<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ______ ____ )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
ALLIANCE BANCORP OF NEW ENGLAND, INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
ALLIANCE BANCORP OF NEW ENGLAND, INC.
348 Hartford Turnpike, Vernon, CT 06066
(860) 875-2500
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 7, 1999
---------------------------
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders (the
"Annual Meeting") of Alliance Bancorp of New England, Inc. ("the Company" or
"Alliance"), the holding company for Tolland Bank ("the Bank") will be held on
Wednesday, April 7, 1999, at 10:30 a.m., at The Colony, 53 Hartford Turnpike
(Route 83 ), Vernon, Connecticut 06066 for the following purposes:
1. To elect four (4) directors of the Company for three-year terms.
2. To approve the Alliance Bancorp of New England, Inc. 1999 Stock Option
Plan for Non-employee Directors (the "Directors' Plan").
3. To approve an adjournment of the Annual Meeting, if necessary, to permit
solicitation of proxies in the event that there are not sufficient votes
at the time of the Annual Meeting to approve one of the foregoing matters.
4. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Pursuant to the Company's bylaws, the Board of Directors of the Company has
fixed the close of business on February 19, 1999, as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. Only holders of common stock of record at the close of business on that
date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY REVOKE YOUR PROXY
AND VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Cynthia S. Harris
----------------------------------
Cynthia S. Harris
March 5, 1999 Secretary
<PAGE>
Alliance Bancorp of New England, Inc.
348 Hartford Turnpike
Vernon, CT 06066
(860) 875-2500
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Alliance Bancorp of New England, Inc. (the
"Company" or "Alliance") the holding company for Tolland Bank ("the Bank") to be
used at the Annual Meeting of Shareholders of the Company (the "Annual Meeting")
which will be held at The Colony, 53 Hartford Turnpike (Route 83 ), Vernon,
Connecticut on Wednesday, April 7, 1999 at 10:30 a.m. and at any adjournment
thereof. This Proxy Statement is expected to be first mailed to shareholders on
or about March 5, 1999.
Matters to be Considered at the Annual Meeting
The Annual Meeting has been called for the following purposes: (1) to elect
four (4) directors of the Company for three-year terms; (2) to approve the
Directors' Plan; (3) to approve an adjournment of the Annual Meeting, if
necessary, to permit further solicitation of proxies in the event there are not
sufficient votes at the time of the Annual Meeting to approve one or more of the
foregoing matters; and (4) to transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
SOLICITATION OF PROXIES
All costs of the solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, directors, officers and other employees of the
Company or the Bank may solicit proxies personally, by telephone or other means
without additional compensation. The Company will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of the common stock.
REVOCATION OF PROXIES
Shareholders who execute proxies retain the right to revoke them. A
shareholder giving a proxy may revoke it at any time prior to its exercise by
(i) filing with the Secretary of the Company written notice of revocation, (ii)
submitting a duly-executed proxy bearing a later date, or (iii) appearing at the
Annual Meeting and voting in person. Unless so revoked, the shares represented
by the proxies will be voted according to the shareholder's instructions on the
proxy or, if no instructions are given, in favor of all Proposals described in
this Proxy Statement. In addition, shares represented by proxies will be voted
as directed by the Board of Directors with respect to any other matters that may
properly come before the Annual Meeting or any adjournment. Proxies solicited by
this Proxy Statement may be exercised only at the Annual Meeting and any
adjournment thereof and will not be used for any other meeting.
1
<PAGE>
VOTING SECURITIES
Only shareholders of record as of the close of business on February 19, 1999,
are entitled to vote at the Annual Meeting. As of that date, the Company had
2,295,286 shares of common stock issued and outstanding. The Company had no
other class of securities outstanding at this time. Each share of common stock,
par value $0.01 per share, (the "Common Stock") is entitled to one vote except
as described below. All votes, whether voted in person or by proxy, will be
tabulated by the Company's Inspector of Elections, the Bank of Boston.
Abstentions are counted for purposes of establishing a quorum. Broker non-votes
are not counted for the purposes of establishing a quorum. Pursuant to the
Company's Certificate of Incorporation, shareholders are not entitled to
cumulate their votes for the election of directors.
As provided in the Company's Certificate of Incorporation, holders of Common
Stock who beneficially own in excess of 10% of the outstanding shares of Common
Stock (the "Limit") are not entitled to vote with respect to shares held in
excess of the Limit. A person or entity is deemed to beneficially own shares
owned by an affiliate of, as well as by persons acting in concert with, such
person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors to (i) make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) demand that any person who is reasonably believed to
beneficially own Common Stock in excess of the Limit supply information to the
Company to enable the Board of Directors to implement and apply the Limit. The
presence, in person or by proxy, of the holders of at least a majority of the
total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting (after subtracting any shares in excess of the Limit) is
necessary to constitute a quorum.
VOTING PROCEDURES
All proposals described in the Proxy Statement require the affirmative vote
of a majority of the shares present or represented by proxy, except that
directors can be elected by a plurality of shareholders. An abstention with
respect to a Proposal by a shareholder present or represented at the Annual
Meeting will have the same effect as a vote against that Proposal. Broker
non-votes, however, are not counted as presented and entitled to vote on the
proposals, and have no effect on such vote.
Executed but unmarked proxies will be voted FOR all proposals.
Except for procedural matters incident to the conduct of the Annual Meeting,
the Company does not know of any matters other than those described in the
Notice of Annual Meeting that are to come before the Annual Meeting. If any
other matters properly come before the Annual Meeting, the persons named as
proxies will vote upon such matters as determined by a majority of the Board of
Directors.
Enclosed with this Proxy Statement is the Company's Annual Report to
Shareholders for its fiscal year ended December 31, 1998 (the "Annual Report").
PRINCIPAL HOLDERS OF COMMON STOCK
The table on the following page sets forth information as of January 4, 1999,
with respect to ownership of Common Stock by any person (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)
who is known to the Company to be the beneficial owner of more than 5% of the
Common Stock and with respect to ownership of Common Stock by all directors and
officers of the Company as a group.
2
<PAGE>
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class
All directors and senior officers 437,079(2) 19.04%
as a group (16 persons)
(1) Based on information provided by the respective beneficial owners and on
filings with the Securities Exchange Commission made pursuant to the
Securities Exchange Act of 1934.
(2) Includes currently exercisable options granted to directors and certain
principal officers to purchase an aggregate of 202,129 shares. The
figures are based on beneficial ownership information provided by the
directors and officers.
