event Grantee ceases to be a Non-Employee Director of
the Bank due to Retirement, death or Disability, all Options
held by such Grantee shall lapse on the date that is the
earlier of (i) one year after termination due to such causes
or (ii) on the expiration date set forth in such Option.
(c) No exercises may occur after expiration of the Term of
the Option.
12. Shareholders' Rights
No Grantee, and no beneficiary or other person claiming through a
Grantee, shall have any interest in any shares of Common Stock allocated for the
purposes of the Plan or subject to any Option until such shares of Common Stock
shall have been transferred to the Grantee or such person. Furthermore, the
existence of the Options shall not affect: the right or power of the Bank or its
stockholders to make adjustments, recapitalization, reorganizations or other
changes in the Bank's capital structure; the dissolution or liquidation of the
Bank, or sale or transfer of any party of its assets or business; or any other
corporate act, whether of a similar character or otherwise.
13. No Right to Serve as a Director
Nothing in the Plan or any instrument executed pursuant hereto shall
confer upon any Non-Employee Director any right to continue to serve as a
Non-Employee Director of the Bank nor shall anything in the Plan affect the
right of the Board to remove a Non-Employee Director from the Board, with or
without cause, in accordance with the Bank's Amended and Restated Articles of
Incorporation and Bylaws.
14. Effect of Changes in Capitalization
(a) Changes in Common Stock. If the outstanding shares of
Common Stock are increased or decreased or changed into
or exchanged for a different number or kind of shares or
other securities of the Bank by reason of any
recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock,
or other increase or decrease in such shares effected
without receipt of consideration by the Bank, occurring
after the effective date of the Plan, the number and
kind of shares for the purchase of which Options may be
granted under Section 5(d) of the Plan shall be adjusted
proportionately and accordingly by the Committee. In
addition, the number and kind of shares for which
Options are outstanding shall be adjusted
proportionately and accordingly so that the
proportionate interest of the holder of the Option
immediately following such event shall, to the extent
practicable, be the same as immediately prior to such
event. Any such adjustment in outstanding Options shall
not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the
Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.
(b) Reorganization in Which the Bank is the Surviving Bank.
Subject to Subsection (c) hereof, if the Bank shall be
the surviving bank in any reorganization, merger, or
consolidation of the Bank with one or more other banks, any
Option theretofore granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number
of shares of Common Stock subject to such Option would have
been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate
Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option
immediately prior to such reorganization, merger, or
consolidation.
(c) Reorganization in Which the Bank is Not the Surviving
Bank or Sale of Assets or Stock. Upon the dissolution
or liquidation of the Bank, or upon a merger,
consolidation or reorganization of the Bank with one or
more other banks in which the Bank is not the surviving
bank, or upon a sale of all or substantially all of the
assets of the Bank to another bank, or upon any
transaction approved by the Board which results in any
person or entity owning 80% or more of the combined
voting power of all classes of stock of the Bank, the
Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in
writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for
such Options of new options or stock appreciation rights
covering the stock of a successor bank, or a parent or
subsidiary thereof, with appropriate adjustments as to
the number and kinds of shares and exercise prices, in
which event the Plan and Options theretofore granted
shall continue in the manner and under the terms so
provided. In the event of any such termination of the
Plan, each individual holding an Option shall have the
right (subject to the general limitations on exercise
set forth in Section 10 above and except as otherwise
specifically provided in the Option Agreement relating
to such Option), immediately prior to the occurrence of
such termination and during the period following the
notice of termination described below to exercise such
Option in whole or in part, whether or not such Option
was otherwise vested and exercisable at the time such
notice of termination is given and without regard to any
installment limitation on exercise imposed pursuant to Section
10 above. The Committee shall send written notice of an event
that will result in such a termination to all individuals who
hold Options not later than the time at which the Bank gives
notice thereof to its shareholders.
(d) Adjustments. Adjustments under this Section 14 related
to stock or securities of the Bank shall be made by the
Committee whose determination in that respect shall be
final, binding, and conclusive. No fractional shares of
Common Stock or units of other securities shall be
issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the
nearest whole share or unit.
(e) No Limitations on Bank. The grant of an Option pursuant to the
Plan shall not affect or limit in any way the right or power
of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or
to sell or transfer all or any part of its business or assets.
(f) Except as provided in this Section 14, the issuance by the
Bank of shares of stock of any class or securities convertible
into shares of stock of any class, shall not affect the
outstanding Options.
15. Termination, Suspension or Modification of Plan
Subject to the limitation that the provisions of the Plan shall not be
amended more than once every six months other than to comport with changes in
the Code or regulations thereunder, the Board may at any time terminate, suspend
or modify the Plan, except that the Board shall not, without the authorization
of the holders of a majority of the outstanding shares entitled to vote, effect
any change (other than through adjustment for changes in capitalization as
hereinabove provided) which (a) increases the aggregate number of shares for
which Options may be granted; (b) changes the criteria for determining directors
eligible to participate in the Plan; (c) lowers the minimum Option Price or
otherwise materially increases the benefits accruing to Grantees through awards
under the Plan; or (d) extends the term of the Plan.
