SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cohoes Bancorp, 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:_____________________________________________
[Cohoes Bancorp letterhead]
October __, 2000
Dear Fellow Stockholder:
Your Board of Directors has publicly announced that it is exploring all
of the Company's strategic options, including a sale of Cohoes Bancorp, Inc.
to a larger financial institution. Your Board has engaged Keefe, Bruyette &
Woods to assist us in this effort. We are committed to maximizing value for
you, our stockholders. We will duly consider all offers that are received and
will treat all interested parties fairly and equally.
Despite your Board's actions, two competing banks have indicated they
intend to solicit proxies for their own nominees. We firmly believe their
nominees will act on behalf of only the banks they represent and not in the
best interests of ALL stockholders. We believe these hostile actions are
unnecessary, are disruptive and may delay or impede our efforts to maximize
value for all of our stockholders.
Your Board is committed to maximizing stockholder value. We believe
that only by supporting your Board of Directors can you be sure of a fair
evaluation of the strategic options to maximize value. We urge you to vote
"FOR" each of the Board's nominees for director and "FOR" each other matter to
be considered on the enclosed BLUE proxy.
You are cordially invited to attend the Annual Meeting of Stockholders
of Cohoes Bancorp, Inc. The meeting will be held at the Cohoes Community
Center, 22-40 Remsen Street, Cohoes, New York on Thursday, November 30, 2000
at 4:00 p.m. The matters to be considered by stockholders at the Annual
Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign, and date your BLUE proxy
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
Your vote is important regardless of the number of shares you own.
Please complete, sign and return the accompanying BLUE proxy promptly. Do not
return any proxy cards sent to you by our competitors.
On behalf of the Board of Directors, I thank you for your continued
support. If you have any questions, please do not hesitate to contact our
proxy solicitor, Regan & Associates, at 1-800-737-3426.
Sincerely,
Harry L. Robinson
President and Chief Executive Officer
COHOES BANCORP, INC.
75 Remsen Street
Cohoes, New York 12047
(518) 233-6500
_______________________
PROXY STATEMENT
WITH NOTICE OF ANNUAL MEETING
GENERAL INFORMATION AND NOTICE OF MEETING
Cohoes Bancorp, Inc. will be holding its annual meeting of stockholders
on November 30, 2000. The meeting will be held at the Cohoes Community
Center, 22-40 Remsen Street, Cohoes, New York, on Thursday, November 30, 2000
at 4:00 p.m. At the meeting, we will ask stockholders to vote on the
following matters:
(1) To elect four members to our Board of Directors;
(2) To amend the Company's 1999 Stock Option and Incentive Plan and
the Company's 1999 Recognition and Retention Plan to revise the
provisions relating to the vesting of options and awards; and
(3) To ratify the appointment of Arthur Andersen LLP as our
independent public accountants.
The Board of Directors of Cohoes is soliciting your proxy to vote at the
annual meeting and at any adjournments of the meeting. Please complete the
enclosed BLUE proxy and return it in the enclosed return envelope as soon as
possible. Each of our stockholders has one vote for each share of common
stock owned. On the election of directors, each stockholder may vote for up
to four directors, but may not cast more votes for any one nominee than the
number of shares owned by that stockholder. We urge you to exercise your
rights as a stockholder to vote and participate in this process. The four
nominees strongly supported by your Board are Peter G. Casabonne, Chester C.
DeLaMater, J. Timothy O'Hearn and R. Douglas Paton.
Stockholders of record at the close of business on October 19, 2000 are
entitled to receive notice of the meeting and are entitled to vote at the
meeting, or at an adjournment of the meeting. This is known as the "Record
Date." Please read this proxy statement carefully before you decide how to
vote. We encourage you to return the BLUE proxy even if you plan to attend
the meeting. This will ensure that your vote is counted. You will still be
permitted to vote in person at the meeting even if you return the proxy form.
On the Record Date, there were 7,912,705 shares of Cohoes Bancorp, Inc.
common stock, par value $.0l per share, issued and outstanding, each of which
is entitled to one vote. We have no stock outstanding other than common
stock.
In this proxy statement, the terms "Company," "Cohoes," "we," "our,"
"us," or similar terms refer to Cohoes Bancorp, Inc. References to the "Bank"
mean Cohoes Savings Bank, our wholly owned subsidiary.
Your Board of Directors unanimously recommends that you vote "FOR" the
four nominees of the Company described in this proxy statement, "FOR" the
proposal to amend the Company's 1999 Stock Option and Incentive Plan and its
1999 Recognition and Retention Plan, and "FOR" the proposal to ratify the
appointment of Arthur Andersen LLP, as the Company's independent public
accountants.
This proxy statement is first being made available to stockholders on or
about October __, 2000.
WHY YOU SHOULD SUPPORT OUR BOARD NOMINEES
Your Board of Directors, including each of the four nominees,
* is committed to maximizing stockholder value,
* is exploring all of the Company's strategic options, including a
sale of the Company to a larger financial institution,
* will duly consider all offers that are received and will treat all
interested parties fairly and equally, and
* have a significant financial stake in the Company's future
success.
Your Board of Directors, including each of the four nominees, represent
ALL stockholders and not any single stockholder. Your Board is concerned that
if any of the persons nominated by TrustCo Bank Corp NY ("TrustCo") or Ambanc
Holding Co., Inc. ("Ambanc") are elected, those nominees will have a conflict
of interest and may favor the entity that nominated them when your Board tries
to fairly consider all offers that are received. You should also note that
none of the four persons nominated by TrustCo own a single share of Cohoes'
common stock!
You may receive proxy soliciting materials from Ambanc and/or TrustCo on
behalf of their own respective nominees to Cohoes' Board of Directors. Those
nominees have NOT been endorsed by your Board. We urge stockholders not to
return any proxy card they receive from Ambanc or TrustCo.
Cohoes is not responsible for the accuracy of any information provided
by or relating to Cohoes or the Bank which is contained in any proxy materials
filed or disseminated by Ambanc or TrustCo or any other statement or
misstatement they may make.
2
VOTING PROCEDURES AND VOTE REQUIREMENTS
If you sign and return a BLUE proxy in the form solicited by the Board
of Directors so we receive it before the polls are closed at the meeting, your
votes will be cast as you have marked on the proxy form, unless you revoke
your proxy before the polls close. If you sign and return our BLUE proxy but
you do not mark on it how you want to vote on any matter, then the Company's
Board of Directors will vote your shares in favor of the Company's nominees
for director named in this Proxy Statement, for the proposed amendments to the
Company's 1999 Stock Option and Incentive Plan ("Option Plan") and its 1999
Recognition and Retention Plan ("Recognition Plan") and in favor of the
ratification of the appointment of our independent public accountants. We do
not know of any other matters that may be presented for a vote at the meeting.
If any other matters are properly presented for a vote, including a proposal
to adjourn the meeting, the Board of Directors may vote your shares on such
matters based on their judgment.
If 2,637,569 shares of our common stock are represented in person or by
proxy at the meeting, there will be a quorum which will allow the meeting to
commence. Once a quorum is present, the meeting can continue even if some
stockholders leave the meeting. If a stockholder is present in person or by
proxy but abstains from voting any shares, or if a broker submits a proxy for
shares but does not vote those shares, then we count the shares as present for
purposes of determining a quorum.
Directors are elected by a plurality of the votes received. This means
that the four nominees for director who receive the most votes will be
elected. If you do not vote for a nominee, your vote will not count "for" or
"against" the nominee. If you "withhold authority" for any nominee, your vote
will not count "for" or "against" the nominee, unless you properly submit a
new proxy card or vote at the Annual Meeting. You may not vote your shares
cumulatively for the election of directors. Cumulative voting is a type of
voting that allows a stockholder to cast as many votes for directors as the
stockholder has shares of stock multiplied by the number of directors to be
elected.
If your shares are held in "street name," because of the pending proxy
contest, your broker may not vote your shares without receiving instructions
from you. Shares that are not voted by a broker are called "broker non-
votes." Shares underlying broker non-votes will have no effect on the
election of directors.
The amendments of the Company's 1999 Stock Option and Incentive Plan and
its 1999 Recognition and Retention Plan as well as ratification of the Board
of Directors' appointment of Arthur Andersen LLP as the Company's independent
public accountants each require the affirmative approval of a majority of the
number of votes cast at the Annual Meeting. If you "abstain" from voting on
either of these proposals, it will have the same effect as a vote against the
proposals. These items are "discretionary" items, meaning that brokerage
firms may exercise
3
their discretion and vote regardless of whether they have received
instructions from their clients. There will be no broker non-votes on these
proposals.
You may revoke any proxy you give at any time before the polls are
closed. If you want to revoke your proxy, including any proxy you may have
given to either Ambanc or TrustCo, you must: (1) give a signed written notice
to the Secretary of the Company at or before the meeting stating that you want
to revoke the proxy dated after the date of the proxy, (2) sign and deliver to
the Secretary of the Company at or before the meeting another proxy relating
to the same shares with a later date, or (3) attend the meeting and vote in
person. Attending the meeting does not itself revoke a proxy unless you also
take one of the three actions described in the prior sentence. Any written
notice revoking a proxy must be delivered to Richard A. Ahl, Secretary, Cohoes
Bancorp, Inc., 75 Remsen Street, Cohoes, New York 12047.
Management is not aware of any matters other than those set forth in the
Notice of Annual Meeting of Stockholders that may be brought before the Annual
Meeting. If any other matters properly come before the Annual Meeting,
including, among other things, a motion to adjourn or postpone the Annual
Meeting to another time or place or both for the purpose of soliciting
additional proxies or otherwise, the persons named in the accompanying BLUE
proxy will vote the shares represented by all properly executed proxies on
such matters in such manner as shall be determined by a majority of the Board
of Directors of the Company.