PROPOSAL I - ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the number of
directors shall be as stated in the Company's Bylaws but shall not be fewer than
five nor more than 15. The Certificate of Incorporation further provides that
the number of directors shall only be increased or decreased by the Board of
Directors. Currently, the Board of Directors has set the number of directors at
11, divided into three classes. The members of each class are elected for a term
of three years. One class is elected annually.
Four directors will be elected at the Annual Meeting to serve for three-year
terms and until their successors are elected and qualified. The Board of
Directors acts as a nominating committee for the Company pursuant to the Bylaws
of the Company and has nominated the following four current Board members for
re-election as directors: D. Anthony Guglielmo, Douglas, J. Moser, Francis J.
Prichard, Jr., Joseph H. Rossi. There are no arrangements known to Management
between the persons named and any other person pursuant to which such nominees
were selected.
The Board of Directors will not consider nominees recommended by
shareholders. Shareholder nominations must be made directly by the shareholder
in accordance with the requirements and procedures provided in the Bylaws. Those
procedures require stockholders to make nominations in writing and deliver them
to the Secretary of the Company not less than 90 days prior to the date of the
Annual Meeting, and not more than seven days following the date of notice of the
meeting in the case of a special meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF THE ABOVE NOMINEES FOR DIRECTOR UNDER PROPOSAL I.
The persons named on the enclosed proxy intend to vote for the election of
the named nominees, unless the proxy is marked by the shareholder to the
contrary. If any nominee is unable to serve, all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend, or the
Board of Directors may amend the Bylaws to reduce the size of the Board to
eliminate the resulting vacancy. The Board knows of no reason why any nominee
might be unavailable to serve. The table on the following pages sets forth
certain information with respect to each nominee and each director continuing in
office. The figures are based on beneficial ownership information provided by
the directors by questionnaire.
3
<PAGE>
NOMINEES (TERM TO EXPIRE IN 1999)
<TABLE>
<CAPTION>
Amount of Common Stock
Beneficially Owned(1)
Director -------------------------
Age Since(13) Amount Percent
<S> <C> <C> <C> <C> <C>
Photo Douglas J. Moser 54 1991 23,093 1.00(2)(11)
Douglas J. Mr. Moser is a partner in the architectural
Moser firm of Moser Pilon & Nelson, which he
established in 1980.
Photo D. Anthony Guglielmo 58 1985 59,974 2.61(5)(12)
D. Anthony Mr. Guglielmo, Vice Chairman of the Board, is
Guglielmo currently President and owner of Penny-Hanley and
Howley Co., Inc., an insurance agency where he has
served since 1968. Mr. Guglielmo currently serves as
a Connecticut State Senator.
Photo Francis J. Prichard, Jr. 70 1989 66,492 2.88(2)(1)
Francis J. Mr. Prichard, Chairman of the Board, is the owner
Prichard, Jr. of Star True Value Hardware Stores located in Ellington
and Tolland, and he is President of Kuhnly Plumbing
and Heating Company, Inc., in Ellington.
Photo Joseph H. Rossi 48 1995 80,823 3.43(7)(9)
Joseph H. Mr. Rossi serves as President and Chief Executive
Rossi Officer.
CONTINUING DIRECTORS (TERM TO EXPIRE IN 2000)
Photo Howard G. Abbott, M.D.
Howard G. Dr. Abbott was an orthopedic surgeon with 73 1982 27,736 1.20(3)(6)
Abbott, Rockville Orthopedic Associates, P.C., until
M.D. his retirement in June 1990.
Photo Reginald U. Martin** 56 1999 0 ---
Reginald U. Mr. Martin is the owner of Employee Benefits
Martin Sales & Consulting Practice
in Tolland.
Photo Patricia A. Noblet, C.R.S.** 54 1999 0 ---
Patricia A. Ms. Noblet is a Certified Residential Specialist
Noblet with Sentry Real Estate Services in Vernon.
Photo Mark L. Summers** 40 1999 800 *(1)
Mark L. Mr. Summers is Vice President and co-founder
Summers of CNC Software Incorporated
in Tolland.
</TABLE>
4
<PAGE>
CONTINUING DIRECTORS (TERM TO EXPIRE IN 2001)
<TABLE>
<CAPTION>
Amount of Common Stock
Beneficially Owned(1)
Director -----------------------
Age Since(13) Amount Percent
<S> <C> <C> <C> <C> <C>
Photo Robert C. Boardman 66 1980 15,595 *(3)(8)
Robert C. Mr. Boardman is President of the Capital Area
Boardman Health Consortium. Prior to this he served as
Executive Director of Rockville General Hospital
from 1974 through 1987.
Photo William E. Dowty, Jr. 73 1977 26,989 1.17(4)(6)
William E. Mr. Dowty was Vice President/Data Processing
Dowty, Jr. Functions for Connecticut Mutual Companies,
a life insurance company, where he had been
employed since 1950, until his retirement in 1987.
Photo Kenneth R. Peterson 53 1982 26,606 1.16(3)(10)
Kenneth R. Mr. Peterson is a partner in Gardner and
Peterson Peterson Associates, a land surveying and civil
engineering firm where he has practiced since 1968.
</TABLE>
(1) Except as otherwise noted, all beneficial ownership is direct and each
beneficial owner exercises sole voting and investment power over the
shares.
(2) Includes currently exercisable options to purchase 11,998 shares.
(3) Includes currently exercisable options to purchase 5,998 shares.
(4) Includes currently exercisable options to purchase 7,999 shares.
(5) Includes currently exercisable options to purchase 3,999 shares.
(6) Shared voting and investment power on all shares held.
(7) Includes currently exercisable options to purchase 59,285 shares.
(8) Includes 8,598 shares with shared voting and investment power and 999
shares held by his wife.
(9) Shared voting and sole investment power on all shares held.
(10) Includes 12,999 shares with shared voting and investment power. Mr.
Peterson disclaims ownership to shares held by adult sons.
(11) Includes 11,095 shares with shared voting and investment power.
(12) Includes 26,631 shares held by his wife and 4,347 shares held by his
mother.
(13) Includes service on the Board of Directors of the Bank.
* Less Than One Percent
**Appointed by the Board of Directors, in accordance with the Certificate of
Incorporation, to begin service in January 1999 to complete the unexpired
terms of three directors who resigned or retired.
5
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
<TABLE>
<CAPTION>
Amount of Common Stock
Beneficially Owned (1)
-------------------------
Age Amount Percent
<S> <C> <C> <C>
Patrick J. Logiudice 52 36,949 1.59(2)
Mr. Logiudice serves as Executive Vice President
David H. Gonci 46 32,181 1.38(3)
Mr. Gonci serves as Senior Vice President
</TABLE>
(1) Except as otherwise noted, all beneficial ownership is direct and each
beneficial owner exercises sole voting and investment power over the
shares.