No termination, suspension or modification of the Plan shall adversely affect
any right acquired by any Grantee or any Successor under the terms of an Option
granted before the date of such termination, suspension or modification, unless
such Grantee or Successor shall consent; but it shall be conclusively presumed
that any adjustment for changes in capitalization as provided in Section 14 does
not adversely affect any such right.
Upon the dissolution or liquidation of the Bank, the Plan shall
terminate, and all Options previously granted shall lapse on the date of such
dissolution or liquidation.
16. Application of Proceeds
The proceeds received by the Bank from the sale of its shares under the
Plan will be used for general corporate purposes.
17. Legal Restrictions
The Bank will not be obligated to issue shares of Common Stock or make
any payment if counsel to the Bank determines that such issuance or payment
would violate any law or regulation of any governmental authority or any
agreement between the Bank and any national securities exchange or quotations
system upon which the Common Stock is listed. In connection with any stock
issuance or transfer, the person acquiring the shares shall, if requested by the
Bank, give assurances satisfactory to counsel to the Bank regarding such matters
as the Bank may deem desirable to assure compliance with all legal requirements.
The Bank shall in no event be obliged to take any action in order to cause the
exercise of any Option.
18. Withholding Taxes
The Bank may require any Grantee, as a condition of exercise of an
Option, to pay or reimburse any taxes which the Bank determines it is required
to withhold in connection with the grant or exercise of the Option.
19. Governing Laws
This Plan and all rights thereunder shall be construed in accordance
with and governed by the laws of the State of Connecticut.
20. Nonexclusivity of the Plan
Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Bank for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights otherwise than under the Plan.
* * *
This Plan was duly adopted and approved by the Board of Directors of
the Bank by resolution at a meeting held on the 23rd day of February, 1994, and
amended by the Board of Directors by resolution at a meeting held on the 25th
day of January, 1995, and further amended by the Board of Directors of the Bank
by resolution at a meeting held on the 10th day of January, 1996.
/s/ Jere Dorney
-------------------------------
Corporate Secretary of the Bank
This Plan, as amended, was duly approved by the shareholders of the
Bank at a meeting of the shareholders held on the 24th day of
April, 1996.
/s/ Jere Dorney
-------------------------------
Corporate Secretary of the Bank
Exhibit (4.2)(c)
AMENDMENT NO. 2 TO THE NORWALK SAVINGS SOCIETY
1994 DIRECTOR STOCK OPTION PLAN
This Amendment No. 2 to the Norwalk Savings Society 1994 Director Stock
Option Plan ("Amendment No. 2") dated as of October 1, 1997 is entered in by and
between Norwalk Savings Society, a Connecticut chartered stock savings bank with
its main office located at 48 Wall Street, Norwalk, Connecticut (the "Bank") and
NSS Bancorp, Inc., a Connecticut stock corporation, with its main office located
at 48 Wall Street, Norwalk, Connecticut.
RECITALS
WHEREAS, the Board of Directors (the "Board") of the Bank initially
adopted the Norwalk Savings Society 1994 Director Stock Option Plan on February
23, 1994, as amended on January 25, 1995, and as further amended by the Board on
January 10, 1996 (the
"Stock Option Plan");
WHEREAS, the shareholders of the Bank initially approved the Plan at
the 1995 Annual Meeting of the Bank's Shareholders and, at the 1996 Annual
Meeting of the Bank's Shareholders, approved an amendment to the Plan increasing
the number of shares for which options may be granted under the Stock Option
Plan;
WHEREAS, the Company has acquired all of the Bank's common stock, par
value $0.01 per share ("Bank Common Stock") in a one-for-one-share exchange for
the Company's Common Stock, par value $0.01 per share ("Company Common Stock");
WHEREAS, Section 5 of the Plan of Reorganization provides that the
Company shall adopt and assume certain rights and obligations of the Bank under
the Plan, including the substitution of Common Stock for Bank Common Stock as
the stock for which options may be granted under the Stock Option Plan;
WHEREAS, the Plan of Reorganization provides that holders of options
under the Stock Option Plan prior to the effective time will receive an option
to purchase the same number of shares of Company Common Stock at the same
exercise price and in accordance
with such other terms and conditions as pertained to the options outstanding
under the Stock Option Plan prior to the Effective Time; and
WHEREAS, the Company and the Bank have determined that it is
appropriate to enter into an agreement amending the Stock Option Plan.
NOW, THEREFORE, in consideration of the sum of one dollar
($1.00) receipt of which is hereby acknowledged and the mutual
promises and covenants contained herein, the Bank and the Company
agree as follows:
1. Definitions:
(a) The definition of "Board" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Board" means the Board of Directors of Norwalk Savings
Society and, if the context so requires, the Board of
Directors of NSS Bancorp, Inc.
(b) The definition of "Common Stock" contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Common Stock" means the Company's Common Stock, par value
$0.01 per share."
(c) The following definition shall be added to Section 2 of
the Stock Option Plan:
"Company" means NSS Bancorp, Inc.
(d) The definition of "Non-Employee Director" shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:
"Non-Employee Director" means a member of the Board
who is not an employee of the Company, the Bank, or
their respective subsidiaries.
(e) The definition of "Option Agreement" contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Option Agreement" means a written agreement in a form
attached hereto as Appendix A" to be entered into by the
Company, the Bank and the Grantee of an Option, as provided in
Section 8 hereof.
