Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
To Be Held On March 28, 2000
Notice is hereby given that a Special Meeting of Greene County Bancorp,
Inc. (the "Company") will be held at the main office of the Company, 425 Main
Street, Catskill, New York, on March 28, 2000, at 5:00 p.m., New York Time.
A Proxy Card and a Proxy Statement for the Special Meeting are enclosed.
The Special Meeting is for the purpose of considering and acting upon:
1. The approval of the Greene County Bancorp, Inc. 2000 Stock Option Plan;
2. The approval of the Greene County Bancorp, Inc. 2000 Recognition and
Retention Plan; and
such other matters as may properly come before the Special Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Special Meeting.
Any action may be taken on the foregoing proposals at the Special
Meeting on the date specified above, or on date or dates to which the Special
Meeting may be adjourned. Stockholders of record at the close of business on
February 11, 2000, are the stockholders entitled to vote at the Special
Meeting, and any adjournments thereof. A list of stockholders entitled to
vote at the Special Meeting will be available at 302 Main Street, Catskill,
New York, for a period of ten days prior to the Special Meeting and will also
be available for inspection at the meeting itself.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE SPECIAL MEETING,
IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By Order of the Board of Directors
/s/ Bruce P. Egger
Bruce P. Egger
Secretary
February 18, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
SPECIAL MEETING OF STOCKHOLDERS
March 28, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Greene County Bancorp, Inc.
(the "Company") to be used at the Special Meeting of Stockholders of the
Company (the "Special Meeting"), which will be held at the main office of the
Company, 425 Main Street, Catskill, New York, on March 28, 2000, at 5:00
p.m., New York Time, and all adjournments of the Special Meeting. The
accompanying Notice of Special Meeting of Stockholders and this Proxy
Statement are first being mailed to stockholders on or about February 18,
2000.
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REVOCATION OF PROXIES
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Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Special Meeting and
all adjournments thereof. Proxies solicited on behalf of the Board of
Directors of the Company will be voted in accordance with the directions
given thereon. Where no instructions are indicated, validly executed proxies
will be voted "FOR" the proposals set forth in this Proxy Statement for
consideration at the Special Meeting.
A proxy may be revoked at any time prior to its exercise by the filing
of a written notice of revocation with the Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Special Meeting and voting in person. However, if you are a
stockholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Special Meeting.
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VOTING SECURITIES
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Holders of record of the Company's common stock, par value $.10 per
share (the "Common Stock") as of the close of business on February 11, 2000
(the "Record Date") are entitled to one vote for each share then held, except
as described below. As of the Record Date, the Company had 1,976,736 shares
of Common Stock issued and outstanding (exclusive of Treasury shares). The
presence, in person or by proxy, of at least a majority of the total number
of shares of Common Stock outstanding and entitled to vote is necessary to
constitute a quorum at this Special Meeting. In the event there are not
sufficient votes for a quorum, or to approve any matter being presented, at
the time of this Special Meeting, the Special Meeting may be adjourned in
order to permit the further solicitation of proxies.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess
of 5% of the outstanding shares of Common Stock (the "Limit") are not
entitled to any vote with respect to the shares held in excess of the Limit.
The Company's Certificate of Incorporation authorizes the Board of Directors
(i) to make all determinations necessary to implement and apply the Limit,
including determining whether persons or entities are acting in concert, and
(ii) to demand that any person who is reasonably believed to beneficially own
stock in excess of the Limit supply information to the Company to enable the
Board to implement and apply the Limit. The Limit does not apply to shares of
Common Stock held by Greene County Bancorp, MHC.
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VOTING PROCEDURES AND METHOD OF COUNTING VOTES
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As to the approval of the Stock Option Plan and the Recognition Plan, by
checking the appropriate box, a stockholder may: (i) vote FOR the item; (ii)
vote AGAINST the item; or (iii) ABSTAIN from voting on such item. Under the
Company's Certificate of Incorporation and Bylaws, the approval of this
matter shall be determined by a majority of votes cast, without regard to
broker non-votes or proxies marked "ABSTAIN."
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the February 11, 2000, the shares of Common Stock
beneficially owned by persons who beneficially own more than five percent of
the Company's outstanding shares of Common Stock, including shares owned by
Greene County Bancorp, MHC and its directors and executive officers.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership Outstanding
Greene County Bancorp, MHC $1,152,316 53.53%
302 Main Street
Catskill, New York 12414
Greene County Bancorp, MHC 122,443 5.69%
and all Directors and Executive
Officers as a Group
(13 persons)(1)
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(1) The Company's executive officers and directors (except David H. Jenkins,
DVM) are also executive officers and directors of the Mutual Holding
Company.
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PROPOSAL I - APPROVAL OF THE
GREENE COUNTY BANCORP, INC. 2000 STOCK OPTION PLAN
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General
Pursuant to the Greene County Bancorp, Inc. 2000 Stock Option Plan (the
"Stock Option Plan") options to purchase up to 90,949 shares of Common Stock
(or 10% of the shares issued in the Company's stock offering) may be granted
to the Bank's and the Company's employees and Directors. The Board of
Directors believe that it is appropriate to adopt a flexible and
comprehensive stock option plan that permits the granting of a variety of
long-term incentive awards to directors and officers as a means of enhancing
and encouraging the recruitment and retention of those individuals on whom
the continued success of the Bank and the Company most depends.
Attached as Appendix A to this Proxy Statement is the complete text of
the form of the Stock Option Plan. The principal features of the Stock Option
Plan are summarized below.
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Principal Features of the Stock Option Plan
The Stock Option Plan provides for awards in the form of stock options,
reload options, limited stock appreciation rights ("Limited Rights") and
dividend equivalent rights. Each award shall be on such terms and conditions,
consistent with the Stock Option Plan, as the committee administering the
Stock Option Plan may determine.
The term of stock options will not exceed ten years from the date of
grant. Stock options granted under the Stock Option Plan may be either
"Incentive Stock Options" as defined under Section 422 of the Code, or stock
options not intended to qualify as such ("non-qualified stock options").
Shares issued upon the exercise of a stock option may be either
authorized but unissued shares or reacquired shares held by the Company in
its treasury. Any shares subject to an award that expires or is terminated
unexercised will again be available for issuance under the Stock Option Plan.
Generally, in the discretion of the Board, all or any non-qualified stock
options granted under the Stock Option Plan may be transferable by the
participant but only to the persons or classes of persons determined by the
Board. No other award or any right or interest therein is assignable or
transferable except under certain limited exceptions set forth in the Stock
Option Plan.
The Stock Option Plan is administered by the Stock Benefits Plan
Committee of the Board of Directors of the Company (the "Committee").