(2) Includes currently exercisable options to purchase 30,197 shares and 249
shares with shared voting and investment power.
(3) Includes currently exercisable options to purchase 28,516 shares.
Board Meetings and Committees
The business of the Company's and the Bank's Boards of Directors is conducted
through meetings and activities of the Boards and their committees. The Board of
Directors of the Bank consists of those persons who serve as directors of the
Company. Additionally, members of the Company's committees serve on the
identical committees of the Bank. Each director attended at least 80% of the
Tolland Bank and Alliance Board and committee meetings during the period he or
she was a director and a committee member, with the exception of Mr. Prichard,
who attended 44% of the meetings, and Dr. Abbott, who attended 66% of the
meetings. Certain of the standing committees of the Board are discussed below.
The Personnel Committee reviews potential candidates for election to the
Board at the annual meeting and handles personnel and compensation issues. The
Committee, which met 3 times in 1998, presently consists of Messrs. Boardman
(Chairman), Abbott, Dowty, Guglielmo, Martin and Prichard.
The Audit Committee directs and reviews the activities of the Company's
internal audit function, meets with the Company's independent auditors in
connection with its annual audit, approves the annual expense budget, and
monitors the corporation's insurance risk management program. This Committee,
which met 4 times during the fiscal year ended December 31, 1998, presently
consists of Messrs. Guglielmo (Chairman), Abbott, Boardman, and Summers.
The Tolland Bank Ad Hoc Real Estate Committee was formed in 1997 to assist
management with decisions regarding Bank-owned real estate and office locations.
This committee, which met 8 times during 1998, presently consists of Messrs.
Moser (Chairman), Peterson, Prichard, Rossi and Ms. Noblet.
Directors' Fees
Directors receive a retainer fee of $4,800 per year and a fee for each
meeting attended. Members of the Board and committees receive $300 per meeting
attended, while the chairman of the board and each committee chairman receive
$350 and the vice chairman of the board and each committee vice chairman receive
$325 per committee meeting attended. It is the policy of the Company not to pay
directors' fees to executive officers of the Company who also serve as
directors.
4
<PAGE>
Executive Officers of the Registrant
All executive officers are appointed annually by the Board of Directors and
serve at the pleasure of the Board.
Joseph H. Rossi (age 48) joined Tolland Bank as Senior Vice
President/Treasurer/Chief Financial Officer in 1993. He was elected
President/CEO of Tolland Bank in 1996 and President of Alliance in 1997. Mr.
Rossi was previously self employed as a financial and systems consultant,
following senior financial management positions in Financial Federal Savings
Bank (Hartford, CT) and Commonwealth Bank (Harrisburg, PA).
Patrick J. Logiudice (age 52) joined Tolland Bank in 1991 as Senior Vice
President/Chief Lending Officer, and was elected Executive Vice President of
Alliance in 1997 and Executive Vice President of Tolland Bank in 1998. Mr.
Logiudice was previously a senior commercial lending manager at Connecticut Bank
and Trust Company and affiliate.
David H. Gonci (age 46) joined Tolland Bank in 1990 as Vice
President/Controller. He was elected Vice President/Chief Financial
Officer/Treasurer of Tolland Bank in 1996 and of Alliance in 1997. Mr. Gonci was
elected Senior Vice President of Tolland Bank and Alliance in 1998. He was
previously the senior financial manager of BancNewEngland Mortgage Company,
following positions in lending management at its affiliate, Connecticut Bank and
Trust Company.
Cynthia S. Harris (age 51) joined Tolland Bank in 1976. She is Vice
President/Human Resources and Secretary of Tolland Bank, having previously
served as loan servicing officer. She was elected Secretary of Alliance in 1997.
Joyce M. Joy (age 56) joined Tolland Bank in 1988 as Vice
President/Marketing. Previously she served as Vice President Retail Banking at
the Savings Bank of Rockville.
Executive Compensation
The following table sets forth the compensation paid to Joseph H. Rossi,
Patrick J. Logiudice and David H. Gonci for each of the last three fiscal years.
No other executive officer of the Company or the Bank earned a total salary and
bonus in excess of $100,000 or served as Chief Executive Officer of the Company
or the Bank during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term All Other
Annual Compensation Compensation Compensation(1)
------------------- ------------ ---------------
Name and
Principal Position Year(2) Salary($) Bonus($) Options(#)(3)
- ------------------ ------- --------- -------- -------------
<S> <C> <C> <C> <C> <C>
Joseph H. Rossi, 1998 $148,035 $22,205 12,000 $5,089
President and 1997 $137,981 $-- 9,000 $4,662
CEO 1996 $115,330 $-- 22,286 $3,247
Patrick J. Logiudice 1998 $105,538 $12,592 9,000 $2,116
Exec. Vice President 1997 $105,186 $-- 6,750 $2,104
and CLO 1996 $86,678 $-- 3,898 $1,820
David H. Gonci, 1998 $92,643 $9,500 8,000 $1,946
Sr. Vice President 1997 $90,842 $-- 5,250 $1,908
CFO and Treasurer 1996 $76,693 $-- 3,448 $1,611
</TABLE>
(1) Consists of employer 401(k) contributions and other perquisites.
(2) The Company's fiscal year ends December 31.
(3) Options awarded in 1996 and 1997 have been adjusted to reflect stock splits
effected as stock dividends.
7
<PAGE>
Cash Bonus Plan
The Bank has a discretionary policy of granting cash bonuses on an annual
basis to those officers and employees who contribute to the success and
profitability of the Bank. The amount of each cash bonus depends on various
performance criteria for the Bank and the participants, which criteria are
selected by the Personnel Committee and are subject to change from year to year.
Option Grants in Last Fiscal Year
The following table provides information on option grants in fiscal 1998 to
Mr. Rossi, Mr. Logiudice and Mr. Gonci.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
Value at Assumed
Annualized Rates of Stock
Date Number of % of Total Options Exercisable Price Appreciation for
of Options Granted to Employees Price Per Expiration Option Term(1)
Name Grant(2) Granted in Fiscal Year Share(3) Date 5% 10%
- ---- -------- ------- -------------- -------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph H. Rossi 12/18/98 12,000 26.3% $10.625 12/18/08 $80,220 $203,220
Patrick J. Logiudice 12/18/98 9,000 19.7% $10.625 12/18/08 $60,165 $152,415
David H. Gonci 12/18/98 8,000 17.5% $10.625 12/18/08 $53,480 $135,480
</TABLE>
(1) "Potential Realized Value" is disclosed in response to the Securities and
Exchange Commission rules which require such disclosure for illustration
purposes and is based on the difference between the potential market value
of shares issuable upon exercise of such options and the exercise price of
such options. The values disclosed are not intended to be, and should not
be interpreted by shareholders as, representations or projections of future
value of the Company's common stock or of the stock price. To lend
perspective to the illustrative potential realized value, if the Company's
stock price increased 5% per year for ten years from its closing price on
December 18, 1998, or $10.625 per share, (disregarding dividends and
assuming for purposes of the calculation a constant number of shares
outstanding) the stock price at the end of ten years would be $17.31 per
share, for an increase of $6.685 per share, and if the stock increased 10%
per year over such period, the ending stock price would be $27.56 per
share, for an increase of $16.935 per share.