(f) The definition of "Subsidiary" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"Subsidiary" means an entity of which, at the time such
subsidiary is to be determined, at least 50% of the total
combined voting power of all classes of stock of such entity
is held by the Company, the Bank, or their respective
subsidiaries (exclusive of the
ownership by the entity whose subsidiary is being
determined).
(g) The definition of "Retirement" contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and all references thereto shall
have the meaning derived from the common usage and understanding of such word.
2. Section 11(a) of the Stock Option Plan is deleted in
its entirety and the following shall be substituted in lieu
thereof:
(a) Except as provided in Section 11(b) below, in the event
Grantee ceases to be a Non-Employee Director through voluntary
resignation by the Grantee, or involuntary removal with or
without cause by the Company or the Bank, all options held by
such Grantee shall lapse on the date that is the earlier of
(i) three months following such resignation or removal or (ii)
the expiration date set forth in such option.
3. Except as otherwise specifically provided for in this
Amendment No. 2, all references made to the "Bank" in Sections
5(a)(ii), 10(d), 10(e), 10(h), 16, 17, and 18, shall be deemed to
refer to the Company.
4. Except as otherwise specifically referred to in
Amendment No. 2 all references made to the "Bank" in Sections
1, 8, 12, 13, 15, and 20 shall be deemed to refer both to the
Bank and the Company.
5. Amendment to Section 14 of Stock Option Plan.
Section 14 of the Stock Option Plan shall be deleted in its entirety
and the following shall be substituted in lieu thereof:
14. Effect of Changes in Capitalization
(a) Changes in Common Stock. If the outstanding shares of
Common Stock are increased or decreased or changed into or
exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization,
reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution
payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the
Company, occurring after the effective date of the Plan, the
number and kind of shares for the purchase of which Options
may be granted under Section 5(d) of the Plan
shall be adjusted proportionately and accordingly by the
Committee. In addition, the number and kind of shares for
which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate
interest of the holder of the Option immediately following
such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in
outstanding Options shall not change the aggregate Option
Price payable with respect to shares subject to the
unexercised portion of the Option outstanding but shall
include a corresponding proportionate adjustment in the Option
Price per share.
(b) Reorganization in Which the Company is the Surviving
Entity. Subject to Subsection (c) hereof, if the Company shall
be the surviving entity in any reorganization, merger, or
consolidation of the Company with one or more other entities,
any Option theretofore granted pursuant to the Plan shall
pertain to and apply to the securities to which a holder of
the number of shares of Common Stock subject to such Option
would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding
proportionate adjustment of the Option Price per share so that
the aggregate Option Price thereafter shall be the same as the
aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or
consolidation.
(c) Reorganization in Which the Company is Not the Surviving
Company or Sale of Assets or Stock. Upon the dissolution or
liquidation of the Bank, or upon a merger, consolidation or
reorganization of the Company with one or more other entities
in which the Company is not the surviving entity, or upon a
sale of all or substantially all of the assets of the Company
to another entity, or upon any transaction approved by the
Board which results in any person or entity owning 80% or more
of the combined voting power of all classes of stock of the
Company, the Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in writing
in connection with such transaction for the continuation of
the Plan and/or the assumption of the Options theretofore
granted, or for the substitution for such Options of new
options or stock appreciation rights covering the stock of a
successor entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares
and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the
terms so provided. In the event of any such termination of
the Plan, each individual holding an Option shall have
the right (subject to the general limitations on
exercise set forth in Section 10 above and except as
otherwise specifically provided in the Option
Agreement relating to such Option), immediately prior to the
occurrence of such termination and during the period following
the notice of termination described below to exercise such
Option in whole or in part, whether or not such Option was
otherwise vested and exercisable at the time such notice of
termination is given and without regard to any installment
limitation on exercise imposed pursuant to Section 10 above.
The Committee shall send written notice of an event that will
result in such a termination to all individuals who hold
Options not later than the time at which the Company gives
notice thereof to its shareholders.
(d) Adjustments. Adjustments under this Section 14 related to
stock or securities of the Company shall be made by the
Committee whose determination in that respect shall be final,
binding, and conclusive. No fractional shares of Common Stock
or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.
(e) No Limitations on Company. The grant of an Option pursuant
to the Plan shall not affect or limit in any way the right or
power of the Company or Bank to make adjustments,
reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve or
liquidate, or to sell or transfer all or any part of its
business or assets.
(f) Except as provided in this Section 14, the issuance by the
Company of shares of stock of any class or securities
convertible into shares of stock of any class, shall not
affect the outstanding Options.
6. Other Provisions to remain in Effect.
Except as expressly modified or amended by this Amendment, all of the
terms, covenants and conditions of the Agreement and all Options granted
hereunder are hereby ratified and confirmed, all to remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment No. 2 as of the date first written above.
NORWALK SAVINGS SOCIETY
By: /s/ Robert T. Judson
Robert T. Judson
Its President
NSS BANCORP, INC.