Our bylaws provide that, at an annual meeting, a stockholder may
nominate a person for election as a director only if advance notice of intent
to nominate the person is given to the Company. The stockholder must follow
certain procedural provisions and the notice must include information detailed
in the bylaws about the nominating stockholder and the nominee. For future
annual meetings, the notice must be received by the Company at least 60 days
before the date of the meeting; but if less than 70 days notice of the date of
the meeting is given or made to stockholders, then the notice must be received
not later than 10 days after notice of the date of the meeting is mailed or
public disclosure is made, whichever is earlier. Our bylaws require similar
advance notice if a stockholder wants to make any other proposal at an annual
meeting of stockholders. Our bylaws provide that a stockholder may not give
advance notice of nor make any other proposals at any special meeting of
stockholders.
IMPORTANT INFORMATION FOR STOCKHOLDERS WHOSE STOCK IS HELD IN STREET NAME
If your stock is held in street name, which means that your stock is
held for you in a brokerage account and is not registered on our stock books
in your own name, please tell your broker as soon as possible how to vote your
shares to make sure that your broker votes your shares before the polls close
at the meeting. If your stock is held in street name, you do not have the
direct right to vote your shares or revoke a proxy for your shares unless your
broker gives you that right in writing. Accordingly, please contact the
person responsible for your account at such entity and instruct that person to
execute and return the BLUE proxy form on your behalf. You should also sign,
date and mail the BLUE proxy form your broker or banker sends you when
4
you receive it. Please do this for each account you maintain to ensure that
all of your shares are voted.
REMEMBER YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO RETURN THE
BLUE PROXY EVEN IF YOU PREVIOUSLY MAILED IN A PROXY.
If you have any questions or need assistance in voting your shares, please call:
Regan & Associates, Inc.
Telephone Toll Free 1-800-737-3426
PRINCIPAL OWNERS OF OUR COMMON STOCK
The following table provides you with information, to the best of our
knowledge, about stock ownership by directors, our nominees for director, each
executive officer with salary and bonus in excess of $100,000 during fiscal
2000, and any person or group known by us to beneficially own more than 5% of
our outstanding common stock. The information is as of the Record Date. We
know of no person or group, except as listed below, who beneficially owned
more than 5% of our common stock as of the Record Date. Information about
persons or groups who own beneficially more than 5% of our common stock is
based on filings with the Securities and Exchange Commission on or before the
Record Date and other sources believed by us to be reliable.
5
Shares Beneficially
Owned at October 19, Percent of total shares
Beneficial Owner 2000 (1)(2)(3) outstanding
---------------- -------------------- -----------------------
Cohoes Bancorp, Inc.
Employee Stock
Ownership Plan
75 Remsen Street,
Cohoes, New York 12047 762,818 (4) 9.6%
Directors:
Harry L. Robinson 214,353 (5) 2.7%
Arthur E. Bowen 36,103 (6) .5%
Peter G. Casabonne 21,603 .3%
Michael L. Crotty 22,978 .3%
Chester C. DeLaMater 41,603 (7) .5%
Frederick G. Field, Jr. 22,878 (8) .3%
Duncan S. MacAffer 28,442 (9) .4%
J. Timothy O'Hearn 38,756 (10) .5%
R. Douglas Paton 32,624 (11) .4%
Walter H. Speidel 37,103 (12) .5%
Donald A. Wilson 22,303 (13) .3%
Executive officers:
Richard A. Ahl 128,053 (14) 1.6%
Albert J. Picchi 49,945 (15) .6%
Directors and executive
officers of Cohoes and
executive officers of
Cohoes Savings Bank, as
a group (13 persons) 696,744 (16) 8.7%
___________________________
(1) Amount includes shares held directly, as well as shares allocated to the
executive officers under the Cohoes Bancorp, Inc. Employee Stock
Ownership Plan (the "ESOP"), and other shares with respect to which a
person may be deemed to have sole voting and/or investment power.
(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Cohoes common stock which may be acquired
within 60 days of the date shown pursuant to the exercise of outstanding
stock options. Shares of Cohoes common stock which are subject to stock
options are deemed to be outstanding for the purpose of computing the
percentage of outstanding common stock owned by such person or group but
not deemed outstanding for the purpose of computing the percentage of
Cohoes common stock owned by any other person or group. The amounts set
forth in the table
(Footnotes continued on following page)
6
include shares which may be received upon the exercise of stock options
pursuant to Cohoes' 1999 Stock Option and Incentive Plan within 60 days
of the date shown as follows: for each of the 10 non-employee directors,
5,201 shares; for Mr. Robinson, 45,000 shares; for Mr. Ahl, 22,500 shares;
for Mr. Picchi, 11,250 shares; and for all directors and executive officers
as a group, 130,760 shares.
(3) Includes unvested restricted shares granted pursuant to Cohoes' 1999
Recognition and Retention Plan as follows: for each of the 10 non-
employee directors, 8,322 shares; for Mr. Robinson, 72,000 shares; for
Mr. Ahl, 36,000 shares; for Mr. Picci, 18,000 shares; and for all
directors and executive officers as a group, 209,220 shares. These
shares will be voted by Cohoes' Board since they were subject to
restriction as of October 19, 2000, the Record Date.
(4) Includes 71,538 shares allocated to ESOP participants, and the
participants are entitled to direct the voting of these allocated
shares. RSGroup Trust Company, the trustee of the ESOP, may be deemed
to own beneficially the unallocated shares held by the ESOP. The ESOP
administrators are entitled to direct the voting of the allocated shares
for which timely voting instructions are not received from the
participants, and the Company or an independent fiduciary designated by
the Company is entitled to direct the voting of the unallocated shares.
(5) Includes 21,000 shares owned by Mr. Robinson through the Bank's 401(k)
Plan; 51,500 shares owned by the Bank's rabbi trust of which Mr.
Robinson is the beneficiary; and 2,553 shares allocated to Mr. Robinson
in the ESOP.
(6) Includes 8,500 shares owned by the Bank's rabbi trust of which Mr. Bowen
is the beneficiary and 500 shares owned by Mr. Bowen's wife.
(7) Includes 1,000 shares owned by Mr. DeLaMater's spouse.
(8) Includes 3,277 shares owned by Mr. Field's spouse.
(9) Includes 2,627 shares owned by an inter vivos trust of which Mr.
MacAffer is trustee.
(10) Includes 1,700 shares owned directly by Mr. O'Hearn's children.
(11) Includes 7,935 shares owned by the Bank's rabbi trust of which Mr. Paton
is the beneficiary.
(12) Includes 500 shares owned directly by Mr. Speidel's son.
(13) Includes 1,100 shares owned by the Bank's rabbi trust of which Mr.
Wilson is the beneficiary.
(14) Includes 4,000 shares owned by Mr. Ahl through the Bank's 401(k) Plan;
14,000 shares owned by the Bank's rabbi trust of which Mr. Ahl is the
beneficiary; 25,000 shares owned by Mr. Ahl's spouse; and 2,553 shares
allocated to Mr. Ahl in the ESOP.
(15) Includes 4,648 shares owned through the Bank's 401(k) Plan; and 2,121
shares allocated to Mr. Picchi in the ESOP.
(16) This total includes shares beneficially owned by all directors and
executive officers listed in the table.
7
ELECTION OF DIRECTORS
Our Board of Directors has eleven members. Directors generally are
elected for three year terms. At this meeting, stockholders will elect four
directors. The Board of Directors of the Company has nominated Peter G.
Casabonne, Chester C. DeLaMater, J. Timothy O'Hearn and R. Douglas Paton for
election as directors at the meeting. The Board of Directors unanimously
recommends that you vote in favor of the Company's four nominees.
Each person who the stockholders elect at the meeting will serve for a
three year term of office expiring at the 2003 annual meeting of stockholders
or until their successors are elected and qualified. Each of the nominees
named below has consented to being named in this Proxy Statement and to serve
if elected. If any nominee becomes unavailable for election for any presently
unforeseen reason, the Board of Directors, as the holder of your proxy, will
have the right to use its discretion to cast your votes for a substitute.
THE BOARD OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
We are providing the following information regarding the Company's
nominees, other directors who will continue in office after the annual
meeting, and the executive officers of the Company and the Bank who are not
directors. There are no arrangements or understandings by which any director
was selected to serve as such. Our directors and nominees represent all
stockholders and not any single stockholder. All directors of the Company are
also directors of the Bank. There are no family relationships among directors
and executive officers of the Company and the Bank. Ages are as of September
30, 2000.
NOMINEES OF THE COMPANY
Peter G. Casabonne, age 68, is a Managing Partner of Fuller Realty,
Inc., a company in Albany, New York which leases manufacturing and office
space.
Chester C. DeLaMater, age 60, is a retired Executive Vice President and
Secretary of the Bank, having retired in December 1996.
J. Timothy O'Hearn, age 59, is President of the Century House, Inc., a
restaurant, food catering and lodging company in Latham, New York.
R. Douglas Paton, age 64, was a stockbroker with Smith Barney until 1995
and is currently a self-employed financial consultant. Since 1989, Mr. Paton
has also served as an arbitrator with the National Association of Securities
Dealers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE IN FAVOR OF THESE FOUR NOMINEES
OF THE COMPANY.
8
CONTINUING DIRECTORS
The following persons are existing directors whose terms of office will
continue after the meeting. All these directors have been directors since we
were formed in September 1998. Ages are as of September 30, 2000.