(2) All options granted are immediately exercisable.
(3 The exercise price is equal to the closing price on the date of the grant.
Aggregate Option Exercises and Year-End Option Values
The following table sets forth the number of shares acquired on the exercise
of stock options and the aggregate gains realized on the exercise during fiscal
1998 by Mr. Rossi, Mr. Logiudice and Mr. Gonci. The table also sets forth the
number of shares covered by exercisable and unexercisable options held by Mr.
Rossi, Mr. Logiudice and Mr. Gonci on December 31, 1998, and the aggregate gains
that would have been realized had these options been exercised on December 31,
1998, even though these options were not exercised on December 31, 1998.
8
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Shares Acquired Covered by Unexercised In-The-Money
On Exercise Value Options on 12/31/98 Options As Of 12/31/98(1)
Name During Fiscal 1998 Realized Exercisable Unexercisable Exercisable Unexercisable
------------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph H. Rossi 0 $0 59,285 0 $281,154 $0
Patrick J. Logiudice 0 $0 30,197 0 $144,565 $0
David H. Gonci 0 $0 28,516 0 $122,059 $0
</TABLE>
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value ofthe common stock that will be
received upon exercise, assuming such exercise occurred on Thursday,
December 31, 1998, at which date the last sale of the common stock as
quoted on the AMEX was $11.75 per share.
Compensation Committee Interlocks and Insider Participation
The Personnel Committee determines compensation policy and consists of
Directors Boardman, Abbott, Dowty, Guglielmo, Martin and Prichard, none of whom
have ever been an officer or employee of Alliance or the Bank. None of the above
are members of a compensation committee of the Board of Directors of any
company.
401(k) Plan
In 1991, the Bank established the Tolland Bank 401(k) Savings Plan (the
"401(k) Plan"), a defined contribution contributory profit sharing plan designed
to comply with Section 401(k) of the Code. Each full-time and regular part-time
employee with 30 days of service is eligible to participate in this plan.
Under the 401(k) Plan, a participant may defer between 2% and 15% of his or
her before-tax compensation from the Bank (subject to certain limitations) as a
contribution under this plan. The Bank will make matching contributions equal to
35% of the first 6% of each participant's contributions and participants are
offered eleven different investment vehicles for their accounts. Participants
are 100% vested at all times in their contributions and the income earned
thereon. Participants become 100% vested in the Bank's matching contributions
after four years of service or earlier if they retire, become permanently
disabled, die or attain age 65. Benefits under the 401(k) Plan will be paid at
retirement, disability, death or other termination of employment with the Bank.
Benefits may be paid in a lump sum or in installments, depending on certain
factors. The 401(k) Plan also permits participants to make early withdrawals
from their accounts (subject to certain limitations) in case of hardship and to
borrow against their accounts. In 1998 the following amounts, representing Bank
matching contributions and earnings thereon, accrued as follows under the 401(k)
Plan: for Mr. Rossi - $4,811.52, Mr. Logiudice - $4,492.00 and Mr. Gonci -
$2,734.73.
Change in Control Agreement
The Bank maintains change in control agreements with Mr. Rossi, Mr.
Logiudice, Mr. Gonci and others (collectively, the "Agreements"). These
Agreements continue in effect through December 31, 1999, and are automatically
extended each year for an additional period of one (1) year unless either party
elects to the contrary. The Agreements provide, among other things, that after a
change in control as defined in the Agreements, if the employee's employment is
terminated without cause, or if the employee terminates his employment with good
reason, as defined in the Agreements, the employee will be entitled to $25,000
and the Bank shall continue to pay his/her full salary at a rate of compensation
until such payments, including the
9
<PAGE>
$25,000 payment, have reached 2.9 times the sum of the employee's average annual
salary and bonuses for the preceding five years. The Bank shall also provide the
employee with other benefits equal to those the employee was receiving for two
years immediately before his/her termination. Assuming a January 1, 1999,
termination date after a change in control, these payments would have equaled
$343,284 for Mr. Rossi (plus the cost of benefits), $275,331 for Mr. Logiudice
(plus the cost of benefits) and $234,836 for Mr. Gonci (plus the cost of
benefits).
Certain Transactions
The Bank has had, and expects to have in the future, banking transactions
with directors, officers and their associates on substantially the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others, which do not involve more
than the normal risk of collectibility or present other unfavorable features.
The aggregate of all extensions of credit to directors, officers and their
associates had a high balance of $899,000 in 1998 (representing 4.60% of the
Bank's equity capital at that time), and a balance of $391,261 at December 31,
1998 (representing 2.2% of the Bank's equity capital at that time) including
$304,119 of unused lines of credit.
Pension Plan
The Bank maintains a defined benefit pension plan (the "Pension Plan") that
is designed to satisfy the requirements for tax qualification set forth in the
Internal Revenue Code of 1986, as amended (the "Code"). Under the Pension Plan,
the Bank makes annual contributions, which are actuarially determined, for the
benefit of eligible employees. Expenses for administering the Pension Plan are
paid out of Pension Plan assets and also directly by the Bank. Employee
contributions are not required.
The Pension Plan covers each full-time and regular part-time employee who was
hired prior to his or her 60th birthday, who has completed at least one year of
service and worked a minimum of 1,000 hours in that year, and who has attained
age 21. The Pension Plan contains automatic spousal coverage for all eligible
participants.
The Pension Plan generally provides for monthly benefit payments (in straight
line annuity amounts) to the participant as of the date the participant retires.
For employees who made contributions, the normal form of benefit payment is a
modified cash refund. A Pension Plan participant is eligible to receive an
actuarially-reduced early retirement benefit if he or she is within ten years of
his or her normal retirement date, has separated from service and has completed
at least ten years of service. In most cases, an employee will become a
fully-vested participant when he or she completes five years of service.
Participants who remain in service past their normal retirement date are
eligible for an actuarially-increased retirement benefit based on the amount of
their normal retirement benefit. If a participant terminates service after he or
she becomes eligible for early retirement, the vested percentage will be 100%.