By: /s/ Robert T. Judson
Robert T. Judson
Its President
Exhibit (4.3)(a)
NORWALK SAVINGS SOCIETY
1995 EXECUTIVE INCENTIVE PLAN
1. Purposes.
The purposes of the Norwalk Savings Society 1995 Executive Incentive
Plan (the "Plan") are to promote the interests of Norwalk Savings Society (the
"Bank") and its shareholders by attracting, retaining and stimulating the
performance of selected employees, giving such employees the opportunity to
acquire a proprietary interest in the Bank's business and an increased personal
interest in its continued success and progress.
2. Definitions.
Unless the context clearly indicates otherwise, the following terms
have the meanings set forth below.
"Board of Directors" or "Board" means the Board of Directors
of the Bank.
"Business Day" shall mean any day except Saturday, Sunday or a legal
holiday in the State of Connecticut.
"Change in Control" shall have the meaning set forth in
Section 12 of the Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation and Benefits Committee of three or
more members appointed by the Board of Directors and selected from
those directors who are not employees of the Bank, its parent or a
subsidiary, as defined in Section 424(e) and (f) of the Code. Members
of the Committee shall be "disinterested persons" within the meaning of
Rule 16b-3 under the 1934 Act, or any law, regulation or other
provision that may hereafter replace such Rule. Such members shall not
be eligible to receive awards under the Plan. The Board may at any time
and from time to time remove any member of the Committee, with or
without cause, appoint additional members to the Committee and fill
vacancies, however caused, in the Committee. A majority of the members
of the Committee shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. Any decision or
determination of the Committee reduced to writing and signed by all of
the members of the Committee shall be fully as effective as if it had
been made at a meeting duly called and held.
"Common Stock" means the common stock of Norwalk Savings Society, $.01
par value.
"Deferred Award Account" shall have the meaning set forth in Section 9
hereof.
"Disability", as applied to a Grantee, shall have the meaning
set forth in Section 22(e)(3) of the Code.
"Fair Market Value" of a share of Common Stock on any particular date
means the last sales price of a share of Common Stock on the NASDAQ
Stock Market (or any exchange on which the Common Stock is then traded)
as reported for that date by NASDAQ or, if no sales price is reported
for that date, the mean between the bid and asked quotations or, if
available, the high and low sales prices for the Common Stock on that
date as reported by NASDAQ; provided, however, that (i) if no such
sales or quotations are reported by NASDAQ for such date, or (ii) if,
in the opinion of the Committee, sales of Common Stock on such date
were insufficient to constitute a representative market, the Fair
Market Value of a share of Common Stock on such date shall be the last
sales price or, if no sales price is reported for that date, the mean
between the bid and asked quotations or, if available, the high and low
sales prices as reported by NASDAQ for the first preceding Business Day
to which clause (ii) does not apply.
"Grant Date", as used with respect to a particular award, means the
date on which such award is granted by the Committee pursuant to the
Plan.
"Grantee" means the individual to whom an award is granted
pursuant to the Plan.
"Involuntary Termination without Cause" means a termination of a
Grantee's employment with the Bank for any reason other than a
termination for "cause" which means (i) the Grantee's conviction by any
trial court of any crime involving fraud, embezzlement, theft or
dishonesty; (ii) serious willful misconduct by the Grantee, including
personal dishonesty in connection with Bank business or customers;
(iii) any material breach by the Grantee of his or her employment
agreement with the Bank, if any, or any employment policies of the
Bank; or (iv) if the Bank's regulatory authorities issue an order
removing the Grantee from his or her positions at the Bank, or if such
regulatory authorities inform the Board that continuation of the
Grantee in his position at the Bank would constitute an unsafe and
unsound banking practice.
"Performance Period" shall have the meaning set forth in
Section 7(b) hereof.
"Performance Stock" means an award entitling the Grantee to payment of
shares of Common Stock contingent upon the attainment of performance
objectives determined in the discretion of the Committee.
"Plan" means the Norwalk Savings Society 1995 Executive Incentive Plan
as set forth herein and as amended from time to time.
"Retirement", as applies to an employee, shall have the meaning
provided under any qualified pension plan applicable to such employee,
and if no such plan is applicable shall mean termination of employment
with the Bank on or after age sixty-five (65) or after age fifty-five
(55) and the completion of fifteen (15) Years of Service measured as
provided in the Norwalk Savings Society Employee Stock Ownership Plan
as in effect from time to time.
"The 1934 Act" means the Securities Exchange Act of 1934, as
amended.
3. Administration.
(a) The Committee shall have all the powers vested in it by the terms
of the Plan, including exclusive authority (within the limitations described
herein) to select the employees to be granted awards under the Plan, to
determine the size and terms of awards to be made to each employee selected, to
determine the times when awards will be granted to employees, to establish
objectives and conditions, if any, for earning such awards, to accelerate the
vesting of all or any portion of an award, and to determine whether such awards
will be paid after the end of an award period. The Committee shall have full
power and authority to administer and interpret the Plan and to adopt such
rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the
Committee deems necessary or advisable. The Committee's interpretation
of the Plan and all actions taken and determinations made by the
Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all parties concerned, including the Bank,
its stockholders, any Grantees and any other employee of the Bank or
any of its subsidiaries.
(b) All decisions made by the Board of Directors pursuant to
the provisions of the Plan shall be final and conclusive.