Arthur E. Bowen, age 62, is the President and Funeral Director of Bowen
Funeral Home, Inc., in Latham, New York. His term as a director of the
Company expires in 2002.
Michael L. Crotty, age 54, is President of Capitol Equipment, Inc., in
Mechanicsville, New York, which is a seller of heavy construction and
recycling equipment. His term as a director of the Company expires in 2001.
Frederick G. Field, Jr., age 68, retired as Supervisor of the Town of
Colonie in 1995. His term as a director of the Company expires in 2001.
Duncan S. MacAffer, age 65, is a licensed attorney practicing in the
state of New York. He is also currently the Village justice in the Village of
Menands, New York and previously served as counsel to the New York Senate
Finance Committee. His term as a director of the Company expires in 2002.
Harry L. Robinson, age 61, is President and Chief Executive Officer of
the Company and the Bank. Mr. Robinson, who is also a licensed attorney,
joined the Bank in 1990. His term as a director of the Company expires in
2002.
Walter H. Speidel, age 73, is a past President of the Bank, having
retired more than five years ago. His term as a director of the Company
expires in 2002.
Donald A. Wilson, age 56, is a certified public accountant and President
of Wilson & Stark CPA, PC, in Cohoes, New York. His term as a director of the
Company expires in 2001.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The Board of Directors elects executive officers for one year terms and
they serve at the pleasure of the Board. Provided below is certain
information regarding the executive officers of the Company and the Bank who
are not directors. Ages are as of the Record Date.
Richard A. Ahl, age 52, joined the Bank in 1996 and currently serves as
Executive Vice President, Secretary and Chief Financial Officer of both the
Company and the Bank. Before joining the Bank, Mr. Ahl was Executive Vice
President of Schenectady Federal Savings Bank in
9
Schenectady, New York and its parent company, SFS Bancorp, Inc. Mr. Ahl is a
certified public accountant with over 25 years of financial and banking
experience.
Albert J. Picchi, age 39, is currently serving as Senior Vice President
of the Bank. Mr. Picchi, who has 15 years of experience in the financial
services industry, joined the Bank in January 1994 and previously served as
Vice President and Senior Loan Officer of the Bank.
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
Our Board of Directors held thirteen meetings during fiscal 2000. The
Board of Directors has an Audit Committee and a Compensation Committee. The
Audit Committee generally meets jointly with the audit committee of the Bank.
Our Board of Directors does not presently have a nominating committee.
Nominations are made by the full Board of Directors.
Our Audit Committee consists of directors Field, MacAffer and Wilson
(Chairman). The Audit Committee met four times during fiscal 2000 jointly
with the Audit Committee of the Bank. The committee addresses matters related
to the accounting, bookkeeping and auditing functions of the Company and meets
periodically with the Company's independent public accountants to arrange for
the Company's annual financial statement audit and to review and evaluate
recommendations made during the annual audit. The Audit Committee also
reviews, approves and supervises the internal auditing procedures of the
Company.
Our Compensation Committee consists of directors Bowen, Casabonne,
Crotty (Chairman), and MacAffer. The committee met once during fiscal 2000.
The committee addresses compensation matters for the Company. The committee
is also responsible for administering and making awards under the Stock Option
and Incentive Plan and the Recognition and Retention Plan.
DIRECTORS' COMPENSATION
The Company generally does not compensate the directors for serving on
the Board of the Company. All of the directors of the Company are also
directors of the Bank. Directors of the Bank who are not also employees of
the Company or the Bank or any of their subsidiaries receive a fee of $2,625
for each Board meeting they attend and $500 for each committee meeting that
they attend. In addition, directors may be compensated for attending special
Board meetings of the Company. Directors are also eligible for participation
in the Stock Option Plan and the Recognition and Retention Plan which our
stockholders approved.
EXECUTIVE OFFICER COMPENSATION
None of our officers received compensation directly from the Company
during fiscal 2000 except for the grant of stock options and RRP awards in
July 1999 and bonuses paid to
10
Messrs. Robinson and Ahl for fiscal 1999 performance. Except for the
foregoing, their compensation was paid by the Bank.
The following table includes information about compensation paid Messrs.
Robinson, Ahl and Picchi, who were the only executive officers of the Company
or the Bank with total salary and bonus in excess of $100,000 in fiscal 2000.
<TABLE>
Annual Compensation (1) Other Annual Compensation
----------------------- -----------------------------------
Fiscal Year Restricted Securities Underlying All Other
Ended June 30, Salary Bonus Stock(2) Options (3) Compensation (4)
-------------- ---------- --------- ------------ --------------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Harry L. Robinson, 2000 $433,078 $57,500 $1,085,625 225,000 $90,977
President and 1999 359,394 65,988 -- -- 50,357
Chief Executive 1998 289,840 55,518 -- -- 27,129
Officer
Richard A. Ahl, 2000 216,532 28,750 542,813 112,500 45,443
Executive Vice 1999 174,808 32,875 -- -- 24,022
President, Chief 1998 140,459 28,500 -- -- 11,707
Financial Officer
and Secretary
Albert J. Picchi, Senior 2000 123,384 19,500 271,406 56,250 28,553
Vice President of the 1999 101,395 19,200 -- -- 14,143
Bank 1998 83,093 16,487 -- -- 7,842
</TABLE>
__________________
(1) Includes amounts deferred under the Bank's deferred salary arrangement.
Mr. Robinson deferred $51,975 in fiscal 1999 and $76,500 in fiscal 1998;
Mr. Ahl deferred $76,750 in fiscal 2000, $37,365 in fiscal 1999 and $44,974 in
fiscal 1998.
(2) Represents the grant in July 2000 of 90,000, 45,000 and 22,500 shares of
restricted Common Stock to Messrs. Robinson, Ahl and Picchi, respectively,
pursuant to the Recognition Plan which were deemed to have the indicated value
at the date of grant and had a fair value at June 30, 2000 of $1,237,500,
$618,750 and $309,375 for the grants to Messrs. Robinson, Ahl and Picchi,
respectively. The awards vest at the rate of 20% per year commencing on the
first anniversary of the date of grant.
(3) Consists of stock options granted pursuant to the Option Plan. All such
options vest at 20% per year starting on the first anniversary of the date of
grant.
(4) All other compensation includes (a) the Bank's matching contribution for
Mr. Robinson under the 401(k) Savings and Profit Sharing Plan of $5,469 in
fiscal 2000, $5,255 in fiscal 1999 and $6,043 in fiscal 1998; matching
contributions for Mr. Ahl of $5,681 in fiscal 2000, $5,l98 in fiscal 1999 and
$2,849 in 1998; and matching contributions for Mr. Picchi of $3,808 in fiscal
2000, $3,017 in fiscal 1999 and $2,465 in fiscal year 1998; (b) the Bank's
profit sharing plan contribution for Mr. Robinson under the 401(k) Savings and
Profit Sharing Plan of $11,200 in each of fiscal 2000, 1999 and 1998; profit
sharing plan contributions for Mr. Ahl of $11,200 in fiscal 2000, $10,872 in
fiscal 1999 and $1,363 in fiscal 1998; and profit sharing plan contributions
for Mr. Picchi of $8,050 in fiscal 2000, $6,381 in fiscal 1999 and $5,377 in
fiscal
(Footnotes continued on following page)
11
year 1998; (c) life insurance premium payments, in fiscal 2000, of $576
for Mr. Robinson, $224 for Mr. Ahl and $63 for Mr. Picchi, and, in fiscal
1999, of $566 for Mr. Robinson, $288 for Mr. Ahl and $66 for Mr. Picchi; (d)
for fiscal 2000, ESOP contributions of $18,755 for Mr. Robinson, $18,755 for
Mr. Ahl and $16,633 for Mr. Picchi, and for fiscal 1999, ESOP contributions of
$6,887 for Mr. Robinson, $6,887 for Mr. Ahl and $4,680 for Mr. Picchi, based
upon the fair market value at the date of allocation of the shares allocated
to them; and (e) contributions pursuant to the Company's Benefit Restoration
Plan for the benefit of Messrs. Robinson and Ahl in fiscal 2000 of $54,976 and
$9,583, respectively, in fiscal 1999, $26,449 and $776, respectively, and in
fiscal 1998, $9,886 and $7,496, respectively.
STOCK OPTIONS
The following table sets forth certain information concerning grants of
stock options awarded to the named executive officers during the fiscal year
ended June 30, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
Individual Grants
--------------------------------------------------------
Options % of Total Options Exercise Expiration
Name Granted(1) Granted(2) Price(3) Date Fair Value of Options(4)
----------- ---------- ------------------ -------- ---------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
Harry L. Robinson 225,000 26.1% $12.0625 7/2/2009 $751,000
Richard A. Ahl 112,500 13.1 12.0625 7/2/2009 375,000
Albert J. Picchi 56,250 6.5 12.0625 7/2/2009 187,875
</TABLE>
_________________________
(1) Consists of stock options exercisable at the rate of 20% per year from
the date of grant.
(2) Percentage of options granted to all directors, officers and employees
during fiscal 2000.
(3) In all cases the exercise price was based on the fair market value of a
share of Common Stock on the date of grant.
(4) The fair value of the options granted was estimated using the Black-
Scholes Pricing Model. Under such analysis, the risk-free interest rate
was assumed to be 5.93%, the expected life of the options to be five
years, the expected volatility to be 26.1% and the dividend yield to be
1.98% per share.
12
The following table sets forth certain information concerning stock
options held by the named executive officers at June 30, 2000. No stock
options were exercised during fiscal 2000.