Pursuant to the terms of the Stock Option Plan, any director, officer or
employee of the Bank or the Company or its affiliates is eligible to
participate. The Committee will determine to whom the awards will be granted,
in what amounts, and the period over which such awards will vest. In granting
awards under the Stock Option Plan, the Committee considers, among other
things, position and years of service, value of the individual's services to
the Company and the Bank and the added responsibilities of such individuals
as employees, directors and officers of a public company and/or its
subsidiary. The exercise price will be at least 100% of the fair market value
of the underlying Common Stock at the time of the grant. The last sale price
of the Common Stock on January 31, 2000 was $8.375 per share. The exercise
price may be paid in cash, Common Stock, or through withholding of shares (a
"cashless exercise"). As of the date of this proxy statement, no
determination has been made by the Committee as to the granting of awards of
stock options.
Stock Options. Incentive stock options can only be granted to employees
of the Bank, the Company or an "affiliate" (i.e., a parent or subsidiary
corporation of the Bank or the Company). The maximum number of shares for
which grants of Incentive Stock Options may be made to any individual
employee is 22,737. Nonemployee directors will be granted non-qualified stock
options. No option granted to an employee in connection with the Stock Option
Plan will be exercisable as an Incentive Stock Option subject to incentive
tax treatment if exercised more than three months after the date on which the
optionee terminates employment with the Bank and/or the Company, except as
set forth below. Options can be exercised as incentive options for up to one
year after disability and for remaining option terms in the event of death,
subject to the requirements of the Code.
In the event of death, disability or normal retirement of an optionee,
the Company, if requested by the optionee or beneficiary, may elect, in
exchange for the option, to pay the optionee or beneficiary, the amount by
which the fair market value of the Common Stock exceeds the exercise price of
the option on the date of the optionee's termination of service for death,
disability or normal retirement.
Limited Stock Appreciation Rights. The Committee may grant Limited
Rights to employees simultaneously with the grant of any option. A Limited
Right gives the option holder the right, upon a change in control of the
Company or the Bank, to receive the excess of the market value of the shares
represented by the Limited Rights on the date exercised over the exercise
price. Limited Rights generally will be subject to the same terms and
conditions and exercisable to the same extent as stock options, as described
above. Payment upon exercise of a Limited Right will be in cash, or in the
event of a change in control in which pooling accounting treatment is a
condition to the transaction, for shares of stock of the Company, or in the
event of a merger transaction, for shares of the acquiring corporation or its
parent, as applicable.
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Limited Rights may be granted at the time of, and must be related to,
the grant of a stock option. The exercise of one will reduce to that extent
the number of shares represented by the other. If a Limited Right is granted
with and related to an Incentive Stock Option, the Limited Right must satisfy
all the restrictions and limitations to which the related Incentive Stock
Option is subject.
Dividend Equivalent Rights. Dividend equivalent rights may also be
granted at the time of the grant of a stock option. Dividend equivalent
rights entitle the option holder to receive an amount of cash at the time
that certain extraordinary dividends are declared equal to the amount of the
extraordinary dividend multiplied by the number of options that the person
holds. For these purposes, an extraordinary dividend is defined under the
Stock Option Plan as any dividend paid on shares of Common Stock where the
rate of dividend exceeds the Bank's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters.
Reload Options. Reload options may also be granted at the time of the
grant of a stock option. Reload options entitle the option holder, who has
delivered shares that he or she owns as payment of the exercise price for
option stock, to a new option to acquire additional shares equal in amount to
the shares he or she has traded in. Reload options may also be granted to
replace option shares retained by the employer for payment of the option
holder's withholding tax. The option price at which additional shares of
stock can be purchased by the option holder through the exercise of a reload
option is equal to the market value of the previously owned stock at the time
it was surrendered to the employer. The option period during which the reload
option may be exercised expires at the same time as that of the original
option that the holder has exercised.
Effect of Adjustments. Shares as to which awards may be granted under
the Stock Option Plan, and shares then subject to awards, will be adjusted by
the Committee in the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination or exchange of
shares or other change in the corporate structure of the Company.
Amendment and Termination. The Board may at any time amend, suspend or
terminate the Stock Option Plan or any portion thereof, provided, however,
that no such amendment, suspension or termination shall impair the rights of
any individual, without his consent, in any Award made pursuant to the Plan.
Unless previously terminated, the Stock Option Plan shall continue in effect
for a term of ten years, after which no further awards may be granted under
the Stock Option Plan.
Federal Income Tax Consequences. Under present federal income tax laws,
awards under the Stock Option Plan will have the following consequences:
(1) The grant of an award, by itself, will neither result in the recognition
of taxable income to the recipient nor entitle the Company to a
deduction at the time of such grant.
(2) The exercise of a stock option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code will generally not, by
itself, result in the recognition of taxable income to the individual
nor entitle the Company to a deduction at the time of such exercise.
However, the difference between the exercise price and the fair market
value of the option shares on the date of exercise is an item of tax
preference which may, in certain situations, trigger the alternative
minimum tax.
(3) The sale of an Incentive Stock Option share prior to the applicable
holding period, i.e., the longer of two years from the date of grant of
the Incentive Stock Option or one year from the date of exercise, will
cause any gain to be taxed at ordinary income tax rates, with respect to
the spread between the exercise price and the fair market value of the
share on the date of exercise and at short term capital gains rates with
respect to any post exercise appreciation in the value of the share.
(4) The sale of an Incentive Stock Option share after one year from the date
of exercise, will generally result in long term capital gain or loss.
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(5) The exercise of a stock option which is not an Incentive Stock Option,
i.e., a non-qualified stock option, will result in the recognition of
ordinary income on the date of exercise in an amount equal to the
difference between the exercise price and the fair market value on the
date of exercise of the shares acquired pursuant to the stock option.
(6) The exercise of a Limited Right will result in the recognition of
ordinary income by the individual on the date of exercise in an amount
of cash and/or the fair market value on the date of exercise.
(7) Reload options are of the same type (non-qualified or incentive) as the
option that the option holder exercised. Therefore, the tax consequences
of the reload option are determined under the applicable tax rules for
non-qualified or incentive stock options.
(8) The receipt of a cash payment pursuant to a dividend equivalent right
will result in the recognition of compensation or self-employment income
by the recipient.
(9) The Company will be allowed a deduction at the time, and in the amount
of, any ordinary income recognized by the individual under the various
circumstances described above, provided that the Company meets its
federal withholding tax obligations.
The affirmative vote of the holders of a majority of the votes cast at
the Special Meeting is required for approval of the Stock Option Plan. The
purpose of obtaining stockholder approval of the Stock Option Plan is to
qualify the plan for the granting of incentive stock options and to satisfy
certain requirements for the Company's Common Stock established by the Nasdaq
"SmallCap" Market. Under regulations issued by the New York State Banking
Department, in order for members of the board of trustees of Greene County
Bancorp, MHC (all members of the Board of Directors of the Company, except
David H. Jenkins, DVM, are members of the board of trustees of Greene County
Bancorp, MHC) to participate in the Stock Option Plan, the affirmative vote
of the holders of a majority of the total shares of Common Stock issued and
outstanding, excluding shares held by Greene County Bancorp, MHC, is
required.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE STOCK
OPTION PLAN.