4. Eligibility and Participation.
The participants in the Plan shall consist of selected employees of the
Corporation or its present or future parent or subsidiaries, as defined in
Section 424 of the Code (whether or not directors of the Corporation), who serve
in executive, administrative or professional capacities, as may from time to
time be so designated by the Committee.
5. Effective Date of the Plan and Term of The Plan.
The Plan shall become effective upon its adoption by the Board of
Directors; provided that no award granted pursuant to the Plan shall vest prior
to the approval of the Plan by the Bank's shareholders within twelve (12)
months of its adoption by the Board of Directors. The term during
which awards may be granted under the Plan shall expire on the tenth
anniversary of the adoption of the Plan by the Board of Directors.
6. Shares Subject to the Plan.
The shares of Common Stock that may be delivered or purchased or used
for reference purposes under the Plan shall be shares of the Bank's authorized
Common Stock and may be unissued shares or reacquired shares, as the Board of
Directors may from time to time determine. Subject to adjustment as provided in
Article 13 hereof, the aggregate number of shares to be delivered under the Plan
shall not exceed 100,000 shares. If any shares are subject to an award which for
any reason expires or terminates during the term of the Plan prior to the
issuance of such shares or other payment of such awards, the shares subject to
but not delivered under such award shall be available for issuance under the
Plan.
7. Performance Stock.
(a) Grant of Performance Stock. Subject to the terms of the Plan, the
Committee may select the eligible employees who shall be granted Performance
Stock at any time and from time to time. The Committee shall have complete
discretion in determining the number of shares of Performance Stock granted to
each Grantee. On or after the Grant Date, the Committee may provide for the
payment of dividend equivalents thereon in cash or additional Common Stock on a
current, deferred or contingent basis. Each grant of Performance Stock shall be
evidenced by an agreement, which shall be executed on behalf of the Bank by any
officer thereof and delivered to and accepted by the Grantee and shall contain
such terms and provisions as the Committee may determine consistent with the
Plan.
(b) Value of Performance Stocks. Each award of Performance Stock shall
have an initial value that is established by the Committee on the Grant Date.
The Committee shall set performance goals in its discretion which, depending on
the extent to which they are met, will determine the number and/or value of the
shares of Performance Stock that will be paid out to the Grantees. Such
performance goals may be described in terms of Bank-wide objectives or
objectives that are related to the performance of the individual Grantee or a
subsidiary, division, department or function of the Bank in which the Grantee is
employed. The time period during which the performance goals must be met shall
be called a "Performance Period." Performance Periods shall, in all cases,
exceed two years in length.
(c) Earning of Performance Stocks. After the applicable
Performance Period has ended, the holder of Performance Stock shall
be entitled to receive a payout on the number of shares and value
of Performance Stock earned by the Grantee over the Performance Period, to be
determined as a function of the extent to which the corresponding
performance goals have been achieved. Each Performance Stock grant shall
specify a minimum acceptable level of achievement below which no payment
will be made and shall set forth a formula for determining the
amount of any payment to be made if performance is at or above the
minimum acceptable level but falls short of full achievement of the
specified goals. The Committee may also provide that the amount payable with
respect to a Performance Stock may not exceed a maximum amount specified by the
Committee on the Grant Date. The Committee may adjust performance goals and the
related minimum acceptable level of achievement if, in the sole judgment of the
Committee, events or transactions have occurred after the Grant Date that are
unrelated to the performance of the Grantee and result in distortion of the
performance goals or the related minimum acceptable level of achievement.
(d) Form and Timing of Payment of Performance Stocks. Payment of earned
Performance Stock shall be made in a single lump sum, within forty-five (45)
calendar days following the close of the applicable Performance Period. The
Committee shall pay earned Performance Stock in the form of Common Stock which
has an aggregate Fair Market Value equal to the value of the earned Performance
Stock at the close of the applicable Performance Period. Such Common Stock may
be granted subject to any restrictions deemed appropriate by the Committee.
(e) Termination of Employment Due to Death, Disability, Retirement, or
Involuntary Termination Without Cause. In the event the employment of a Grantee
is terminated by reason of death, Disability, Retirement, or Involuntary
Termination without Cause during a Performance Period, the Grantee shall receive
a prorated payout of the Performance Stock. The prorated payment shall be
determined by the Committee, in its sole discretion, and shall be based upon the
length of time that the Grantee held the Performance Stock during the
Performance Period, and shall further be adjusted based on the achievement of
the preestablished performance goals.
Payment of earned Performance Stock shall be made at the same time
payments are made to Grantees who did not terminate employment during the
applicable Performance Period.
(f) Termination of Employment for Other Reasons. In the event that a
Grantee's employment terminates for any reason other than those reasons set
forth in Section 7(e) herein, all Performance Stock shall be forfeited by the
Grantee to the Bank.
8. Nontransferability.
Performance Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order, as
defined in the Code. Further, a Grantee's rights under the Plan shall be
exercisable during the Grantee's lifetime only by the Grantee or the Grantee's
legal representative.