YEAR END OPTION VALUES
<TABLE>
Value of
Number of Unexercised
Unexercised Options at
Options at Fiscal Year End Fiscal Year End(1)
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <S> <C> <S> <C>
Harry L. Robinson -- -- -- 225,000 -- $379,688
Richard A. Ahl -- -- -- 112,500 -- 189,844
Albert J. Picchi -- -- -- 56,250 -- 94,922
__________________
(1) Based on a per share market price of $13.75 at June 30, 2000.
</TABLE>
EMPLOYMENT CONTRACTS
In January 1999, the Bank entered into employment contracts with Messrs.
Robinson, Ahl and Picchi. The contracts with Mr. Robinson and Mr. Ahl provide
for three-year terms and the contract with Mr. Picchi provides for a two-year
term. The annual salaries under the three contracts as of June 30, 2000 are
$460,000 for Mr. Robinson, $230,000 for Mr. Ahl, and $130,000 for Mr. Picchi,
subject to such bonuses or increases as may be approved by the Board of
Directors. The contracts also provide that each officer will participate in
all other retirement, compensation and fringe benefit plans provided by the
Bank to employees generally, except that they are not entitled to participate
in the Bank's Employee Severance Plan.
If the Bank terminates any of the executive officer's employment other
than for cause, he will be entitled to a lump sum payment equal to his salary
for the unexpired term of the contract, discounted for present value purposes,
plus any benefit plan contributions or bonus or cash incentives that the Bank
would have made on his behalf during the remaining term of his contract. The
Bank would also continue and pay for his life, health and disability coverage
for the remainder of the term of his contract. Upon any termination of any
executive officer, other than following a change in control, the executive is
subject to a one year non-competition agreement. All the contracts provide
that the payment will also be made if the officer resigns after material
breach by the Bank or after certain adverse changes in the terms and
conditions of employment.
The contracts with Messrs. Robinson and Ahl further provide that,
subject to certain conditions, if employment is terminated within eighteen
months after a change in control of the Bank or the Company, or if he resigns
after certain adverse changes in terms and conditions of
13
employment upon the change in control, he will receive a lump sum payment
generally equal to the greater of the salary due for the remaining term of his
contract or three times the average annual salary paid to him in the last five
taxable years. The Bank must also reimburse him, on an after tax basis, for
any excise tax he must pay under Section 28OG of the Internal Revenue Code
because of the change in control payments. For purposes of the contracts, a
"change in control" will generally be deemed to occur when a person or group
acting together acquires beneficial ownership of 25% or more of any class of
equity security of the Company or the Bank; upon stockholder approval of a
merger or consolidation unless certain conditions are met; upon a change of
the majority of the Board of Directors of the Company or the Bank; or upon
liquidation or sale of substantially all the assets of the Company or the
Bank.
The Company has entered into separate employment agreements with Messrs.
Robinson and Ahl for three year terms. These contracts provide for terms
similar to those in the Bank's employment agreements with the executive
officers, as described above. Payments or benefits under the Bank's contract
with Messrs. Robinson and Ahl reduce the corresponding amounts or benefits
which the Company is required to pay or provide under its contracts with them.
The total that may be payable on the change in control provisions in the above
contracts cannot be determined at this time because the amount depends on
future salary levels, average past compensation as of the date of the payment,
the timing of and amount paid in any change in control, and other factors.
BENEFIT RESTORATION PLAN
The Company also maintains a non-qualified deferred compensation plan,
known as the Benefit Restoration Plan. The Benefit Restoration Plan provides
certain officers and highly compensated executives of the Company and the Bank
with supplemental retirement income when such amounts cannot be paid from the
tax-qualified 401(k) or ESOP. Participants in this plan receive a benefit
equal to the amount they would have received under the 401(k) Plan and the
ESOP, but for reductions in such benefits imposed by operation of Sections
401(a)(17), 401(m)(3), 402(g) and 415 of the Internal Revenue Code of 1986, as
amended. In addition, this plan is intended to make up benefits lost under
the ESOP allocation procedures to certain participants named by the
Compensation Committee who retire prior to the complete repayment of the ESOP
loan to the Company. Upon a participant's retirement, the restored ESOP
benefits under the Benefit Restoration Plan are determined by first: (1)
projecting the number of shares that would have been allocated to the
participant under the ESOP if he or she had been employed throughout the
period of the ESOP loan (commencing on the initial date of the employee's ESOP
participation); and (2) first reducing the number determined by (1) above by
the number of shares actually allocated to the participant's account under the
ESOP; and second, multiplying the number of shares that represent the
difference between such figures by the average fair market value of the Common
Stock over the preceding five years. The participant's benefits are payable
upon his or her retirement or other termination of service in the form of a
lump sum. Payment of a deceased participant's benefits will be made to his or
her designated beneficiary. At the Record Date, Messrs. Robinson and Ahl were
the only designated participants in the plan.
14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In fulfillment of the Securities and Exchange Commission's requirements
for disclosure in proxy materials of the Compensation Committee's policies
regarding compensation of executive officers, the committee has prepared the
following report for inclusion in this proxy statement.
General Policy Considerations. For fiscal 2000, the compensation of
executive officers who were officers of the Bank at the beginning of fiscal
2000 was determined by the Salary Committee of the Bank. The committee, in
evaluating compensation for existing executive officers, considered the nature
of the officer's responsibilities, length of service, competitive salaries in
banking and other industries, quality of performance, the performance of
individuals supervised by the officers, and special projects or unusual
difficulties affecting work load and performance. The Salary Committee of the
Bank also created bonus guidelines at the beginning of the year which provide
for the payment of bonuses to officers if specified bank performance goals
were met. Improved financial performance is both an indirect compensation
factor, as it affects base salary decisions, and a direct factor, as it
affects bonus levels. The Board of Directors also considered the extra effort
that was involved in the successful completion of the Bank's conversion to the
stock form of ownership in fiscal 1999 and in the terminated merger with
Hudson River Bancorp.
The terms and conditions of the officers' employment, including salary
and other financial incentives, were established directly by the Board of
Directors. When evaluating the compensation offered to those individuals, the
Board considered competitive salaries in the banking industry, the need to
retain appropriate personnel to maintain strong senior management, and the
level of responsibility and experience of the executive officers. The Board
also considered the potential future value of stock-based compensation as a
component of the total compensation for the executive officers.
The Company's compensation program for executive officers currently
consists of payments of salary and bonuses and periodic grants of stock
options and restricted stock awards. Each element of the program has a
different purpose. Salary and bonus payments are mainly designed to reward
current and past performance. Stock options and restricted stock awards are
designed to help attract and retain superior personnel for positions of
substantial responsibility as well as to provide additional incentive to
contribute to the long-term success of the Company and to align the officers'
interests with those of all stockholders.
Chief Executive Officer Compensation. The Salary Committee of the Bank
reviewed and considered the general factors described above when deciding upon
Mr. Robinson's compensation for fiscal 2000. Base salary paid to Mr. Robinson
for fiscal 2000 was $433,078 and reflects approximately a 20.5% increase over
his salary for fiscal 1999. Mr. Robinson's bonus for fiscal 2000 was 13.3% of
his salary for the year, compared to a bonus of 18.4% of his salary in fiscal
1999. The Company earned a record level of net income in fiscal 2000, which
15
was 142% higher than net income in fiscal 1999. The Salary Committee took
into account the two non-recurring charges that occurred in fiscal 1999 and
the fact that net income was still higher in fiscal 2000 even after adjusting
fiscal 1999 for the non-recurring charges. In determining Mr. Robinson's
salary and bonus for fiscal 2000, the Salary Committee considered the
Company's performance during fiscal 1999 and 2000 and the successful
conversion of the Bank to the stock form of ownership.
The Compensation Committee considered the amount and value of the stock
options and restricted stock awards granted to Mr. Robinson on July 2, 1999.
The Compensation Committee determined that these grants were reasonable and
appropriate, especially since the grants vest over five years at the rate of
20% per year. The Compensation Committee also determined that the amounts
were consistent with grants made to chief executive officers of other recently
converted financial institutions.
This report is included herein at the direction of the members of the
Company's Compensation Committee, directors Bowen, Casabonne, Crotty
(Chairman) and MacAffer and the members of the Bank's Salary Committee,
directors Casabonne (Chairman), Crotty and Wilson.
16
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Common
Stock since commencement of trading in the Common Stock on the Nasdaq Stock
Market on January 4, 1999 with (1) the yearly cumulative total return on the
stocks included in the SNL $500 Million to $1 Billion Thrift Index; and (2)
the yearly cumulative total return on the stocks included in the Nasdaq Stock
Market Index (for United States companies, including technology companies).
All of these cumulative returns are computed assuming the reinvestment of
dividends at the frequency with which dividends were paid during the
applicable period.
<TABLE>
[TOTAL RETURN PERFORMANCE GRAPH]
Index 1/4/99 3/3/1999 6/30/1999 9/30/1999 12/3/1999 3/31/2000 6/30/2000
------------------- ------ -------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Cohoes Bancorp Inc. 100.00 91.76 106.10 103.26 89.83 89.34 124.36
Nasdaq - Total US 100.00 111.44 122.04 125.00 184.74 207.38 180.26
SNL $500M-$1B
Thrift Index 100.00 98.30 96.09 84.60 81.98 74.30 80.65
</TABLE>
The graph represents $100 invested in the Company since initial trading
commenced on the Nasdaq Stock Market on January 4, 1999. The SNL $500 million
to $1.0 billion Thrift Index is an index created by SNL Securities, L.P.,
Charlottesville, Virginia, a nationally recognized analyst of financial
institutions.