The Pension Plan is integrated with the Social Security System.
The amount of a participant's benefit is based on average yearly earnings
(including base salary and bonus) during the participant's highest five
consecutive years during his or her last ten years of credited service
multiplied by his or her credited service as an active participant in the
eligible class (not to exceed 30 years of service).
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The table set forth below illustrates annual pension benefits payable for
life at age 65 in 1998 under the Pension Plan provisions for various levels of
compensation and years of service.
FINAL AVERAGE YEARS OF CREDITED SERVICE AT AGE 65
COMPENSATION 10 15 20 30
$15,000.00 $1,800.00 $2,700.00 $3,600.00 $ 5,400.00
25,000.00 3,000.00 4,500.00 6,000.00 9,000.00
50,000.00 7,150.00 10,700.00 14,250.00 21,400.00
75,000.00 11,650.00 17,450.00 23,250.00 34,900.00
100,000.00 16,150.00 24,200.00 32,250.00 48,400.00
125,000.00 20,650.00 30,950.00 41,250.00 61,900.00
160,000.00 26,950.00 40,400.00 53,850.00 80,800.00
Mr. Rossi, Mr. Logiudice and Mr. Gonci have 5, 6 and 8 credited years of
service respectively as of December 31, 1998.
Alliance Bancorp of New England, Inc. 1997 Employee Stock Purchase Plan
The Bank has established the Alliance Bancorp of New England, Inc. 1997
Employee Stock Purchase Plan (the "Stock Purchase Plan").
The Stock Purchase Plan provides an opportunity for full-time and regular
part-time employees of the Bank and Alliance to purchase Common Stock through
payroll deduction. Employees are able to purchase Common stock at fair market
value, pursuant to the terms of the Stock Purchase Plan. The Bank and Alliance
utilize the Bank of Boston to administer the Stock Purchase Plan. Amounts are
withheld from the payroll of participants, pooled and forwarded to the Bank of
Boston (the "Administrator") to purchase shares of common stock in the open
market for accounts of all participants under the Stock Purchase Plan on a
monthly basis. Alliance pays the Administrator's service charges, commissions of
broker dealers and other expenses incurred by the Administrator associated with
the purchase of stock. Participation in the Stock Purchase Plan is completely
voluntary and all full-time and regular part-time employees of the Bank and/or
Alliance are eligible to participate at their election, except for persons who
own, either individually or through the attribution provisions of Section
424(d)(4) of the Code, 5% or more of the total combined voting power of Alliance
or any parent or subsidiary corporation. No employee of Alliance currently owns
5% or more of the total combined voting power of Alliance. Also not eligible are
employees who have been employed for fewer than 30 days or limited term
employees, who are defined by the Stock Purchase Plan as those whose customary
employment is fewer than 20 hours per week, or for not more than five months in
any calendar year. The minimum payroll deduction for the Plan is $5 per pay
period, the maximum $300 per pay period, or $1,000 per month.
Directors' Deferred Compensation Plan
The Company implemented a Directors' Deferred Compensation Plan (the
"Deferred Compensation Plan") during 1997 to permit directors to defer
recognition of income on fees that they receive as directors. Under the Deferred
Compensation Plan directors can defer receipt of annual retainer fees and defer
federal income taxation on deferred amounts until the year in which benefits are
actually received by a participating director. Directors may benefit from the
ability to defer taxes to a date when their taxable income is less and tax
brackets lower.
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Under the Code, deferred fees will be deemed to be liabilities of Alliance.
As Alliance funds they would be available to general creditors. Deferred
directors' fees will be held until a director ceases to be a director for any
reason. Thus, upon the director's death, retirement or resignation, such fees
shall be paid in the form of stock in a lump sum within 60 days after the
participant terminated his services as a director. In the event of a
participant's death, any remaining funds in the director's account balance shall
be paid to his beneficiary in a lump sum as soon as administratively practicable
after his death. The Deferred Compensation Plan is administered by the Personnel
Committee. Stock purchases which will be made on the open market or by issuance
of authorized but unissued shares will be credited on the date such fees are
earned and will be based on the closing prices of the Common Stock for such
dates. The number of Directors participating in the Deferred Compensation Plan
is seven.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of information furnished to the Company pursuant
to Rule 16a-3(e) during the fiscal year ended December 31, 1998, no person who
is a director, officer or beneficial owner of 10% of the Company's common stock
failed to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act except for the following who did not timely report:
Joseph Rossi, President/CEO who purchased 300 shares with minor children;
Lawrence Becker, a retired director, who purchased 1,100 shares; and Robert
Ciraco, Senior Vice President, who joined the Bank on September 15, 1998.
PROPOSAL II - APPROVAL OF ALLIANCE BANCORP OF NEW ENGLAND, INC.
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The Alliance Bancorp of New England, Inc. 1999 Stock Option Plan for
Non-Employee Directors (the "Directors' Plan") authorizes up to 161,000 shares
of Common Stock to be made available to non-employee directors as options based
on service on the Board of Directors. Options under the Directors' Plan are
rights to purchase stock at a fixed price set forth in the option agreement,
which the Directors' Plan requires to be the fair market value at the date of
grant. The following is a summary of the material terms of the Directors' Plan
which is qualified in its entirety by the complete provisions of the Directors'
Plan attached hereto as Exhibit A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
DIRECTORS' PLAN UNDER THIS PROPOSAL II
General
On March 26, 1997, the 1997 Stock Incentive Plan for Directors, Officers and
Key Employees (the "1997 Plan") was approved by shareholders at the 1997 Annual
Meeting of the Bank. The 1997 Plan provided that non-employee directors receive
nonqualified options for 1,000 shares of Common Stock on the date the director
completes a fifth anniversary as a director of the Company. The 1997 Plan
provides a similar award upon the completion of each additional five years as a
director. Further, directors received awards for past service at the effective
date of the 1997 Plan. As of December 31, 1998, 51,320 split-adjusted options
for shares of Common Stock have been awarded to non-employee directors under the
1997 Plan. The 1997 Plan also provides for options and restricted stock and
stock appreciation rights to be awarded to officers and employees.
The Board of Directors has now determined that it is in the best interests of
the Company, its shareholders and the Bank to create a separate Directors' Plan.