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PROPOSAL II - APPROVAL OF THE
GREENE COUNTY BANCORP, INC. 2000 RECOGNITION AND RETENTION PLAN
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General
The Company has established the Greene County Bancorp, Inc. 2000
Recognition and Retention Plan (the "Recognition Plan") as a method of
providing certain employees and nonemployee directors of the Bank, the
Company, and their "affiliates" with a proprietary interest in the Company in
a manner designed to encourage such persons to remain with the Bank, the
Company, and their affiliates and to provide further incentives to achieve
corporate objectives. The following discussion is qualified in its entirety
by reference to the Recognition Plan, the form of which is attached hereto as
Appendix B.
The Company intends to contribute 45,474 shares of Common Stock of the
Company to the Recognition Plan, or sufficient funds for the Recognition Plan
to acquire 45,474 shares of Common Stock, which shares will be available to
be awarded to employees and nonemployee directors. These shares may be
purchased in the open market by the Company or the Recognition Plan, or may
be contributed by the Company from authorized-but-unissued shares.
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Principal Features of the Recognition Plan
The Recognition Plan is administered by the Stock Benefits Plan
Committee of the Board of Directors (the "Committee"). The Committee will
select the recipients and terms of awards pursuant to the Recognition Plan.
Pursuant to the terms of the Recognition Plan, any director, officer or
employee of the Bank, the Company or its affiliates may be selected by the
Committee to participate in the Recognition Plan. In determining to whom and
in what amount to grant awards, the Committee considers the position and
responsibilities of eligible persons, the value of their services to the
Company and the Bank and other factors it deems relevant. The Recognition
Plan provides for the award of shares of Common Stock ("Recognition Plan
Shares") on terms and conditions as determined by the Committee, consistent
with the plan. As of February 18, 2000, there were eight nonemployee
directors eligible to participate in the Recognition Plan. As of the date of
this proxy statement, no determination has been made by the Committee as to
the granting of Recognition Plan Shares.
In the event a recipient ceases to maintain continuous service (as
defined in the Recognition Plan) with the Company or the Bank by reason of
death or disability, retirement or following a change in control, Recognition
Plan Shares still subject to restrictions will vest and be free of these
restrictions. In the event of termination for any other reason, all nonvested
shares will be forfeited and returned to the Company. Prior to vesting of the
nonvested Recognition Plan Shares, a recipient will have the right to vote
the nonvested Recognition Plan Shares which have been awarded to the
recipient and will receive any dividends declared on such Recognition Plan
Shares. Recognition Plan Shares are subject to forfeiture if the recipient
fails to remain in the continuous service as an employee, officer, or
director of the Company or the Bank for a stipulated period (the "restricted
period").
Effect of Adjustments. Restricted stock awarded under the Recognition
Plan will be adjusted by the Committee in the event of a reorganization,
recapitalization, stock split, stock dividend, combination or exchange of
shares, merger, consolidation or other change in corporate structure.
Federal Income Tax Consequences. Holders of restricted stock will
recognize ordinary income on the date that the shares of restricted stock are
no longer subject to a substantial risk of forfeiture, in an amount equal to
the fair market value of the shares on that date. In certain circumstances, a
holder may elect to recognize ordinary income and determine such fair market
value on the date of the grant of the restricted stock. Holders of restricted
stock will also recognize ordinary income equal to their dividend or dividend
equivalent payments when such payments are received. Generally, the amount of
income recognized by individuals will be a deductible expense for tax
purposes by the Bank.
Amendment to the Recognition Plan. The Board of Directors of the Bank
may amend, suspend or terminate the Recognition Plan or any portion thereof,
provided, however, that no such amendment, suspension or termination shall
impair the rights of any award recipient, without his consent, in any award
theretofore made pursuant to the Recognition Plan.
The affirmative vote of the holders of a majority of the votes cast at
the Special Meeting is required for approval of the Recognition Plan. The
purpose of obtaining stockholder approval of the Recognition Plan is to
satisfy certain requirements for the Company's Common Stock established by
the Nasdaq "SmallCap" Market. Under regulations issued by the New York State
Banking Department, in order for members of the board of trustees of Greene
County Bancorp, MHC (all members of the Board of Directors of the Company,
except David H. Jenkins, DVM, are members of the board of trustees of Greene
County Bancorp, MHC) to participate in the Stock Option Plan, the affirmative
vote of the holders of a majority of the total shares of Common Stock issued
and outstanding, excluding shares held by Greene County Bancorp, MHC, is
required.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
RECOGNITION PLAN.
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STOCKHOLDER PROPOSALS
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In order to be eligible for inclusion in the proxy materials for the
next Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's executive office, 302 Main
Street, Catskill, New York 12414, no later than June 1, 2000. Any such
proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
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ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
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The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought
before an annual meeting. In order for a stockholder to properly bring
business before an annual meeting, or to propose a nominee to the Board, the
stockholder must give written notice to the Secretary of the Company not less
than ninety (90) days before the date fixed for such meeting; provided,
however, that in the event that less than one hundred (100) days notice or
prior public disclosure of the date of the meeting is given or made, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made. The
notice must include the stockholder's name, record address, and number of
shares owned by the stockholder, describe briefly the proposed business, the
reasons for bringing the business before the annual meeting, and any material
interest of the stockholder in the proposed business. In the case of
nominations to the Board, certain information regarding the nominee must be
provided. Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to an annual meeting any
stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
The date on which the next annual meeting of stockholders is expected to
be held is October 25, 2000. Accordingly, advance written notice for certain
business, or nominations to the Board of Directors, to be brought before the
next Annual Meeting must be given to the Company by July 27, 2000. If notice
is received after July 27, 2000, it will be considered untimely, and the
Company will not be required to present the matter at the stockholders
meeting.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Special Meeting other than the matters described above in the Proxy
Statement. However, if any matters should properly come before the Special
Meeting, it is intended that holders of the proxies will act as directed by a
majority of the Board of Directors, except for matters related to the conduct
of the Special Meeting, as to which they shall act in accordance with their
best judgment.
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MISCELLANEOUS
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The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telegraph or telephone without
additional compensation. The Company has retained Corporate Investor
Communications, Inc., a proxy soliciting firm, to assist the Company in the
solicitation of proxies for the Special Meeting, for a fee of approximately
$1,500, plus out-of-pocket expenses.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bruce P. Egger
Bruce P. Egger
Secretary
Catskill, New York
February 18, 2000
F:\clients\1113\00AnnMtg\Proxy1-00.wpd
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APPENDIX A
GREENE COUNTY BANCORP, INC.