17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Salary Committee of the Bank consists of directors Casabonne, Crotty
and Wilson and the Compensation Committee of the Company consist of directors
Bowen, Casabonne, Crotty and MacAffer. None of these individuals is or has
been an officer or employee of the Company or the Bank. When the Board of
Directors functions on matters pertaining to the compensation of Mr. Robinson,
he does not participate in the deliberations or vote by the Board.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
The directors and executive officers of the Company maintain normal deposit
account relationships with the Bank in the ordinary course of business on terms
and conditions no more favorable than those available to the general public. In
the ordinary course of business, the Bank may make loans to directors, officers
and employees, as well as other related parties. All loans to directors and
executive officers and related parties are on substantially the same terms,
including interest rate and collateral, as those prevailing at the same time for
comparable loans to other customers and do not involve more than the normal risk
of collectibility or present other unfavorable features.
PARTICIPANTS IN THE SOLICITATION
General. Under the proxy solicitation rules of the Securities Exchange Act,
Cohoes' Chief Executive Officer Harry L. Robinson, Executive Vice President
Richard A. Ahl, Senior Vice President Albert J. Picchi and each of Cohoes'
directors may be deemed to be a "participant" in our solicitation of proxies.
Information about the principal occupations of these individuals is set forth
under the section "Election of Directors - The Board of Directors, Nominees and
Executive Officers." Information about the present ownership of the voting
stock by each participant, including the right to acquire shares of voting
stock, is set forth under the section "Principal Owners of Our Common Stock."
Information about our employment agreements with Messrs. Robinson, Ahl and
Picchi is set forth under the section "Election of Directors - Employment
Contracts." Information about transactions between Cohoes and directors and
executive officers is set forth under the section "Election of Directors -
Transactions with Directors and Officers." For the purpose of this proxy
statement, the business address of each participant is 75 Remsen Street, Cohoes,
New York 12047. The following sets forth certain additional information about
each participant required to be disclosed under the Securities Exchange Act.
Transactions in Cohoes' Securities in The Last Two Years. Listed below are
the only purchases and sales of Cohoes' Common Stock by each participant since
the Company's initial public offering closed on December 31, 1998. This table
does not include information with respect to stock options or restricted stock
awards granted under the Company's Option Plan or Recognition Plan. See
"Principal Owners of Our Common Stock" and "Election of Directors - Stock
Options-Option Grants in Last Fiscal Year" for information regarding stock
options and restricted stock awards granted on July 2, 1999.
18
Number of Shares
of Common Stock
Name Purchased (Sold) Date of Transaction Price Per Share
--------------- ---------------- ------------------- ---------------
Harry L. Robinson 2,400 7/27/99 $13.00
17,600 7/28/99 13.00
500 10/26/99 11.38
1,000 1/24/00 9.75
1,000 2/25/00 9.88
Richard A. Ahl 4,400 7/29/99 13.00
(500) 8/13/99 12.75
(900) 8/23/99 12.50
2,000 3/1/00 9.69
1,000 3/2/00 9.69
2,000 3/3/00 9.69
Albert J. Picchi 2,300 7/28/99 13.00
1,706 7/29/99 13.00
Arthur E. Bowen 1,500 1/24/00 9.69
Peter G. Casabonne 6,000 1/4/99 12.25
Michael L. Crotty 1,304 1/4/99 11.50
94 1/6/99 11.56
536 10/29/99 11.94
470 3/6/00 9.75
Chester C. DeLaMater 618 1/15/99 11.50
J. Timothy O'Hearn 4,953 1/4/99 11.44
3,000 1/12/99 11.56
10,000 1/21/99 11.00
1,000 2/4/99 10.75
2,000 5/3/00 11.44
R. Douglas Paton 8,000 1/4/99 11.81
800 1/4/99 11.31
5,000 1/4/99 11.69
2,000 1/11/99 11.50
140 8/20/99 12.63
Donald A. Wilson 700 5/12/99 11.25
400 7/26/99 13.06
600 7/26/99 13.06
(1,500) 8/28/00 15.56
(1,000) 8/28/00 15.63
19
OTHER INFORMATION. Except as disclosed elsewhere in this proxy statement,
to the knowledge of Cohoes, no participant (1) owns of record any securities of
Cohoes that are not also beneficially owned by them; (2) is, or was within the
past year, a party to any contract, arrangement or understanding with any person
with respect to the securities of Cohoes, including, but not limited to, joint
ventures, loan or option arrangement, puts or calls, or the giving or
withholding of proxies; (3) has any substantial interest, direct or indirect, by
security holdings or otherwise, in any matter to be acted upon at the Annual
Meeting; (4)beneficially owns any securities of Cohoes that are not owned of
record; or (5) borrowed any funds to purchase any securities set forth under
this section "Participants in the Solicitation." Except as disclosed elsewhere
in this proxy statement, to the knowledge of Cohoes, no participant has any
arrangement or understanding with any person (1) with respect to future
employment by Cohoes or any of its affiliates or (2) with respect to any future
transaction to which Cohoes or any of its affiliates will or may be a party.
PROPOSAL TO AMEND THE 1999 STOCK OPTION AND INCENTIVE PLAN
AND THE 1999 RECOGNITION AND RETENTION PLAN
GENERAL
The Board of Directors of the Company adopted the 1999 Stock Option and
Incentive Plan and the 1999 Recognition and Retention Plan (together, the
"Plans"), both of which were approved by stockholders of the Company at a
special meeting of stockholders held on July 2, 1999. The Plans were adopted by
the Company to attract and retain qualified personnel in key positions, provide
officers and employees with a proprietary interest in the Company as an
incentive to contribute to the success of the Company, and reward key employees
for outstanding performance. The Plans are also designed to retain qualified
directors for the Company. The Option Plan provides for the grant of incentive
stock options intended to comply with the requirements of Section 422 of the
Code ("incentive stock options") and non-incentive or compensatory stock
options. Awards are available for grant to non-employee directors and key
employees of the Company and any subsidiaries, except that non-employee
directors are eligible to receive only awards of non-incentive stock options.
Officers, key employees and non-employee directors of the Company and its
subsidiaries who are selected by the Board of Directors of the Company or
members of the administering committee appointed by the Board are eligible to
receive plan share awards under the Recognition Plan.
The Board of Directors of the Company has adopted amendments to the Plans,
subject to approval by the stockholders. The proposed amendments (1) remove the
restrictions described above with respect to limitations on the accelerated
vesting of awards, (2) provide that new awards shall vest at the rate determined
by the Board or the administering committee, and (3) provide that both existing
and new awards shall accelerate and vest upon a change in control of the Company
or upon retirement, as defined in the Plans. The Plans were also amended for
conforming changes and certain administrative matters. The amendments do not
increase the number of shares reserved for issuance under the Plans or change
the vesting schedule or terms of outstanding awards under the Plans other than
to accelerate the vesting upon a change in control or retirement. In the event
that
20
these amendments to the Plans are not approved by stockholders, the vesting of
existing awards will not accelerate in the event of a change in control or
retirement but the other provisions of the Plans will remain in effect as
originally adopted.
The Plans are administered and interpreted by a committee of the Board of
Directors ("Committee") that is comprised solely of two or more non-employee
directors. The members of the Committee consists of Messrs. Bowen, Casabonne,
Crotty and MacAffer.
Under the Option Plan, the Board of Directors or the Committee determines
which officers, key employees and non-employee directors will be granted
options, whether such options will be incentive or compensatory options (in the
case of options granted to employees), the number of shares subject to each
option, the exercise price of each option, whether such options may be exercised
by delivering other shares of Common Stock and when such options become
exercisable. The per share exercise price of a stock option shall be at least
equal to the fair market value of a share of Common Stock on the date the option
is granted. Under the Recognition Plan, the Committee determines which
officers, key employees and non-employee directors will be granted plan share
awards, the number of shares subject to each award and the vesting schedule of
such awards.
PROPOSED AMENDMENTS
The Company completed its conversion to stock form in December 1998.
Because the Plans were implemented within one year following the completion of
the Bank's mutual to stock conversion, the Plans contain certain restrictions
and limitations consistent with government regulations regarding mutual-to-stock
conversions. Specifically, the regulations provide, among other provisions,
that awards granted pursuant to such plans begin vesting no earlier than one
year from the date the plans are approved by stockholders, shall not vest at a
rate in excess of 20% per year and shall not provide for accelerated vesting
except in the case of disability or death.
As of October 19, 2000, options to purchase 860,105 shares of Common Stock
have been granted and are outstanding under the Option Plan and 92,967 shares
remain available for future grant under the plan. As of October 19, 2000, plan
share awards for 344,972 shares have been granted under the Recognition Plan and
36,437 shares are available for future grant under the plan. Previously granted
awards under the Plans will vest at the rate of 20% per year over five years.
The proposed amendments to the Plans will not affect the number of shares
previously granted nor change the vesting schedule of outstanding awards under
the Plans, but will provide that the vesting of outstanding awards as well as
newly granted awards will accelerate in certain circumstances as described
above.
A copy of the Amended and Restated 1999 Stock Option and Incentive Plan is
attached hereto as Appendix A and a copy of the Amended and Restated 1999
Recognition and Retention Plan is attached hereto as Appendix B.
21
POSSIBLE CHANGE IN CONTROL
The proposed amendments to the Plans define a "change in control of the
Corporation" to include, among other things, the following: (1) the acquisition
by any person of 25% or more of the Company's outstanding Common Stock, or (2) a
change in a majority of the Board of Directors during any period of 24
consecutive months unless the new directors are approved in advance by directors
representing at least two-thirds of the directors then in office who were
directors at the beginning of the period. See Section 2 of the amended and
restated Option Plan in Appendix A and Section 2 of the amended and restated
Recognition Plan in Appendix B.