Upon approval of the Directors' Plan, the 1997 Plan will be amended to remove
non-employee directors. Non-employee directors will not be eligible to receive
additional options pursuant to the 1997 Plan. Instead, non-employee directors
will receive options pursuant to the
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Directors' Plan. The Directors' Plan provides options based on service. The
Board of Directors believes this new plan is in the best interests of
shareholders, as it will provide options to directors on an annual basis, as
detailed below based solely on service and will still enable officers and
employees to be eligible for options, restricted stock and stock appreciation
rights under the 1997 Plan based on their performance. As of December 31, 1998,
the 1997 Plan has 177,156 split-adjusted shares of Common Stock available for
grant, subject to the restrictions set forth in the 1997 Plan.
The Board of Directors believes that the Company and its shareholders are
better served by a board of directors with members with long time service which
will better enable them to become fully conversant with the Company's history,
objectives and needs and remain in service over an extended period to better
enable the Company to meet its long-term objectives. In that connection, the
Board of Directors believes that the Directors' Plan will be beneficial to the
shareholders of the Company in that it will permit the Board to reward existing
directors for years of service to the Bank and the Company and encourage
longevity and commitment to the Company and its shareholders' objectives. The
Board believes that by having continuity with directors who are familiar with
the Company and the Bank and recognized in the community, that the Bank's
visibility and its business prospects are enhanced.
The Board of Directors also intends to continue to provide stock benefit
programs for officers and employees of the Company and the Bank. The Board
believes stock benefit programs provide long-term performance incentives to such
officers and employees.
Directors Options Under the Directors' Plan
The Directors' Plan provides that all individuals who served as non-employee
directors of the Company for all of the 1998 calendar year shall each be granted
options to purchase 1,600 shares of Common Stock on the effective date of the
Plan. The Directors' Plan also provides that upon the first election, but not
reelection, by the stockholders to the Board of Directors of the Company or the
appointment to the Board to fill the remainder of an unexpired term of any
non-employee director, the new director shall receive options to purchase 5,000
shares of Common Stock (an "Initial Award"). Additionally, on the effective date
of the Plan, and on each anniversary of the effective date of the Plan, all
serving directors shall receive options to purchase 800 shares of Common Stock.
The Plan provides that no director may receive an award of 5,000 shares of
Common Stock and an award of 800 shares of Common Stock in the same 12 month
period. All options awarded under the Directors' Plan shall be nonqualified
options, as described below, and shall have an exercise price equal to the fair
market value of the Common Stock on the date of grant and shall be immediately
exercisable, except for Initial Awards, which shall vest and become exercisable
upon the one (1) year anniversary of service on the Board of Directors.
The Directors' Plan is administered by the Personnel Committee as appointed
from time to time by the Board of Directors. The Directors' Plan provides that
shares of stock used to satisfy option awards may be authorized and unissued
shares, or previously issued shares acquired by the Company and held in
treasury. If authorized but unissued shares are utilized to fund the exercise of
options granted under the Directors' Plan, it will result in an increase in the
number of shares outstanding and will have a dilutive effect on the holdings of
existing shareholders.
The table on the following page sets forth the number of options to be
awarded upon approval of the Directors' Plan by stockholders.
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NEW BENEFIT PLAN
Alliance Bancorp of New England, Inc.
Directors' Plan
In-the-Money(1) Number
Name and Position Dollar Value of Options
----------------- ------------ ----------
Howard G. Abbott, M.D. $0 2,400
Director
Lawrence J. Becker(2) 0 1,600
Retired Director
Robert C. Boardman 0 2,400
Director
William E. Dowty, Jr. 0 2,400
Director
D. Anthony Guglielmo 0 2,400
Director
Reginald U. Martin 0 5,000
Director
Thomas S. Moore(2) 0 1,600
Retired Director
Douglas J. Moser 0 2,400
Director
Patricia A. Noblet 0 5,000
Director
Kenneth R. Peterson 0 2,400
Director
Francis J. Prichard, Jr. 0 2,400
Director
Mark L. Summers 0 5,000
Director
------
Non-executive Directors
as a Group 35,000
(1) All options awarded pursuant to the Directors' Plan are exercisable upon
grant except for Initial Awards. The exercise price for these options will
be the closing price of the Common Stock on the day of the grant.
(2) Directors Becker and Moore retired from the Board of the Company effective
December 31, 1998. As such, they qualify for 1,600 options each based on
their past service to the Board.
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Tax Treatment of Options
Only nonqualified options may be awarded under the Directors' Plan. As
nonqualified options, the Directors would not be required to recognize income
upon receipt. Income would be recognized at the time the option is exercised,
and the Director would recognize income to the extent of the difference between
the fair market value of the Common Stock and the consideration paid for the
option. The Company would be permitted a tax deduction expense equal to the
amount of the gain received by the Director exercising the option.
Amendment, Termination or Revision of the Directors' Plan.
The Personnel Committee may amend or terminate the Directors' Plan at any
time. Such amendments are required to be approved by shareholders in accordance
with applicable law and regulation if such approval is required to satisfy
requirements of the Securities and Exchange Commission under Rule 16b-3 under
the Securities Exchange Act of 1934 or other regulatory requirements. The
Directors' Plan terminates on April 7, 2009. Options cannot be revised unless,
consistent with the terms of the Directors' Plan, the recipient consents. The
Directors' Plan also permits options which expire to be reissued. The Directors'
Plan permits adjustment by the Personnel Committee of the number of shares to
reflect reclassification, recapitalization or similar capital change. The
adjustments by the Personnel Committee shall be conclusive and binding on the
Company and any participants. The Personnel Committee's adjustments are designed
to maintain the same proportion for the number of shares which existed before
the event requiring adjustment.
Effect on the 1997 Plan.
If the Directors' Plan is not approved by the shareholders of the Company,
the 1997 Plan shall not be amended. Non-employee directors will, in that case,
remain eligible for options pursuant to the 1997 Plan.
PROPOSAL III - APPROVAL OF ADJOURNMENT OF THE ANNUAL MEETING
General
In the event that there are not sufficient votes to approve the foregoing
proposal at the time of the Annual Meeting, such proposal could not be approved
unless the Annual Meeting were adjourned in order to permit further solicitation
of proxies. In order to allow proxies that have been received by the Company at
the time of the Annual Meeting to be voted for such adjournment, if necessary,
the Company has submitted as Proposal III the question of adjournment under such
circumstances to its shareholders as a separate matter for their consideration.
The Board of Directors recommends that shareholders vote their proxies in favor
of such adjournment under this Proposal III so that their proxies may be used
for such purpose in the event it should become necessary. If it is necessary to
adjourn the Annual Meeting and the adjournment is for a period of fewer than 30
days, no notice of the time and place of the adjourned meeting or of the
business to be transacted at the adjourned meeting is required to be given to
shareholders other than an announcement of such at the Annual Meeting.