2000 STOCK OPTION PLAN
1. Purpose
The purpose of the Greene County Bancorp, Inc. 2000 Stock Option Plan
(the "Plan") is to advance the interests of Greene County Bancorp, Inc. (the
"Company") and its stockholders by providing Key Employees and Outside
Directors of the Company and its Affiliates, including The Bank of Greene
County (the "Bank"), upon whose judgment, initiative and efforts the
successful conduct of the business of the Company and its Affiliates largely
depends, with an additional incentive to perform in a superior manner as well
as to attract people of experience and ability.
2. Definitions
"Affiliate" means any "parent corporation" or "subsidiary corporation"
of the Company or the Bank, as such terms are defined in Section 424(e) or
424(f), respectively, of the Code, or a successor to a parent corporation or
subsidiary corporation.
"Award" means an Award of Non-Statutory Stock Options, Incentive Stock
Options, Reload Options, Limited Rights, and/or Dividend Equivalent Rights
granted under the provisions of the Plan.
"Bank" means The Bank of Greene County, or a successor corporation.
"Beneficiary" means the person or persons designated by a Participant to
receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time
to time by similar written notice to the Committee. In the absence of a
written designation, the Beneficiary shall be the Participant's surviving
spouse, if any, or if none, his estate.
"Board" or "Board of Directors" means the board of directors of the
Company or its Affiliate, as applicable.
"Cause" means personal dishonesty, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform
stated duties, or the willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or a final cease-and-desist
order, any of which results in a material loss to the Company or an
Affiliate.
"Change in Control" of the Bank or the Company shall mean:
(1) a reorganization, merger, merger conversion, consolidation or sale
of all or substantially all of the assets of the Bank or the Company, or a
similar transaction in which the Bank or the Company is not the resulting
entity and that is not approved by a majority of the Board of Directors of
the Bank or the Company;
(2) individuals who constitute the Incumbent Board cease for any reason
to constitute a majority thereof; provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote
of at least three-fourths of the directors composing the Incumbent Board or
whose nomination for election by the Company's stockholders or members was
approved by the same nominating committee serving under the Incumbent Board
shall be, for purposes of this Section, considered as though he were a member
of the Incumbent Board; or
(3) an acquisition of "control" of the Bank or the Company as defined in
the Bank Holding Company Act of 1956, as amended and applicable rules and
regulations promulgated thereunder as in effect at the time of the Change in
Control (collectively, the "BHCA"), as determined by the Board of Directors
of the Bank or the Company; or
<PAGE>
(4) an acquisition of the Company's stock requiring submission of notice
under the Change in Bank Control Act; provided, however, that a Change in
Control shall not be deemed to have occurred under (1), (3) or (4) of this
section if the transaction(s) constituting a Change in Control is approved by
a majority of the Board of Directors of the Bank or the Company, as the case
may be.
(5) an event of a nature that would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), or results in a Change in Control of the Bank
or the Company within the meaning of the BHCA; or (b) without limitation
shall be deemed to have occurred at such time as (i) any "person" (as the
term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes a
"beneficial owner" (as defined in Rule 13-d under the Exchange Act) directly
or indirectly, of securities of the Company representing 25% or more of the
Company's outstanding securities ordinarily having the right to vote at the
election of directors except for any securities purchased by the Bank's
employee stock ownership plan and trust, (ii) a proxy statement soliciting
proxies from stockholders of the Company, by someone other than the current
management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or similar transaction
with one or more corporations as a result of which the outstanding shares of
the class of securities then subject to the plan or transaction are exchanged
or converted into cash or property or securities not issued by the Company,
or (iii) a tender offer is made for 25% or more of the voting securities of
the Company and the shareholders owning beneficially or of record 25% or more
of the outstanding securities of the Company have tendered or offered to sell
their shares pursuant to such tender offer and such tendered shares have been
accepted by the tender offeror.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a Committee of the Board consisting of either (i) two
or more Non-Employee Directors of the Company, or (ii) the entire Board of
the Company.
"Common Stock" means shares of the common stock of the Company, par
value $.10 per share.
"Company" means Greene County Bancorp, Inc. or a successor corporation.
"Continuous Service" means employment as a Key Employee and/or service
as an Outside Director without any interruption or termination of such
employment and/or service. Continuous Service shall also mean a continuation
as a member of the Board of Directors following a cessation of employment as
a Key Employee. In the case of a Key Employee, employment shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Bank or in the case of transfers between
payroll locations of the Bank or between the Bank, its parent, its
subsidiaries or its successor.
"Date of Grant" means the actual date on which an Award is granted by
the Committee.
"Director" means a member of the Board.
"Disability" means the permanent and total inability by reason of mental
or physical infirmity, or both, of an employee to perform the work
customarily assigned to him, or of a Director to serve as such. Additionally,
in the case of an employee, a medical doctor selected or approved by the
Board must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said employee's
lifetime.
"Dividend Equivalent Rights" means the right to receive an amount of
cash based upon the terms set forth in Section 10 hereof.
"Effective Date" means the date of, or a date determined by the Board of
Directors following, approval of the Plan by the Company's stockholders.
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"Fair Market Value" means, when used in connection with the Common Stock
on a certain date, the reported closing price of the Common Stock as reported
by the Nasdaq stock market (as published by the Wall Street Journal, if
published) on such date, or if the Common Stock was not traded on the day
prior to such date, on the next preceding day on which the Common Stock was
traded; provided, however, that if the Common Stock is not reported on the
Nasdaq stock market, Fair Market Value shall mean the average sale price of
all shares of Common Stock sold during the 30-day period immediately
preceding the date on which such stock option was granted, and if no shares
of stock have been sold within such 30-day period, the average sale price of
the last three sales of Common Stock sold during the 90-day period
immediately preceding the date on which such stock option was granted. In the
event Fair Market Value cannot be determined in the manner described above,
then Fair Market Value shall be determined by the Committee. The Committee is
authorized, but is not required, to obtain an independent appraisal to
determine the Fair Market Value of the Common Stock.
"Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant
to Section 8.
"Key Employee" means any person who is currently employed by the Company
or an Affiliate who is chosen by the Committee to participate in the Plan.
"Limited Right" means the right to receive an amount of cash based upon
the terms set forth in Section 9.
"Non-Statutory Stock Option" means an Option granted by the Committee to
(i) an Outside Director or (ii) any other Participant and such Option is
either (A) not designated by the Committee as an Incentive Stock Option, or
(B) fails to satisfy the requirements of an Incentive Stock Option as set
forth in Section 422 of the Code and the regulations thereunder.