9. Deferred Payments.
The Committee may permit a Grantee who is one of the five most highly
compensated officers of the Bank or its present or future parent or
subsidiaries, as defined in Section 424 of the Code (whether or not directors of
the Bank) to defer such Grantee's receipt of Common Stock that would otherwise
be due to such Grantee by virtue of the satisfaction of any requirements or
goals with respect to Performance Stock. If any such deferral election is
required or permitted, the election to defer must be made prior to the
commencement of the last year of the Performance Period during which the award
to be deferred will be earned. The number of shares of Common Stock so deferred
will be credited as a book entry to the Grantee's "Deferred Award Account". The
Grantee shall also elect a distribution schedule for the amount deferred. A
Grantee may elect to have payments begin at the Grantee's actual retirement
date, subsequent to that date or prior thereto. A Grantee may elect a lump sum
or up to 15 annual installments. No installment, however, may be payable more
than 15 years after the Grantee's termination of employment. Once made, an
election may not be changed by the Grantee either in amount or method of payment
to accelerate the receipt of the amounts deferred.
The Bank shall credit the Participant's Deferred Award Account as a
book entry with the number of full and partial shares of Common Stock
purchasable at the Fair Market Value of the Common Stock as of the date each
dividend is paid on the Common Stock, with the dividends which would have been
paid on the number of shares credited to such Account (including pro-rata
dividends on any partial share) had the shares so credited then been issued and
outstanding. At the time of distribution, whole shares of Common Stock credited
to the Deferred Award Account will be distributed to the Grantee and a cash
payment will be made with the final installment for any fraction of a share
credited to such Account. The Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals which are intended to permit
such deferrals to comply with the applicable requirements of the Code and
Section 16 of the 1934 Act and regulations thereunder. While the Bank may
purchase such shares for its own account, it is not obligated to do so, and,
whether it does or not, no shares of Common Stock shall be purchased or
earmarked for such Deferred Award Account nor shall the Grantee have the rights
of a shareholder with respect to any such shares of Common Stock credited as a
book entry to such Deferred Award Account.
10. Beneficiary Designation.
Each Grantee under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Grantee, shall be in a form prescribed
by the Bank, and will be effective only when filed by the Grantee in writing
with the Bank during the Grantee's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Grantee's death shall be paid to
he Grantee's estate. The spouse of a married Grantee domiciled in a community
property jurisdiction shall join in any designation of beneficiary or
beneficiaries other than the spouse.
11. Tax Withholding.
The Bank will have the right to deduct from the payment of any award
under the Plan (whether in cash, Common Stock or other awards or property) or
from any compensation or amount owing to the Grantee the amount of taxes and
FICA that are required to be withheld in respect of the payment of an award or
the lapse of restrictions thereon, and to take such other action as may be
necessary in the opinion of the Bank to satisfy all obligations for the payment
of such taxes. The Committee may establish such procedures as it deems
appropriate to satisfy such withholding liability, including by delivery of
Common Stock with a Fair Market Value equal to such liability or by having the
Bank withhold from Common Stock delivered upon payment of an award, Common Stock
whose Fair Market Value is equal to such liability.
12. Change in Control.
(a) Upon the occurrence of a Change in Control (as
hereinafter defined):
(i) Each Grantee of a Performance Stock for a Performance
Period that has not been completed at the time of the Change in Control shall be
deemed to have earned a minimum Performance Stock award equal to the product of
(y) such Grantee's maximum award opportunity for such Performance Stock, and (z)
a fraction, the numerator of which is the number of full and partial months that
have elapsed since the beginning of such Performance Period to the date on which
the Change in Control occurs, and the denominator of which is the total number
of months in such Performance Period, with such payment being made in cash as
calculated under subsection (a)(iii) hereof; and
(ii) Any amounts in a Grantee's Deferred Award Account under
the Plan, notwithstanding any of the preceding provisions of the Plan, will be
paid to the Grantee in a lump sum payment in cash.
(iii) For purposes of calculating the amount of the payments
provided for in subsection (a)(i) and (ii), the shares of Common Stock payable
hereunder shall be valued at the higher of (y) the Fair Market Value for the
Common Stock on the date preceding and nearest the date the Change in Control
occurred or (z) the highest per share price for the Common Stock actually paid
in connection with such Change in Control.
(b) A "Change in Control" is the occurrence of any one of the
following events:
(i) any Person (other than a Grantee, the Bank or any
trustee or other fiduciary holding securities under
an employee benefit plan of the Bank (or of any
subsidiary of the Bank)) is or becomes an "Acquiring
Person";
(ii) less than eighty percent of the total membership of
the Board shall be Continuing Directors; or
(iii) the shareholders of the Bank shall approve a merger
or consolidation of the Bank or a plan of complete
liquidation of the Bank or an agreement for the
sale or disposition by the Bank of all or
substantially all of the Bank's assets, except in
any such case in a transaction in which immediately
after such merger, consolidation or sale, exchange
or transfer, the shareholders of the Bank, in their
capacities as such and as a result thereof, shall
own at least 50 per cent in voting power of the
then outstanding securities of the Bank or of any
surviving Person pursuant to any such merger (or of
its parent), the consolidated corporation or
business entity in any such consolidation, or of
the other Person to which such sale, exchange or
transfer of assets is made.
(c) A "Change in Control" shall be deemed not to have occurred if (A)
such event is mandated or directed by a regulatory body having jurisdiction over
the Bank's operations; or (B) it occurs pursuant to the terms of a plan for the
acquisition of the capital stock of the Bank by a newly formed bank holding
company if, in the consummation of such plan, the shareholders of the Bank will
receive, pro rata,all of the Common Stock of such bank holding company; unless,
in such transaction, a Person satisfies subsection (b)(i), (ii) or (iii) above.