Approval of adjournment, if necessary, under this Proposal III requires the
affirmative vote by the holders of a majority of the shares of common stock
represented at the Annual Meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE ADJOURNMENT OF THE MEETING UNDER PROPOSAL III.
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OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters to be brought before the Annual Meeting other than procedural matters
incident to the conduct of the Annual Meeting. If further business is properly
presented, the proxy holders will vote proxies, as determined by a majority of
the Board of Directors.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Pursuant to the proxy solicitation regulations of the Securities and Exchange
Commission (the "Commission"), any shareholder proposal intended for inclusion
in Alliance's proxy statement and form of proxy relating to Alliance's 2000
Annual Meeting of Shareholders must be received by Alliance by November 5, 1999
pursuant to the proxy solicitation regulation of the Commission. Nothing in this
paragraph shall be deemed to require Alliance to include in its proxy statement
and form of proxy any shareholder proposal which does not meet the requirements
of the Commission in effect at the time.
The Board of Directors urges each shareholder, whether or not he or she
intends to be present at the Annual Meeting, to complete, sign and return the
enclosed proxy as promptly as possible.
By Order of the Board of Directors
/s/ Cynthia S. Harris
----------------------------------
Cynthia S. Harris
Secretary
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EXHIBIT A
ALLIANCE BANCORP OF NEW ENGLAND, INC.
1999 Stock Option Plan for Non-Employee Directors
The purpose of this Alliance Bancorp of New England, Inc. 1999 Stock Option
Plan for Non-employee Directors (the "Directors' Option Plan" or the "Plan") is
to promote the growth and profitability of Alliance Bancorp of New England, Inc.
(the "Company"), to attract and retain experienced persons of the highest
caliber as directors, to provide non-employee directors with an incentive to
assume the significant duties and responsibilities entailed therewith and to
achieve the long-term objectives of the Company by providing non-employee
directors with a personal and financial interest in the success of the Company
and its subsidiary, Tolland Bank (the "Bank"), through the ownership of common
stock of the Company. Pursuant to the Directors' Option Plan, such directors
will be offered the opportunity to acquire such common stock through the grant
of options under such Plan. The Plan is effective April 7, 1999.
As used in this Plan, the term "subsidiary" shall mean any present or future
corporation which becomes a "subsidiary corporation" of the Company within the
meaning of Section 424 of the Internal Revenue Code of 1986, as amended from
time to time (the "Code").
1. Administration of the Plan.
(a)The Plan shall be administered by the Personnel Committee (the
"Committee") as appointed from time to time by the Board of Directors of the
Company, a majority of which Committee shall consist of members of the Board of
Directors who are not, and were not at any time during the one-year period prior
to such appointment, employees of the Company or the Bank or any affiliate of
the Company or the Bank. The Committee may establish such rules as it deems
necessary for the proper administration of the Plan, make such determinations
and interpretations with respect to the Plan and options granted hereunder as
may be necessary or desirable and include such further provisions or conditions
in such options as it deems advisable. Any determination or interpretation made
by the Committee hereunder shall be conclusive and binding upon each of the
Company, the Bank and the participant.
2. Shares Subject to the Plan.
(a) The maximum aggregate number of shares of Stock that may be issued or
transferred pursuant to the exercise of options under the Plan is 161,000 shares
of Common Stock, $.01 par value (the "Stock") of the Company. Such shares may be
authorized and unissued shares or previously issued shares acquired or to be
acquired by the Company and held in treasury. Any shares subject to an option
which for any reason expires or terminates unexercised may again be subject to
an option under the Directors' Option Plan.
(b) In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Stock, the aggregate number and kind of shares or securities of
the Company that may be issued under the Plan and the price of such shares,
shall be appropriately adjusted by the Committee (whose determination shall be
conclusive and binding upon each of the Company, the Bank and the participant)
so that the proportionate number of shares or securities shall be maintained as
before the occurrence of such event.
(c) The Company shall at all times while the Plan is in force reserve such
number of shares of Stock as will be sufficient to satisfy the requirements of
the Plan.
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3. Participants.
Options shall only be granted to present or future non-employee members of
the Company's Board of Directors, as specified in 4(d) or 5(e) below.
4. Options.
(a) Options granted under the Plan shall be non-statutory stock options. The
granting date for each option shall be the date on which it is approved by the
Committee, or such later date as the Committee may specify. Options granted
hereunder shall be evidenced by stock option certificates in such form not
inconsistent with the Plan as the Committee may from time to time determine.
(b) (i) The price per share at which stock may be from time to time optioned
shall be the fair market value on the day the award is granted.
(ii) Stock purchased upon exercise of an option under the Plan shall be
paid for in cash or by certified check payable to the order of the Company,
provided that the Committee may in its discretion permit the option price to be
paid in whole or in part with shares of Stock of the Company having a fair
market value as determined by the Company equal in amount to the option price,
by a recourse note, in installments, or by delivery of a properly executed
notice together with an undertaking by a broker to deliver promptly to the
Company sale or loan proceeds equal in amount to the option price.
(c) All options shall be immediately exercisable except those granted
pursuant to 4(d)(ii). All options shall have a term of ten years from the date
of grant.
(d) Subject to 5(e) below, the only options granted hereunder shall be as
follows:
(i) On the effective date of the Plan, all individuals who served as
non-employee directors of the Company for all of the 1998 calendar year shall
each be granted options to purchase 1,600 shares of Stock.
(ii) Upon either first election (but not re-election) by the stockholders
to the Board of Directors of the Company or the appointment to the Board by the
Board in order to fill the remainder of an unexpired term of any non-employee
director who has not received options pursuant to 4(d)(i) above, the director
shall receive options to purchase 5,000 shares of Stock. Options awarded
pursuant to this subparagraph 4(d)(ii) shall vest and become exercisable upon
the completion of one (1) year of service as a director. Any non-employee
director serving on the Board at the effective date of this Plan who does not
receive an option award pursuant to 4(d)(i) shall be eligible for an award
pursuant to this subparagraph.
(iii) All non-employee directors of the Company serving on the effective
date of this Plan shall receive options to purchase 800 shares of Stock. On each
annual anniversary date of the effective date of this Plan all then serving
non-employee directors shall receive options to purchase 800 shares of Stock.
Notwithstanding anything in this subparagraph 4(d)(iii) to the contrary, no
non-employee director shall be eligible to receive an option award pursuant to
this subparagraph in the same twelve (12) month period he or she receives an
award pursuant to 4(d)(ii).
5. Other Provisions Relating to Options.
(a) Options granted under the Plan shall not be transferable by the holder
thereof otherwise than by will or the laws of descent and distribution. Each
option shall be exercisable, during a participant's lifetime, only
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by him or her. After a participant's death, an option shall be exercisable only
by the executor, administrator or other legal representative of the estate of
the participant (the "Representative").