"Non-Employee Director" means, for purposes of the Plan, a Director who
(a) is not employed by the Company or an Affiliate; (b) does not receive
compensation directly or indirectly as a consultant (or in any other capacity
than as a Director) greater than $60,000; (c) does not have an interest in a
transaction requiring disclosure under Item 404(a) of Regulation S-K; or (d)
is not engaged in a business relationship for which disclosure would be
required pursuant to Item 404(b) of Regulation S-K.
"Normal Retirement" means for a Key Employee, retirement at the normal
or early retirement date set forth in the Bank's Employee Stock Ownership
Plan, or any successor plan. Normal Retirement for an Outside Director means
a cessation of service on the Board of Directors for any reason other than
removal for Cause, after reaching 60 years of age and maintaining at least 10
years of Continuous Service.
"Outside Director" means a Director of the Company or an Affiliate who
is not an employee of the Company or an Affiliate.
"Option" means an Award granted under Section 7 or Section 8.
"Participant" means a Key Employee or Outside Director of the Company or
its Affiliates who receives or has received an award under the Plan.
"Reload Option" means an option to acquire shares of Common Stock
equivalent to the shares (i) used by a Participant to pay for an Option, or
(ii) deducted from any distribution in order to satisfy income tax required
to be withheld, based upon the terms set forth in Section 19.
"Right" means a Limited Right or a Dividend Equivalent Right.
"Termination for Cause" means the termination of employment or
termination of service on the Board caused by the individual's personal
dishonesty, willful misconduct, any breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, or the willful
violation of any law, rule or regulation (other than traffic
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violations or similar offenses), or a final cease-and-desist order, any of
which results in material loss to the Company or one of its Affiliates.
3. Plan Administration Restrictions
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules
and regulations as it deems necessary for the proper administration of the
Plan and to make whatever determinations and interpretations in connection
with the Plan it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and conclusive on all
Participants in the Plan and on their legal representatives and
beneficiaries.
All transactions involving a grant, award or other acquisition from the
Company shall:
(a) be approved by the Company's full Board or by the Committee;
(b) be approved, or ratified, in compliance with Section 14 of the
Exchange Act, by either: the affirmative vote of the holders of a majority of
the securities present, or represented and entitled to vote at a meeting duly
held in accordance with the laws of the state in which the Company is
incorporated; or the written consent of the holders of a majority of the
securities of the issuer entitled to vote provided that such ratification
occurs no later than the date of the next annual meeting of shareholders; or
(c) result in the acquisition of an Option or Limited Right that is held
by the Participant for a period of six months following the date of such
acquisition.
4. Types of Awards
Awards under the Plan may be granted in any one or a combination of: (a)
Incentive Stock Options; (b) Non-Statutory Stock Options; (c) Limited Rights;
(d) Dividend Equivalent Rights; and (e) Reload Options.
5. Stock Subject to the Plan
Subject to adjustment as provided in Section 17, the maximum number of
shares reserved for issuance under the Plan is 90,949 shares. To the extent
that Options or Rights granted under the Plan are exercised, the shares
covered will be unavailable for future grants under the Plan; to the extent
that Options together with any related Rights granted under the Plan
terminate, expire or are canceled without having been exercised or, in the
case of Limited Rights exercised for cash, new Awards may be made with
respect to these shares.
6. Eligibility
Key Employees of the Company and its Affiliates shall be eligible to
receive Incentive Stock Options, Non-Statutory Stock Options, Limited Rights,
Reload Options and/or Dividend Equivalent Rights under the Plan. Outside
Directors shall be eligible to receive Non-Statutory Stock Options, Dividend
Equivalent Rights and Reload Options under the Plan.
7. Non-Statutory Stock Options
The Committee may, from time to time, grant Non-Statutory Stock Options
to eligible Key Employees and Outside Directors, and, upon such terms and
conditions as the Committee may determine, grant Non-Statutory Stock Options
in exchange for and upon surrender of previously granted Awards under the
Plan. Non-Statutory Stock Options granted under the Plan, including
Non-Statutory Stock Options granted in exchange for and upon surrender of
previously granted Awards, are subject to the terms and conditions set forth
in this Section 7. The maximum number of shares subject to a Non-Statutory
Option that may be awarded under the Plan to any Key Employee shall be
22,737.
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(a) Option Agreement. Each Option shall be evidenced by a written option
agreement between the Company and the Participant specifying the number of
shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions that are not inconsistent with the
terms of the Plan.
(b) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Non-Statutory Stock Option shall be the Fair Market
Value of the Common Stock of the Company on the Date of Grant. Shares may be
purchased only upon full payment of the purchase price. Payment of the
purchase price may be made, in whole or in part, through the surrender of
shares of the Common Stock of the Company at the Fair Market Value of such
shares determined in the manner described in Section 2.
(c) Vesting. Unless the Committee shall specifically state to the
contrary at the time an Award is granted, Non-Statutory Stock Options awarded
to Key Employees and Outside Directors shall vest at the rate of 20% of the
initially awarded amount per year commencing with the vesting of the first
installment one year from the Date of Grant, and succeeding installments on
each anniversary of the Date of Grant. No Options shall become vested by a
Participant unless the Participant maintains Continuous Service until the
vesting date of such Option, except as set forth herein. Notwithstanding any
other provision of this Plan, in the event of a Change in Control of the
Company or the Bank, all Non-Statutory Stock Options that have been awarded
shall immediately vest.
(d) Exercise of Options. A vested Option may be exercised from time to
time, in whole or in part, by delivering a written notice of exercise to the
President or Chief Executive Officer of the Company, or his designee. Such
notice shall be irrevocable and must be accompanied by full payment of the
purchase price by one of the alternate payment mechanisms set forth below at
Section 13.
(e) Amount of Awards. Non-Statutory Stock Options may be granted to any
Key Employee or Outside Director in such amounts as determined by the
Committee. In granting Non-Statutory Stock Options, the Committee shall
consider such factors as it deems relevant, which factors may include, among
others, the position and responsibility of the Key Employee or Outside
Director, the length and value of his service to the Bank, the Company or the
Affiliate, the compensation paid to the Key Employee or Outside Director, and
the Committee's evaluation of the performance of the Bank, the Company or the
Affiliate, according to measurements that may include, among others, key
financial ratios, level of classified assets and independent audit findings.
(f) Term of Options. The term during which each Non-Statutory Stock
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-Statutory Stock Option be exercisable in whole or in part more
than 10 years and one day from the Date of Grant. The Committee may, in its
sole discretion, accelerate the time during which any Non-Statutory Stock
Option vests in whole or in part to the Key Employees and/or Outside
Directors.