If your Board of Directors is successful in selling the Company to a larger
financial institution, or if either Ambanc or TrustCo ever completed their
tender offers, then a change in control would be triggered under the amended
Plans.
IMPACT OF A CHANGE IN CONTROL
The occurrence of a change in control would cause all outstanding stock
options and restricted stock awards to be fully vested as of such date, if the
proposed amendments are approved by stockholders. The accelerated vesting of
the stock options will have no tax consequences or impact on the Company's
financial statements, and the optionee will simply be able to exercise the
option earlier than he would have been able to if there was no accelerated
vesting. The accelerated vesting of the restricted stock awards will result in
the holders of the awards having ordinary taxable income equal to the then
current fair market value of the accelerated shares. The Company will receive a
tax deduction for the same amount, and will recognize as compensation expense an
amount equal to the fair market value of such shares as of the date the awards
were granted to the recipients.
Under their employment agreements entered into in January 1999, Messrs.
Robinson, Ahl and Picchi are entitled to receive the value of their outstanding
stock options and restricted stock awards if their employment is terminated
under various circumstances, including a termination by the Bank for any reason
other than cause. As a result, the amendments to the Plans will not increase the
amount of the benefits payable to Messrs. Robinson, Ahl and Picchi, although the
amendments could accelerate the timing of the payments if their employment is
not terminated at the time of the change in control.
Each non-employee director of the Company currently holds 8,322 unvested
restricted shares and 20,804 unvested stock options and other officers and
employees (excluding Messrs. Robinson, Ahl and Picchi) hold 58,440 unvested
restricted shares and 144,596 unvested stock options. If the amendments to the
Plans are approved by stockholders, these unvested grants will become fully
vested upon the occurrence of a change in control. In the absence of a change
in control, these grants will continue to vest in July of each year through July
2004, subject to the terms of the Plans.
The Board of Directors recommends that stockholders vote FOR adoption of
the amendments to the 1999 Stock Option and Incentive Plan and the 1999
Recognition and Retention Plan to provide
22
that any future awards granted thereunder may vest at the rate determined by the
Board of Directors or the Committee and that both existing and future awards
will accelerate under certain circumstances.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Board of Directors appointed Arthur Andersen LLP as
independent public accountants to audit the books of the Company for fiscal
2001, subject to ratification by the stockholders at the meeting. Arthur
Andersen LLP has been employed regularly by the Company since it was formed in
1998 and by the Bank since 1996 to examine their books and accounts and for
other purposes.
We expect that representatives of Arthur Andersen LLP will be present at
the meeting and will have an opportunity to make a statement if they want to do
so. We expect that the representatives will also be available to answer
appropriate questions.
The Board of Directors unanimously recommends that stockholders vote in
favor of the ratification of the appointment of Arthur Andersen LLP as
independent public accountants.
OTHER BUSINESS
We have no reason to believe that any other business will be presented at
the Annual Meeting, but if any other business shall be presented, the Board of
Directors as the holder of the proxies solicited by this proxy statement will
vote on such matters in accordance with their judgment.
GENERAL
We are distributing our Annual Report for fiscal 2000 with this proxy
statement to stockholders of record on the Record Date. The Annual Report is
not part of the proxy solicitation material.
If you submit a properly completed BLUE proxy to the Company on the form
distributed with this proxy statement, it will be voted if received before the
voting is closed at the meeting. The proxy will be voted in the manner directed
on the form of proxy. If the proxy form is signed and returned but no
directions are given, the proxy will be voted "FOR" the amendment of the
Company's 1999 Stock Option and Incentive Plan and 1999 Recognition and
Retention Plan, "FOR" the proposal to ratify the selection of Arthur Andersen
LLP as the Company's independent public accountants, and "FOR" the Company's
director nominees named above.
The cost of soliciting proxies relating to the meeting pursuant to this
proxy statement will be borne by the Company. In addition, directors, officers
and regular employees of the Company and the Bank may solicit proxies
personally, by telephone or by other means without additional
23
compensation. The Company will, upon the request of brokers, dealers, banks
and voting trustees, and their nominees, who were holders of record of shares
of the Company's capital stock or participants in depositories on the Record
Date, bear their reasonable expenses for mailing copies of this proxy
statement with Notice of Annual Meeting and the form of proxy to the beneficial
owners of such shares. The Company has retained the services of Regan &
Associates, Inc., a firm experienced in the solicitation of proxies on behalf
of public companies, for a fee of $30,000 plus expenses of not more than
$25,000, to assist in the proxy solicitation process. One-half of the $30,000
fee is not payable unless the director nominees named in this proxy statement
are elected, the proposal to amend the Company's Option Plan and Recognition
Plan is approved, and the appointment of the independent public accountants is
ratified by our stockholders at the meeting.
STOCKHOLDER PROPOSALS AT THE ANNUAL MEETING IN THE YEAR 2001
The Company's Board of Directors will establish the date for the 2001
annual meeting of stockholders. In order for a stockholder to be entitled,
under the regulations of the Securities and Exchange Commission, to have a
stockholder proposal included in the Company's proxy statement for the 2001
meeting, the proposal must be received by the Company at its principal executive
offices, 75 Remsen Street, Cohoes, New York 12047, Attention: Richard A. Ahl,
Secretary, not less than 120 days in advance of the date in 2001 which
corresponds to the date in 2000 on which these proxy materials are first
released to stockholders. The stockholder must also satisfy the other
requirements of SEC Rule 14a-8. Note that this filing requirement is separate
from the notice requirements regarding the advance notice that is required
before a stockholder is permitted to make a nomination or offer a proposal for a
vote at any annual stockholders' meeting. Under the Company's bylaws, for
business to be properly brought before an annual meeting by stockholders, timely
notice must be received by the Company not less than 60 days prior to the
anniversary date of the preceding year's annual meeting. Such notice must
include certain information as specified in the bylaws.
The Company will furnish, without charge to any stockholder submitting a
written request, a copy of the Company's Annual Report on Form 10-K for fiscal
2000 that was filed with the Securities and Exchange Commission. Such written
request should be directed to Richard A. Ahl, Secretary, at our address stated
above. The Form 10-K report is not a part of the proxy solicitation materials.
Cohoes, New York
October __, 2000
PLEASE SIGN, DATE AND MAIL YOUR BLUE PROXY NOW.
24
APPENDIX A
COHOES BANCORP, INC.
AMENDED AND RESTATED
1999 Stock Option and Incentive Plan
1. Plan Purpose. The purpose of the Plan is to promote the long-
term interests of the Corporation and its stockholders by providing a
means for attracting and retaining directors, advisory directors and
employees of the Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or
"subsidiary corporation" of the Corporation, as such terms are defined in
Section 424(e) and (f), respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive
Stock Option, a Non-Qualified Stock Option or any combination thereof,
as provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of
an Award made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties or
gross negligence.
"Change in Control of the Corporation" shall mean a change in control
of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or
not the Corporation in fact is required to comply with Regulation 14A
thereunder; provided that, without limitation, such a change in control shall be
deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than the Corporation, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 25% or
more of the combined voting power of the Corporation's then outstanding
securities, or (ii) during any period of twenty-four consecutive months during
the term of an Option, individuals who at the beginning of such period
constitute the Board of Directors of the Corporation cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Corporation's stockholders, of each director who was not a
director at the date of grant has been approved in advance by directors
representing at least two-thirds of the directors then in office who were
directors at the beginning of the period.
"Code" -- means the Internal Revenue Code of 1986, as amended.
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"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means Cohoes Bancorp, Inc., a Delaware
corporation, and any successor thereto.
"Exchange Act" -- means the Securities Exchange Act of 1934, as
amended.
"Financial Institution" - means Cohoes Savings Bank or any
successor entity.
"Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee which is intended to qualify as an incentive stock
option under Section 422(b) of the Code. Unless otherwise set forth in the
Award Agreement, any Option which does not qualify as an Incentive Stock
Option for any reason shall be deemed ab initio to be a Non-Qualified
Stock Option.
"Market Value" -- means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on
such date, on the last preceding date on which any reported sale occurred) of a
Share on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if
on such date the Shares are not quoted on the Composite Tape, on the New York
Stock Exchange, or if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 (the "Exchange Act") on which the
Shares are listed or admitted to trading, or, if the Shares are not listed
or admitted to trading on any such exchange, the mean between the closing
high bid and low asked quotations with respect to a Share on such date on the
Nasdaq Stock Market, or any similar system then in use, or, if no such
quotations are available, the fair market value on such date of a Share as the
Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase
Shares granted by the Committee which does not qualify, for any reason, as
an Incentive Stock Option.
"Option" -- means an Incentive Stock Option or a Non-Qualified
Stock Option.
"Participant" -- means any director, advisory director or employee
of the Corporation or any Affiliate who is selected by the Committee to
receive an Award.
"Plan" -- means this Cohoes Bancorp, Inc. 1999 Stock Option
and Incentive Plan, as amended.
"Related" -- means (i) in the case of a Right, a Right which
is granted in connection with, and to the extent exercisable, in whole or in
part, in lieu of, an Option or another Right and (ii) in the case of an
Option, an Option with respect to which and to the extent a Right is
exercisable, in whole or in part, in lieu thereof.