(d) For purposes of this Section 12:
(1) "Acquiring Person" shall mean any Person who is or becomes
a "beneficial owner" (as defined in Rule 13d-3 of the 1934 Act) of securities of
the Bank representing twenty-five percent (25%) or more of the combined voting
power of the Bank's then outstanding voting securities, unless such Person has
filed Form F-11A and all required amendments thereto with respect to
its holdings and continues to hold such securities for investment in a
manner qualifying such Person to utilize Form F-11A for reporting of
ownership.
(2) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the 1934 Act as in effect on the date hereof.
(3) "Continuing Directors" shall mean any member of the Board
who was a member of the Board prior to the date hereof, and any successor of a
Continuing Director while such successor is a member of the Board who is not an
Acquiring Person or an Affiliate or Associate of an Acquiring Person or of any
such Affiliate or Associate and is recommended or elected to succeed the
Continuing Director by a majority of the Continuing Directors.
(4) "Person" shall mean any individual, corporation,
partnership, group, association or other "person", as such term is used in
Section 13(d) and 14(d) of the 1934 Act.
13. Changes in Common Stock.
In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other changes in corporate
structure or capitalization affecting the Common Stock, such appropriate
adjustment shall be made in the number and kind of shares subject to awards
granted under the Plan, including appropriate adjustment in the maximum number
of shares referred to in Section 6 of the Plan, as may be determined by the
Committee.
14. No Right to Employment.
Nothing in the Plan or any instrument executed pursuant hereto shall
confer upon any employee any right to continue in the employ of the Bank nor
shall anything in the Plan affect the right of the Bank to terminate the
employment of any employee, with or without cause.
15. Legal Restrictions.
The Bank will not be obligated to issue shares of Common Stock or make
any payment if counsel to the Bank determines that such issuance or payment
would violate any law or regulation of any governmental authority or any
agreement between the Bank and any national securities exchange upon which the
Common Stock is listed. In connection with any stock issuance or transfer,
the person acquiring the shares shall, if requested by the Bank, give
assurances satisfactory to counsel to the Bank regarding such matters as
the Bank may deem desirable to assure compliance with all legal
requirements. The Bank shall in no event be obliged to take any action in
order to cause the exercise of any award under the Plan.
16. No Rights as Shareholders.
No Grantee, and no beneficiary or other person claiming through a
Grantee, shall have any interest in any shares of Common Stock allocated for the
purposes of the Plan or subject to any award until such shares of Common Stock
shall have been transferred to the Grantee or such person. Furthermore, the
existence of awards under the Plan shall not affect: the right or power of the
Bank or its stockholders to make adjustments, recapitalizations, reorganizations
or other changes in the Bank's capital structure; the dissolution or liquidation
of the Bank, or the sale or transfer of any part of its assets or business; or
any other corporate act, whether of a similar character or otherwise.
17. Choice of Law.
The validity, interpretation and administration of the Plan and of any
rules, regulations, determinations or decisions made thereunder, and the rights
of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the laws of the
State of Connecticut.
18. No Trust or Fund Created.
Neither the Plan nor any award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the Bank
and a Grantee or any other person. To the extent that any person acquires a
right to receive payments from the Bank pursuant to an award, such right shall
be no greater than the right of any unsecured general creditor of the Bank.
19. Amendment and Discontinuance.
The Board of Directors may alter, amend, suspend or terminate the Plan
at any time, but may not, without the approval of a majority of the holders of
the Common Stock, make any alteration or amendment thereof which operates (a) to
materially increase the total number of shares which may be granted under the
Plan, (b) to extend the term of the Plan, (c) to materially increase the
benefits accruing to Grantees through awards under the Plan, or (d) to modify
the eligibility requirements for participation in the Plan.
Adopted by the Board of Directors at its meeting of January 25, 1995
subject to approval of the Bank's shareholders.
Attest: /s/ Jere Dorney
____________________________
Secretary
Exhibit (4.3)(b)
AMENDMENT NO. 1 TO THE NORWALK SAVINGS SOCIETY
1995 EXECUTIVE INCENTIVE PLAN
This Amendment No. 1 to the Norwalk Savings Society 1995 Executive
Incentive Plan ("Amendment No. 1") dated as of October 1, 1997 is entered into
by and between Norwalk Savings Society, a Connecticut chartered stock savings
bank, with its main office located at 48 Wall Street, Norwalk, Connecticut (the
"Bank") and NSS Bancorp, Inc., a Connecticut stock corporation, with its main
office located at 48 Wall Street, Norwalk, Connecticut.