(g) Termination of Employment or Service. Upon the termination of a Key
Employee's employment or upon termination of an Outside Director's service
for any reason other than Normal Retirement, death, Disability, Change in
Control or Termination for Cause, the Participant's Non-Statutory Stock
Options shall be exercisable only as to those shares that were immediately
purchasable on the date of termination and only for one year following
termination. In the event of Termination for Cause, all rights under a
Participant's Non-Statutory Stock Options shall expire upon termination. In
the event of the Participant's termination of employment or service due to
Normal Retirement, death or Disability, or coincident with or following a
Change in Control, all Non-Statutory Stock Options held by the Participant,
whether or not vested at such time, shall vest and become exercisable by the
Participant or his legal representative or beneficiaries for five years
following the date of such termination of employment or service, provided
that in no event shall the period extend beyond the expiration of the
Non-Statutory Stock Option term.
(h) Transferability. In the discretion of the Board, all or any
Non-Statutory Stock Option granted hereunder may be transferable by the
Participant once the Option has vested in the Participant, provided, however,
that the Board may limit the transferability of such Option or Options to a
designated class or classes of persons.
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8. Incentive Stock Options
The Committee may, from time to time, grant Incentive Stock Options to
Key Employees. Incentive Stock Options granted pursuant to the Plan shall be
subject to the following terms and conditions:
(a) Option Agreement. Each Option shall be evidenced by a written option
agreement between the Company and the Key Employee specifying the number of
shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions that are not inconsistent with the
terms of the Plan.
(b) Price. Subject to Section 17 of the Plan and Section 422 of the
Code, the purchase price per share of Common Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Company's Common Stock on the date the Incentive
Stock Option is granted. However, if a Key Employee owns stock possessing
more than 10% of the total combined voting power of all classes of stock of
the Company or its Affiliates (or under Section 424(d) of the Code is deemed
to own stock representing more than 10% of the total combined voting power of
all classes of stock of the Company or its Affiliates by reason of the
ownership of such classes of stock, directly or indirectly, by or for any
brother, sister, spouse, ancestor or lineal descendent of such Key Employee,
or by or for any corporation, partnership, estate or trust of which such Key
Employee is a shareholder, partner or Beneficiary), the purchase price per
share of Common Stock deliverable upon the exercise of each Incentive Stock
Option shall not be less than 110% of the Fair Market Value of the Company's
Common Stock on the date the Incentive Stock Option is granted. Shares may be
purchased only upon payment of the full purchase price. Payment of the
purchase price may be made, in whole or in part, through the surrender of
shares of the Common Stock of the Company at the Fair Market Value of such
shares, determined on the exercise date, in the manner described in Section
2.
(c) Vesting. Incentive Stock Options granted under the Plan shall vest
in a Participant at the rate or rates determined by the Committee. Unless the
Committee shall specifically state to the contrary at the time an Award is
granted, Incentive Stock Options awarded to Key Employees shall vest at the
rate of 20% of the initially awarded amount per year commencing with the
vesting of the first installment one year from the Date of Grant, and
succeeding installments on each anniversary of the Date of Grant.
Notwithstanding any other provisions of this Plan, in the event of a Change
in Control of the Company or the Bank, all Incentive Stock Options that have
been awarded shall immediately vest.
(d) Exercise of Options. Vested Options may be exercised from time to
time, in whole or in part, by delivering a written notice of exercise to the
President or Chief Executive Officer of the Company or his designee. Such
notice is irrevocable and must be accompanied by full payment of the exercise
price by one of the alternate payment mechanisms set forth below at Section
13.
The Options comprising each installment may be exercised in whole or in
part at any time after such installment becomes vested, provided that the
amount able to be first exercised in a given year is consistent with the
terms of Section 422 of the Code. To the extent required by Section 422 of
the Code, the aggregate Fair Market Value (determined at the time the Option
is granted) of the Common Stock for which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year
(under all plans of the Company and its Affiliates) shall not exceed
$100,000.
The Committee may, in its sole discretion, accelerate the time at which
any Incentive Stock Option may be exercised in whole or in part, provided
that it is consistent with the terms of Section 422 of the Code.
Notwithstanding the above, in the event of a Change in Control of the
Company, all Incentive Stock Options that have been awarded shall become
immediately exercisable, provided, however, that if the aggregate Fair Market
Value (determined at the time the Option is granted) of Common Stock for
which Options are exercisable as a result of a Change in Control, together
with the aggregate Fair Market Value (determined at the time the Option is
granted) of all other Common Stock for which Incentive Stock Options become
exercisable during such year, exceeds $100,000, then the first $100,000 of
Incentive Stock Options (determined as of the Date of Grant) shall be
exercisable as Incentive Stock Options and any excess shall be exercisable as
Non-Statutory Stock Options (but shall remain subject to the provisions of
this Section 8 to the extent permitted).
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(e) Amounts of Awards. Incentive Stock Options may be granted to any
eligible Key Employee in such amounts as determined by the Committee;
provided that the amount granted is consistent with the terms of Section 422
of the Code. Notwithstanding the above, the maximum number of shares that may
be subject to an Incentive Stock Option awarded under the Plan to any Key
Employee shall be 22,737. In granting Incentive Stock Options, the Committee
shall consider such factors as it deems relevant, which factors may include,
among others, the position and responsibilities of the Key Employee, the
length and value of his or her service to the Bank, the Company, or the
Affiliate, the compensation paid to the Key Employee and the Committee's
evaluation of the performance of the Bank, the Company, or the Affiliate,
according to measurements that may include, among others, key financial
ratios, levels of classified assets, and independent audit findings. The
provisions of this Section 8(e) shall be construed and applied in accordance
with Section 422(d) of the Code and the regulations, if any, promulgated
thereunder.
(f) Terms of Options. The term during which each Incentive Stock Option
may be exercised shall be determined by the Committee, but in no event shall
an Incentive Stock Option be exercisable in whole or in part more than 10
years from the Date of Grant. If any Key Employee, at the time an Incentive
Stock Option is granted to him, owns stock representing more than 10% of the
total combined voting power of all classes of stock of the Company or its
Affiliate (or, under Section 424(d) of the Code, is deemed to own stock
representing more than 10% of the total combined voting power of all classes
of stock, by reason of the ownership of such classes of stock, directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal
descendent of such Key Employee, or by or for any corporation, partnership,
estate or trust of which such Key Employee is a shareholder, partner or
Beneficiary), the Incentive Stock Option granted to him shall not be
exercisable after the expiration of five years from the Date of Grant.
(g) Termination of Employment. Upon the termination of a Key Employee's
service for any reason other than Normal Retirement, death, Disability, a
Change in Control or Termination for Cause, the Key Employee's Incentive
Stock Options shall be exercisable only as to those shares that were
immediately purchasable by such Key Employee at the date of termination and
only for a period of three months following termination. In the event of
Termination for Cause all rights under the Incentive Stock Options shall
expire upon termination.