(b) In the event of a consolidation or merger of the Company or the Bank with
another corporation, the sale or exchange of all or substantially all the assets
of the Company or the Bank or a reorganization or liquidation of the Company or
the Bank, each holder of any outstanding option shall be entitled to receive
upon exercise and payment in accordance with the terms of the option the same
shares, securities or property that such holder would have been entitled to
receive upon the occurrence of such event if such holder had been, immediately
prior to such event, the holder of the number of shares of Stock purchasable
under his or her option or, if another corporation shall be the survivor, such
corporation shall substitute therefor substantially equivalent shares,
securities or property of such other corporation; provided, however, that in
lieu of the foregoing the Committee may upon written notice to each holder of an
outstanding option provide that such option shall terminate on a date not less
than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Committee may in its discretion accelerate or
waive any deferred exercise period.
(c) In the event that the Committee shall at any time prior to the exercise
in full by a participant of options held by him or her (and regardless of
whether such participant is then a director of the Company) determine that such
participant either before or after the termination of his or her directorship
with the Company has committed an act of misconduct for which such participant
(if the participant had been an employee) could have been discharged for cause
by the Company or has participated or engaged in any business activity
determined by the Committee to be in any way harmful or prejudicial to the
interests of the Company, such options shall forthwith terminate, and
notwithstanding any other provisions hereof, such participant shall not
thereafter be entitled to exercise such options in whole or in part. Any
determination made by the Committee hereunder shall be conclusive and binding
upon both the Company and the participant.
(d) In the case of a participant who terminates service as a director due to
retirement after serving at least one full three year term and having at least
one time been elected by the stockholders ("Retirement"), or illness, before
having exercised all such granted options, such options may be exercised in
whole or in part within one year of the date of termination. If a participant's
service as a director is terminated for any reason other than Retirement or
illness, any options received pursuant to Section 4(d)(iii) that have not been
exercised shall be forfeited. Upon the death of a participant, the participant's
Representative shall have the right, at any time within one year after the date
of death, to exercise in whole or in part any options that were available to the
participant at the time of his or her death. Notwithstanding the foregoing, no
option shall be exercisable after the expiration of the applicable exercise
period.
(e) Options may be granted under the Plan in substitution for options held by
directors of a corporation who become directors of the Company or any subsidiary
corporation of the Company eligible to receive options under the Plan as a
result of an acquisition transaction. The terms and conditions of the substitute
options granted may vary from those set forth in the Plan to the extent deemed
appropriate by the Committee to conform to the provisions of the options for
which they are substituted.
6. Withholding Taxes.
Upon the exercise of non-statutory stock options, the participant shall be
required to pay to the Company or authorize the Company to deduct from other
amounts payable to the participant the amount of any taxes that
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the Company is required to withhold with respect to such exercise. The
participant may elect to satisfy such withholding obligation by (a) delivering
to the Company Stock owned by such individual having a fair market value equal
to such withholding obligation or (b) requesting that the Company withhold from
the shares of Stock to be delivered a number of shares of Stock having a fair
market value equal to such withholding obligation.
7. Determination of Market Value.
For purposes of this Plan, "fair market value" of the Stock as of any date
shall be reasonably determined by the Board in good faith; provided, however,
that if there is a public market for the Stock, the fair market value of the
Stock as of any date shall be the average of the representative closing bid and
asked prices, as quoted by the National Association of Securities Dealers
through NASDAQ or any other reasonably reliable system for reporting quotes for
the date in question; or, if the Stock is listed on the NASDAQ/NMS or is listed
on a national stock exchange, the officially quoted closing price on such system
or exchange on the date in question.
8. Amendment or Termination.
The Committee may amend or terminate the Plan at any time, provided that any
such amendment shall be subject to the approval of the stockholders of the
Company in accordance with applicable law and regulations if such approval is
necessary to satisfy the requirements of Rule 16b-3 (or any successor rule)
under the Exchange Act or other regulatory requirements. Unless hereafter
amended to provide for a different termination date, the Plan shall terminate on
April 7, 2009.
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REVOCABLE PROXY
ALLIANCE BANCORP OF NEW ENGLAND, INC.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF ALLIANCE BANCORP OF NEW ENGLAND, INC. TO BE USED AT
THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 7, 1999
The undersigned being a stockholder of Alliance Bancorp of New England,
Inc. hereby appoints Robert C. Boardman and Kenneth R. Peterson, or each of
them, with full power of substitution in each, as proxies to cast all votes
which the undersigned stockholder is entitled to cast at the 1999 Annual Meeting
of Stockholders to be held at 10:30 a.m., Eastern Standard Time, on April 7,
1999, at The Colony, 53 Hartford Turnpike (Route 83), Vernon, Connecticut 06066,
and any adjournments thereof. The undersigned stockholder hereby revokes any
proxy or proxies heretofore given.
If you receive more than one proxy card, please sign and return all cards
in the accompanying envelope. Please check your mailing address as it appears on
this Revocable Proxy. If it is inaccurate, please include your correct address
on the reverse side.
This proxy will be voted as directed or, if no direction is given, will be
voted FOR all of the nominees under PROPOSAL I, and FOR the Stock Option Plan
under Proposal II, and FOR the adjournment of the Annual Meeting under PROPOSAL
III. If the proxy is not marked to withhold authority to vote for any nominee,
it will be voted FOR all nominees.
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
<PAGE>
- ----- Please mark
| X | votes as in
- ----- this example.
The Board of Directors recommends a vote FOR PROPOSALS I, and II, and III.
1. Election of four Directors for three
year terms each.
Nominees: D. Anthony Guglielmo, Douglas J.
Moser, Francis J. Prichard, Jr.,
Joseph H. Rossi
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] ______________________________________
For all nominees except as noted above
2. Approval of the Alliance Bancorp of For Against Abstain
New England, Inc. 1999 Stock Option [ ] [ ] [ ]
Plan for Non-Employee Directors.
3. Approval of an adjournment of the For Against Abstain
Annual Meeting if necessary to [ ] [ ] [ ]
permit additional solicitation of
proxies. In their discretion, the
proxies are authorized to vote with
respect to approval of the minutes
of the last meeting of stockholders,
matters incident to the conduct of
the meeting, and upon such other
matters as may properly come before
the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT. [ ]
Please date this Revocable Proxy and
sign, exactly as your name(s)
appears on your stock certificate.
If signing as a fiduciary, please
give your full title.
Signature: ________________________________ Date:____________
Signature: ________________________________ Date:____________