RECITALS
WHEREAS, the Board of Directors (the "Board") of the Bank initially
adopted the Norwalk Savings Society 1995 Executive Incentive Plan on January 25,
1995 (the "Incentive Plan");
WHEREAS, the Bank's shareholders approved the Plan at the
1995 Annual Meeting of the Bank's Shareholders;
WHEREAS, the Company has acquired all of the Bank's common stock, par
value $0.01 per share ("Bank Common Stock") in a one-for-one-share exchange for
the common stock of the Company, par value $0.01 per share ("Company Common
Stock") pursuant to that Agreement and Plan of Reorganization between the
Company and the Bank dated May 20, 1997 (the "Plan of Reorganization");
WHEREAS, Section 5 of the Plan of Reorganization provides that the
Company shall adopt and assume certain rights and obligations of the Bank under
the Plan, including the substitution of Company Common Stock for Bank Common
Stock as the stock which may be awarded under the Incentive Plan; and
WHEREAS, the Bank and the Company have determined that it is
appropriate to enter into an agreement amending the Incentive Plan.
NOW, THEREFORE, in consideration of the sum of one dollar ($1.00)
receipt of which is hereby acknowledged and the mutual promises and covenants
contained herein, the Bank and the Company agree as follows:
1. Definitions:
(a) The definition of "Board" contained in Section 2 of
the Incentive Plan shall be deleted in its entirety and the
following shall be substituted in lieu thereof:
"Board" or "Board of Directors" shall mean the
Board of Directors of Norwalk Savings Society and, if
the context so permits or requires, the Board of
Directors of NSS Bancorp, Inc.
(b) The definition of "Common Stock" contained in
Section 2 of the Incentive Plan shall be deleted in its entirety and the
following shall be substituted in lieu thereof:
"Common Stock" means the common stock of NSS Bancorp,
Inc., par value $0.01 per share."
(c) The following definition shall be included in Section 2
of the Incentive Plan:
"Company" means NSS Bancorp, Inc.
2. Except as otherwise specifically provided for in this
Amendment No. 1, references made to the "Bank" in Sections 6 and 7(f)
shall be deemed to be a reference to the Company.
3. Except as otherwise specifically referred to in
Amendment No. 1, references made to the "Bank" in Sections 1, 3, 7, 10, 15,
and 18 shall be deemed to refer to both the Bank and the Company.
4. Except as expressly modified or amended by this
Amendment No. 1, all of the terms, covenants and conditions of the
Incentive Plan and all awards granted thereunder are hereby
ratified and confirmed, all to remain in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment No. 1 as of the date first written above.
NORWALK SAVINGS SOCIETY
By: /s/ Robert T. Judson
Robert T. Judson
Its President
NSS BANCORP, INC.
By:/s/ Robert T. Judson
Robert T. Judson
Its President
Exhibit 5
(Tyler Cooper & Alcorn, LLP Letterhead)
NSS Bancorp, Inc.
48 Wall Street
Norwalk, Connecticut 06483
Re: Registration Statement on Form S-8 of NSS Bancorp, Inc.
Gentlemen:
We have acted as counsel to NSS Bancorp, Inc. (the "Company") in
connection with the preparation by the Company of a registration statement on
Form S-8 (the "Registration Statement") for filing with the Securities and
Exchange Commission under the Securities Act of 1993, as amended, relating to
the offer and sale of up to 492,674 shares of the Company's common stock, par
value $0.01, per share, (the "Shares") to be issued in connection with the:
(a) Norwalk Savings Society 1994 Employee Stock Option
Plan;
(b) Norwalk Savings Society 1994 Director Stock Option
Plan; and
(c) Norwalk Savings Society 1995 Executive Incentive
Plan;
Items (a) - (c) are collectively referred to herein as the "Plans".
We have examined the Plans, the Certificate of Incorporation of the
Company and Bylaws of the Company, and such other corporate and other documents
and records as we have deemed appropriate for purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
facsimile copies.
Based on the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that the Shares, if and when
originally issued and sold or awarded by the Company pursuant to the Plans, will
be legally issued, fully paid, and non-assessable and will represent validly
authorized and outstanding shares of common stock of the Company.
We have assumed that the Company and those directors, officers, and
employees that receive options to purchase Shares under the Plans or purchase or
are awarded Shares under the Plans, as the case may be, will then be in
compliance with the relevant requirements of the Plans, and that all prescribed
filings with regulatory authorities, including any stock exchanges having
jurisdiction, will be effected in accordance with their respective requirements
and that the approvals of such regulatory authorities, including any stock
exchanges having jurisdiction will have been granted prior to the issuance of
any Shares.
The opinions expressed herein are contingent upon the Registration
Statement becoming effective under the Securities Act of 1933 and the
Certificate of Incorporation and Bylaws not being amended prior to the issuance
of the Shares.
The foregoing opinions are limited to the Connecticut Business
Corporation Act, and we express no opinion with respect to any other state or
jurisdiction.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
TYLER COOPER & ALCORN, LLP
By /s/ William W. Bouton III
William W. Bouton III
A Partner
Exhibit 23(a)
The Board of Directors
NSS Bancorp, Inc.
Norwalk, CT
Gentlemen:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of NSS Bancorp, Inc. of our report relating to the consolidated
statements of financial condition of Norwalk Savings Society as of December 31,
1996 and 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the December 31, 1996
annual report on Form F-2 of Norwalk Savings Society filed with the FDIC and
included as an exhibit to the Company's registration statement filed on Form
8-A dated August 4, 1997 and effective October 1, 1997, and to the reference
to our firm under the heading "Experts" in the Prospectus.
/s/ FRIEDBERG, SMITH & CO., P.C.
Hartford, Connecticut
November 28, 1997