Upon termination of a Key Employee's employment due to Normal
Retirement, death, Disability, or coincident with or following a Change in
Control, all Incentive Stock Options held by such Key Employee, whether or
not exercisable at such time, shall be exercisable for a period of five years
following the date of his cessation of employment, provided however, that any
such Option shall not be eligible for treatment as an Incentive Stock Option
in the event such Option is exercised more than three months following the
date of his Normal Retirement or termination of employment following a Change
in Control; and provided further, that no Option shall be eligible for
treatment as an Incentive Stock Option in the event such Option is exercised
more than one year following termination of employment due to Disability; and
provided further, in order to obtain Incentive Stock Option treatment for
Options exercised by heirs or devisees of an Optionee, the Optionee's death
must have occurred while employed or within three (3) months of termination
of employment. In no event shall the exercise period extend beyond the
expiration of the Incentive Stock Option term.
(h) Transferability. No Incentive Stock Option granted under the Plan is
transferable except by will or the laws of descent and distribution and is
exercisable during his lifetime only by the Key Employee to which it is
granted.
(i) Compliance with Code. The options granted under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section
422 of the Code, but the Company makes no warranty as to the qualification of
any Option as an Incentive Stock Option within the meaning of Section 422 of
the Code. If an Option granted hereunder fails for whatever reason to comply
with the provisions of Section 422 of the Code, and such failure is not or
cannot be cured, such Option shall be a Non-Statutory Stock Option.
9. Limited Rights
The Committee may grant a Limited Right simultaneously with the grant of
any Option to any Key Employee of the Bank, with respect to all or some of
the shares covered by such Option. Limited Rights granted under the Plan are
subject to the following terms and conditions:
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(a) Terms of Rights. In no event shall a Limited Right be exercisable in
whole or in part before the expiration of six months from the date of grant
of the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control of the Company.
The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, provided that the Fair Market Value of the
underlying shares on the day of exercise is greater than the exercise price
of the related Option.
Upon exercise of a Limited Right, the related Option shall cease to be
exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of
the difference between the exercise price and the Fair Market Value of the
Common Stock subject to the underlying Option. The Limited Right is
transferable only when the underlying Option is transferable and under the
same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
receive from the Company an amount of cash equal to the difference between
the Fair Market Value on the Date of Grant of the related Option and the Fair
Market Value of the underlying shares on the date the Limited Right is
exercised, multiplied by the number of shares with respect to which such
Limited Right is being exercised. In the event of a Change in Control in
which pooling of interests accounting treatment is a condition to the
transaction, the Limited Right shall be exercisable solely for shares of
stock of the Company, or in the event of a merger transaction, for shares of
the acquiring corporation or its parent, as applicable. The number of shares
to be received on the exercise of such Limited Right shall be determined by
dividing the amount of cash that would have been available under the first
sentence above by the Fair Market Value at the time of exercise of the shares
underlying the Option subject to the Limited Right.
10. Dividend Equivalent Rights
Simultaneously with the grant of any Option to a Participant, the
Committee may grant a Dividend Equivalent Right with respect to all or some
of the shares covered by such Option. Dividend Equivalent Rights granted
under this Plan are subject to the following terms and conditions:
(a) Terms of Rights. The Dividend Equivalent Right provides the
Participant with a cash benefit per share for each share underlying the
unexercised portion of the related Option equal to the amount of any
extraordinary dividend (as defined in Section 10(c)) per share of Common
Stock declared by the Company. The terms and conditions of any Dividend
Equivalent Right shall be evidenced in the Option agreement entered into with
the Participant and shall be subject to the terms and conditions of the Plan.
The Dividend Equivalent Right is transferable only when the related Option is
transferable and under the same conditions.
(b) Payment. Upon the payment of an extraordinary dividend, the
Participant holding a Dividend Equivalent Right with respect to Options or
portions thereof which have vested shall promptly receive from the Company or
the Bank the amount of cash equal to the amount of the extraordinary dividend
per share of Common Stock, multiplied by the number of shares of Common Stock
underlying the unexercised portion of the related Option. With respect to
Options or portions thereof which have not vested, the amount that would have
been received pursuant to the Dividend Equivalent Right with respect to the
shares underlying such unvested Option or portion thereof shall be paid to
the Participant holding such Dividend Equivalent Right together with earnings
thereon, on such date as the Option or portion thereof becomes vested.
Payments shall be decreased by the amount of any applicable tax withholding
prior to distribution to the Participant as set forth in Section 19.
(c) Extraordinary Dividend. For purposes of this Section 10, an
extraordinary dividend is any dividend paid on shares of Common Stock where
the rate of the dividend exceeds the Bank's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters.
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11. Reload Option
Simultaneously with the grant of any Option to a Participant, the
Committee may grant a Reload Option with respect to all or some of the shares
covered by such Option. A Reload Option may be granted to a Participant who
satisfies all or part of the exercise price of the Option with shares of
Common Stock (as described in Section 13(c) below). The Reload Option
represents an additional Option to acquire the same number of shares of
Common Stock as is used by the Participant to pay for the original Option.
Reload Options may also be granted to replace Common Stock withheld by the
Company for payment of a Participant's withholding tax under Section 19. A
Reload Option is subject to all of the same terms and conditions as the
original Option except that (i) the exercise price of the shares of Common
Stock subject to the Reload Option will be determined at the time the
original Option is exercised and (ii) such Reload Option will conform to all
provisions of the Plan at the time the original Option is exercised.
12. Surrender of Option
In the event of a Participant's termination of employment or termination
of service as a result of death, Disability or Normal Retirement, the
Participant (or his or her personal representative(s), heir(s), or
devisee(s)) may, in a form acceptable to the Committee make application to
surrender all or part of the Options held by such Participant in exchange for
a cash payment from the Company of an amount equal to the difference between
the Fair Market Value of the Common Stock on the date of termination of
employment or the date of termination of service on the Board and the
exercise price per share of the Option. Whether the Company accepts such
application or determines to make payment, in whole or part, is within its
absolute and sole discretion, it being expressly understood that the Company
is under no obligation to any Participant whatsoever to make such payments.
In the event that the Company accepts such application and determines to make
payment, such payment shall be in lieu of the exercise of the underlying
Option and such Option shall cease to be exercisable.
13. Alternate Option Payment Mechanism
The Committee has sole discretion to determine what form of payment it
will accept for the exercise of an Option. The Committee may indicate
acceptable forms in the agreement with the Participant covering such Options
or may reserve its decision to the time of exercise. No Option is to be
considered exercised until payment in full is accepted by the Committee or
its agent.
(a) Cash Payment. The exercise price may be paid in cash or by certified
check. To the extent permitted by law, the Committee may permit all or a
portion of the exercise price of an Option to be paid through borrowed funds.