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"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for
any reason, whether voluntary or involuntary, so that the affected individual
is not either (i) an employee of the Corporation or any Affiliate for
purposes of an Incentive Stock Option, or (ii) a director, advisory
director or employee of the Corporation or any Affiliate for purposes of any
other Award.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board, each of whom (i) shall be
an "outside director," as defined under Section 162(m) of the Code and
the Treasury regulations thereunder, and (ii) shall be a "non-employee
director," as defined under Rule 16b-3 of the Exchange Act or any similar
or successor provision. The members of the Committee shall be appointed by
the Board. Except as limited by the express provisions of the Plan or by
resolutions adopted by the Board, the Committee shall have sole and complete
authority and discretion to (i) select Participants and grant Awards; (ii)
determine the number of Shares to be subject to types of Awards generally,
as well as to individual Awards granted under the Plan; (iii) determine
the terms and conditions upon which Awards shall be granted under the Plan;
(iv) prescribe the form and terms of Award Agreements; (v) establish from time
to time regulations for the administration of the Plan; and (vi) interpret
the Plan and make all determinations deemed necessary or advisable for the
administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
4. Shares Subject to Plan.
(a) Subject to adjustment by the operation of Section 6, the
maximum number of Shares with respect to which Awards may be made under the Plan
is 10% of the total Shares sold in the Financial Institution's conversion to
the capital stock form. As long as the Plan is subject to the applicable
requirements of government regulations, no Participant shall receive Awards
under the Plan that represent in the aggregate more than 25% of the Shares with
respect to which Awards may be made under the Plan, and directors who are not
employees of the Corporation or any Affiliate shall not receive Awards that
represent, for any one such director, more than 5%, or, for all such directors
in the aggregate, more than 30% of the Shares with respect to which Awards
may be made under the Plan. The Shares with respect to which Awards may
be made under the Plan may be either authorized and unissued Shares or
previously issued Shares reacquired and held as treasury Shares. Shares which
are subject to Related Rights and Related Options shall be counted only once
in determining whether the maximum number of Shares with respect to which
Awards may be granted under the Plan has been exceeded. An Award shall not
be considered to have been made under the Plan with respect to any Option or
Right which terminates, and new Awards may be granted under the Plan with
respect to the number of Shares as to which such termination has occurred.
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(b) During any calendar year, no Participant may be granted Awards
under the Plan with respect to more than 238,380 Shares, subject to
adjustment as provided in Section 6.
5. Awards.
(a) Options. The Committee is hereby authorized to grant Options
to Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan and the
requirements of applicable law and government regulations as the Committee shall
determine, including the granting of Options in tandem with other Awards under
the Plan:
(i) Exercise Price. The exercise price per Share for an Option
shall be determined by the Committee; provided, however, that such exercise
price shall not be less than 100% of the Market Value of a Share on the date of
grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee, but shall be no greater than 10 years in the case of an Incentive
Stock Option or 15 years in the case of a Non-Qualified Stock Option.
(iii) Time and Method of Exercise. Except as provided in
subsection (b) below, the Committee shall determine the time or times at which
an Option may be exercised in whole or in part and the method or methods by
which, and the form or forms (including, without limitation, cash, Shares, other
Awards or any combination thereof, having a fair market value on the exercise
date equal to the relevant exercise price) in which, payment of the exercise
price with respect thereto may be made or deemed to have been made.
(iv) Incentive Stock Options. Incentive Stock Options may be
granted by the Committee only to employees of the Corporation or its Affiliates.
(v) Termination of Service. Unless otherwise determined by the
Committee and set forth in the Award Agreement evidencing the grant of the
Option, upon Termination of Service of the Participant for any reason other than
for Cause, all Options then currently exercisable shall remain exercisable for
the lesser of (A) three years following such Termination of Service or (B) until
the expiration of the Option by its terms. Upon Termination of Service for
Cause, all Options not previously exercised shall immediately be forfeited.
(b) Additional Terms of Awards. Awards granted pursuant to this Plan
shall vest and become exercisable at the rate, to the extent and subject to such
limitations as may be specified by the Committee. Unless the Committee shall
specifically state otherwise at the time an Option is granted, all Options
granted under this Plan shall become vested and exercisable in full on the date
a Participant terminates his employment with the Corporation or a subsidiary
company or his service as a non-employee director ceases because of his death,
disability or retirement. In addition, all
A-4
outstanding Options hereunder shall become vested and exercisable in full in
the event of a Change in Control of the Corporation as of the effective date
of the Change in Control.
6. Adjustments Upon Changes in Capitalization. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares and exercise price of the Award, if any, as to which Awards
may be granted under the Plan and the number and class of shares and exercise
price of the Award, if any, with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Except as otherwise provided herein, any Award which is
adjusted as a result of this Section 6 shall be subject to the same terms and
conditions as the original Award.
7. Effect of Merger on Options. In the case of any merger, consolidation
or combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing corporation and which
does not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof), any
Participant to whom an Option has been granted shall have the additional right
(subject to the provisions of the Plan and any limitation applicable to such
Option), thereafter and during the term of each such Option, to receive upon
exercise of any such Option an amount equal to the excess of the fair market
value on the date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such Option, multiplied by the
number of Shares with respect to which such Option shall have been exercised.
Such amount may be payable fully in cash, fully in one or more of the kind or
kinds of property payable in such merger, consolidation or combination, or
partly in cash and partly in one or more of such kind or kinds of property, all
in the discretion of the Committee.
8. Assignments and Transfers. No Incentive Stock Option granted under the
Plan shall be transferable other than by will or the laws of descent and
distribution. Any other Award shall be transferable by will, the laws of
descent and distribution, a "domestic relations order," as defined in Section
414(p)(1)(B) of the Code, or a gift to any member of the Participant's immediate
family or to a trust for the benefit of one or more of such immediate family
members. During the lifetime of an Award recipient, an Award shall be
exercisable only by the Award recipient unless it has been transferred as
permitted hereby, in which case it shall be exercisable only by such transferee.
For the purpose of this Section 8, a Participant's "immediate family" shall mean
the Participant's spouse, children and grandchildren.
9. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no employee or other person shall have any claim or right to
be granted an Award under the Plan or under any other incentive or similar plan
of the Corporation or any Affiliate. Neither the Plan nor any action taken
A-5
thereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation or any Affiliate.
10. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such Shares to listing
on any stock exchange on which Shares may then be listed and (ii) the completion
of such registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
11. Withholding Tax. Where a Participant or other person is entitled to
receive Shares pursuant to the exercise of an Option pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld. All withholding decisions pursuant to this Section 11 shall be
at the sole discretion of the Committee or the Corporation.
12. Amendment or Termination.
(a) Except to the extent prohibited by applicable regulations, the
Board may amend, alter, suspend, discontinue, or terminate the Plan without the
consent of shareholders or Participants, except that any such action will be
subject to the approval of the Corporation's shareholders if, when and to the
extent such shareholder approval is necessary or required for purposes of any
applicable federal or state law or regulation or the rules of any stock exchange
or automated quotation system on which the Shares may then be listed or quoted,
or if the Board, in its discretion, determines to seek such shareholder
approval.
(b) Except to the extent prohibited by applicable regulations, the
Committee may waive any conditions of or rights of the Corporation or modify or
amend the terms of any outstanding Award. The Committee may not, however,
amend, alter, suspend, discontinue or terminate any outstanding Award without
the consent of the Participant or holder thereof, except as otherwise provided
herein.
13. Effective Date and Term of Plan. The Plan shall become effective upon
the later of its adoption by the Board or its approval by the shareholders of
the Corporation. It shall continue in effect for a term of fifteen years
thereafter unless sooner terminated under Section 12 hereof.
A-6
APPENDIX B
COHOES BANCORP, INC.
AMENDED AND RESTATED
1999 Recognition and Retention Plan
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, advisory directors and employees of the
Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or
"subsidiary corporation" of the Corporation, as such terms are defined in
Section 424(e) and (f), respectively, of the Code.
"Award" -- means the grant by the Committee of Restricted Stock,
as provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of
an Award made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Change in Control of the Corporation" shall mean a change in control
of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or
not the Corporation in fact is required to comply with Regulation 14A
thereunder; provided that, without limitation, such a change in control shall be
deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than the Corporation, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 25% or
more of the combined voting power of the Corporation's then outstanding
securities, or (ii) during any period of twenty-four consecutive months during
the term of an Option, individuals who at the beginning of such period
constitute the Board of Directors of the Corporation cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Corporation's stockholders, of each director who was not a
director at the date of grant has been approved in advance by directors
representing at least two-thirds of the directors then in office who were
directors at the beginning of the period.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
B-1
"Corporation" -- means Cohoes Bancorp, Inc., a Delaware
corporation, and any successor thereto.
"Exchange Act" -- means the Securities Exchange Act of 1934, as
amended.
"Financial Institution" - means Cohoes Savings Bank or any
successor entity.
"Participant" -- means any director, advisory director or employee
of the Corporation or any Affiliate who is selected by the Committee to
receive an Award.
"Plan" -- means this Cohoes Bancorp, Inc. 1999 Recognition
and Retention Plan, as amended.
"Restricted Period" -- means the period of time selected by
the Committee for the purpose of determining when restrictions are in effect
under Section 5 hereof with respect to Restricted Stock awarded under the
Plan.
"Restricted Stock" -- means Shares awarded to a Participant by
the Committee pursuant to Section 5 hereof.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for
any reason, whether voluntary or involuntary, so that the affected individual
is not a director, advisory director or employee of the Corporation or any
Affiliate. Service shall not be considered to have ceased in the case of sick
leave, military leave or any other leave of absence approved by the
Corporation or any Affiliate or in the case of transfers between payroll
locations of the Corporation or between the Corporation, its subsidiaries or
its successor.
3. Administration. The Plan shall be administered by a Committee consisting
of two or more members of the Board, each of whom (i) shall be an "outside
director," as defined under Section 162(m) of the Code and the Treasury
regulations thereunder, and (ii) shall be a "non-employee director," as defined
under Rule 16b-3 of the Exchange Act or any similar or successor
provision. The members of the Committee shall be appointed by the Board.
Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board, the Committee shall have sole and complete authority and
discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe the
form and terms of Award Agreements; (v) establish from time to time regulations
for the administration of the Plan; and (vi) interpret the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan.
B-2
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
4. Shares Subject to Plan. Subject to adjustment by the operation of
Section 6, the maximum number of Shares with respect to which Awards may be made
under the Plan is 4% of the total Shares sold in the Financial Institution's
conversion to the capital stock form. The Shares with respect to which Awards
may be made under the Plan may be either authorized and unissued Shares or
previously issued Shares reacquired and held as treasury Shares. An Award shall
not be considered to have been made under the Plan with respect to Restricted
Stock which is forfeited, and new Awards may be granted under the Plan with
respect to the number of Shares as to which such forfeiture has occurred.
5. Terms and Conditions of Restricted Stock. The Committee is hereby
authorized to grant Awards of Restricted Stock to Participants with the
following terms and conditions and with such additional terms and conditions as
the Committee shall determine:
(a) At the time of an Award of Restricted Stock, the Committee
shall establish for each Participant a Restricted Period, during which or at
the expiration of which, as the Committee shall determine and provide in the
Award Agreement, the Shares awarded as Restricted Stock shall no longer be
subject to restriction. Subject to any such other terms and conditions as the
Committee shall provide, Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. As long as the
Plan is subject to the requirements of applicable government regulations,
Shares of Restricted Stock subject to restriction on the record date for
determining shareholders entitled to vote on any matter shall be voted by the
Board. Except for such restrictions, and subject to paragraphs (c) and
(e) of this Section 5 and Section 6 hereof, the Participant as owner of such
shares shall have all the rights of a stockholder.
No director who is not an employee of the Corporation shall be granted
Awards with respect to more than 5% of the total Shares subject to the
Plan. All non-employee directors of the Corporation, in the aggregate, may not
be granted Awards with respect to more than 30% of the total Shares subject
to the Plan, and no individual shall be granted Awards with respect to more than
25% of the total Shares subject to the Plan. Awards shall vest and the
Restricted Period shall lapse when and as determined by the Committee.
Notwithstanding the foregoing, all Awards made pursuant to this Plan shall
become fully vested and the Restricted Period shall lapse in the event of (A)
the termination of a Participant's employment with the Corporation or the
cessation of his service as a non-employee director due to death, disability or
retirement or (B) a Change in Control of the Corporation.
Subject to compliance with applicable regulations, the Committee shall have
the authority, in its discretion, to accelerate the time at which any or all of
the restrictions shall lapse with respect thereto, or to remove any or all of
such restrictions, whenever it may determine that such action is appropriate
B-3
by reason of changes in applicable tax or other laws or other changes in
circumstances occurring after the commencement of such Restricted Period.
(b) If a Participant incurs a Termination of Service for any
reason (other than death, disability, retirement or upon a Change in Control of
the Corporation), all Shares of Restricted Stock awarded to such Participant
and which at the time of such Termination of Service are subject to the
restrictions imposed pursuant to paragraph (a) of this Section 5 shall upon
such Termination of Service be forfeited and returned to the Corporation. If
a Participant incurs a Termination of Service by reason of death, disability,
retirement or upon a Change in Control of the Corporation, the Restricted Period
with respect to the Participant's Restricted Stock then still subject to
restrictions shall thereupon lapse.
(c) Each certificate in respect of Shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant
and deposited by the Participant, together with a stock power endorsed in
blank, with the Corporation and shall bear the following (or a similar)
legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the Cohoes Bancorp,
Inc. 1999 Recognition and Retention Plan. Copies of such Plan are
on file in the office of the Secretary of Cohoes Bancorp, Inc.,75
Remsen Street, Cohoes, New York 12047.
(d) At the time of any Award, the Participant shall enter into
an Award Agreement with the Corporation in a form specified by the Committee,
agreeing to the terms and conditions of the Award and such other matters as the
Committee, in its sole discretion, shall determine.
(e) At the time of an Award of Shares of Restricted Stock, the
Award Agreement shall provide that the payment to the Participant of
dividends declared or paid on such Shares by the Corporation shall be deferred
until the lapse of the Restricted Period, and such dividends shall be held by
the Corporation for the account of the Participant until such time. There shall
be credited at the end of each year (or portion thereof) interest on the
balance of the bookkeeping account at the beginning of such year at such rate
per annum as the Committee, in its discretion, may determine. Payment of the
deferred dividends, together with interest accrued thereon, shall be made upon
the lapse of the Restricted Period.
(f) Upon the lapse of the Restricted Period, the Corporation
shall redeliver to the Participant (or where the relevant provision of
paragraph (b) of this Section 5 applies in the case of a deceased Participant,
to his legal representative, beneficiary or heir) the certificate(s) and
stock power deposited with it pursuant to paragraph (c) of this Section 5,
and the Shares represented by such certificate(s) shall be free of the
restrictions imposed pursuant to paragraph (a) of this Section 5.
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6. Adjustments Upon Changes in Capitalization. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any Award which is adjusted as a result of this Section 6
shall be subject to the same restrictions as the original Award, and the
certificate[s] or other instruments representing or evidencing such Restricted
Stock shall be legended and deposited with the Corporation in the manner
provided in Section 5(c) hereof.
7. Assignments and Transfers. During the Restricted Period, no Award nor
any right or interest of a Participant in any instrument evidencing an Award may
be assigned, encumbered or transferred other than by will, the laws of descent
and distribution or pursuant to a "domestic relations order," as defined in
Section 414(p)(1)(B) of the Code.
8. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no employee or other person shall have any claim or right to
be granted an Award under the Plan or under any other incentive or similar plan
of the Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation or any Affiliate.
9. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
10. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such Shares in taxable
income), the Corporation shall have the right to require the Participant or
other person receiving such Shares to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such Shares,
or, in lieu thereof, to retain or sell without notice, a sufficient number of
Shares held by it to cover the amount required to be withheld. The Corporation
shall have the right to deduct from all dividends paid with respect to Shares of
Restricted Stock the
B-5
amount of any taxes which the Corporation is required to withhold with respect
to such dividend payments.
11. Amendment or Termination.
(a) Except to the extent prohibited by applicable regulations,
the Board may amend, alter, suspend, discontinue, or terminate the Plan without
the consent of shareholders or Participants, except that any such action will
be subject to the approval of the Corporation's shareholders if, when and to
the extent such shareholder approval is necessary or required for purposes of
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or
quoted, or if the Board, in its discretion, determines to seek such shareholder
approval.
(b) Except to the extent prohibited by applicable regulations,
the Committee may waive any conditions of or rights of the Corporation or
modify or amend the terms of any outstanding Award. The Committee may not,
however, amend, alter, suspend, discontinue or terminate any outstanding
Award without the consent of the Participant or holder thereof, except as
otherwise provided herein.
12. Effective Date and Term of Plan. The Plan shall become effective upon
the later of its adoption by the Board or its approval by the shareholders of
the Corporation. It shall continue in effect for a term of fifteen years
thereafter unless sooner terminated under Section 11 hereof.
B-6
Please mark [X] FOR
COHOES BANCORP, INC. your votes as
ANNUAL MEETING OF STOCKHOLDERS indicated in
this example
The undersigned hereby appoints the Board of Directors of Cohoes Bancorp,
Inc. ("Cohoes"), and its successors, with full power of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of common
stock of Cohoes which the undersigned is entitled to vote at Cohoes' Annual
Meeting of Stockholders (the "Meeting"), to be held on Thursday, November 30,
2000, at the Cohoes Community Center, 22-40 Remsen St., Cohoes, New York at
4:00 p.m., local time, and at any and all adjournments and postponements
thereof, as follows:
1. ELECTION OF DIRECTORS -YOUR BOARD'S NOMINEES
Your Board's nominees are Peter G. Casabonne,
Chester C. DeLaMater, J. Timothy O'Hearn WITHHOLD
and R. Douglas Paton. FOR FOR ALL
Authority to vote for any nominee(s) may be
withheld by lining through or otherwise [ ] [ ]
striking out the name(s) of such nominee(s).
2. Approval of
amendment to the
Company's 1999 FOR AGAINST ABSTAIN
Stock Option and [ ] [ ] [ ]
Incentive Plan and
1999 Recognition
and Retention Plan
3. Ratification of FOR AGAINST ABSTAIN
appointment of Arthur [ ] [ ] [ ]
Andersen LLP as
independent accountants
Your Board of Directors I plan to attend the YES NO
recommends a vote "FOR" Cohoes Annual Meeting. [ ] [ ]
the above four nominees
and "FOR" proposals 2
and 3.
In their discretion, the
proxies are authorized to
vote on any other business
that may properly come
before the meeting or any
adjournment or postponement
thereof.
This proxy will be voted as directed, but if no instructions are specified,
this proxy will be voted FOR Proposals 1, 2 and 3. If any other business is
presented at the meeting, this proxy will be voted by those named in this
proxy in their best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the meeting. The stockholder
may revoke this proxy at any time before it is voted.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned acknowledges receipt from Cohoes, prior to the execution
of this proxy, of Notice of the Meeting, the Proxy Statement and other
materials.
Dated:___________________ ________________________________
Print Name of Stockholder(s)
_________________________ ________________________________
Signature of Stockholder Signature of Stockholder
Please sign exactly as your name appears above on this form. When signing as
attorney, executor, administrator, trustee, guardian or corporate officer,
please give your full title. If shares are held jointly, each holder should
sign.
______________________________________________________________________________
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
______________________________________________________________________________