(b) Cashless Exercise. Subject to vesting requirements, if applicable, a
Participant may engage in a "cashless exercise" of the Option. Upon a
cashless exercise, the Participant shall give the Company written notice of
the exercise of the Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Common
Stock subject to the Option and to deliver enough of the proceeds to the
Company to pay the Option exercise price and any applicable withholding
taxes. If the Participant does not sell the Common Stock subject to the
Option through a registered broker-dealer or equivalent third party, the
Participant may give the Company written notice of the exercise of the Option
and the third party purchaser of the Common Stock subject to the Option shall
pay the Option exercise price plus applicable withholding taxes to the
Company.
(c) Exchange of Common Stock. The Committee may permit payment of the
Option exercise price by the tendering of previously acquired shares of
Common Stock. All shares of Common Stock tendered in payment of the exercise
price of an Option shall be valued at the Fair Market Value of the Common
Stock on the date prior to the date of exercise. No tendered shares of Common
Stock which were acquired by the Participant upon the previous exercise of an
Option or as awards under a stock award plan (such as the Company's
Recognition and Retention Plan) shall be accepted for exchange unless the
Participant has held such shares (without restrictions imposed by said plan
or award) for at least six months prior to the exchange.
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14. Rights of a Stockholder
A Participant shall have no rights as a stockholder with respect to any
shares covered by a Non-Statutory and/or Incentive Stock Option until the
date of issuance of a stock certificate for such shares. Nothing in the Plan
or in any Award granted confers on any person any right to continue in the
employ of the Bank, the Company or its Affiliates or to continue to perform
services for the Bank, the Company or its Affiliates or interferes in any way
with the right of the Bank, the Company or its Affiliates to terminate his
services as an officer, director or employee at any time.
15. Agreement with Participants
Each Award of Options, Reload Options, Limited Rights, and/or Dividend
Equivalent Rights will be evidenced by a written agreement, executed by the
Participant and the Company that describes the conditions for receiving the
Awards, including the date of Award, the purchase price, applicable periods,
and any other terms and conditions as may be required by the Board or
applicable securities laws.
16. Designation of Beneficiary
A Participant may, with the consent of the Committee, designate a person
or persons to receive, in the event of death, any Option, Reload Option,
Limited Rights Award or Dividend Equivalent Rights to which he would then be
entitled. Such designation will be made upon forms supplied by and delivered
to the Company and may be revoked in writing. If a Participant fails
effectively to designate a Beneficiary, then his estate will be deemed to be
the Beneficiary.
17. Dilution and Other Adjustments
In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, pro rata return of capital to all
shareholders, recapitalization, or any merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other similar corporate
change, or other increase or decrease in such shares, without receipt or
payment of consideration by the Company, the Committee will make such
adjustments to previously granted Awards, to prevent dilution or enlargement
of the rights of the Participant, including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
that may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
covered by Awards already made under the Plan; or
(c) adjustments in the purchase price of outstanding Incentive and/or
Non-Statutory Stock Options, or any Limited Rights attached to such
Options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award. With
respect to Incentive Stock Options, no such adjustment shall be made if it
would be deemed a "modification" of the Award under Section 424 of the Code.
18. Effect of a Change in Control on Option Awards
In the event of a Change in Control, the Committee and the Board of
Directors will take one or more of the following actions to be effective as
of the date of such Change in Control:
(a) provide that such Options shall be assumed, or equivalent options
shall be substituted ("Substitute Options") by the acquiring or succeeding
corporation (or an affiliate thereof), provided that: (A) any such Substitute
Options exchanged for Incentive Stock Options shall meet the requirements of
Section 424(a) of the Code, and (B) the shares of stock issuable upon the
exercise of such Substitute Options shall constitute securities registered in
accordance with the Securities Act of 1933, as amended ("1933 Act") or such
securities shall be exempt from such registration in
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accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively,
"Registered Securities"), or in the alternative, if the securities issuable
upon the exercise of such Substitute Options shall not constitute Registered
Securities, then the Participant will receive upon consummation of the Change
in Control a cash payment for each Option surrendered equal to the difference
between the (1) Fair Market Value of the consideration to be received for
each share of Common Stock in the Change in Control times the number of
shares of Common Stock subject to such surrendered Options, and (2) the
aggregate exercise price of all such surrendered Options; or
(b) in the event of a transaction under the terms of which the holders
of Common Stock will receive upon consummation thereof a cash payment (the
"Merger Price") for each share of Common Stock exchanged in the Change in
Control transaction, make or provide for a cash payment to the Participants
equal to the difference between (1) the Merger Price times the number of
shares of Common Stock subject to such Options held by each Participant (to
the extent then exercisable at prices not in excess of the Merger Price), and
(2) the aggregate exercise price of all such surrendered Options.
19. Withholding
There may be deducted from each distribution of cash and/or Common Stock
under the Plan the minimum amount of any federal or state taxes, including
payroll taxes, that are applicable to such supplemental taxable income and
that are required by any governmental authority to be withheld. Shares of
Common Stock will be withheld where required from any distribution of Common
Stock.
20. Amendment of the Plan
The Board may at any time, and from time to time, modify or amend the
Plan in any respect, or modify or amend an Award received by Key Employees
and/or Outside Directors; provided, however, that no such termination,
modification or amendment may affect the rights of a Participant, without his
consent, under an outstanding Award. Any amendment or modification of the
Plan or an outstanding Award under the Plan, including but not limited to the
acceleration of vesting of an outstanding Award for reasons other than the
death, Disability, Normal Retirement, or a Change in Control, shall be
approved by the Committee or the full Board of the Company.
21. Effective Date of Plan
The Plan shall become effective upon the date of, or a date determined
by the Board of Directors following, approval of the Plan by the Company's
stockholders.
22. Termination of the Plan
The right to grant Awards under the Plan will terminate upon the earlier
of (i) 10 years after the Effective Date, or (ii) the date on which the
exercise of Options or related rights equaling the maximum number of shares
reserved under the Plan occurs, as set forth in Section 5. The Board may
suspend or terminate the Plan at any time, provided that no such action will,
without the consent of a Participant, adversely affect his rights under a
previously granted Award.
23. Applicable Law
The Plan will be administered in accordance with the laws of the State
of Delaware.
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IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
its duly authorized officers and the corporate seal to be affixed and duly
attested, as of the 21st day of December, 1999.
Date Approved by Stockholders: _____________
Effective Date: _____________
ATTEST: GREENE COUNTY BANCORP, INC.
______________________________ _______________________________
Bruce P. Egger J. Bruce Whittaker
Secretary President and Chief Executive Officer
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APPENDIX B
GREENE COUNTY BANCORP, INC.
2000 RECOGNITION AND RETENTION PLAN
1. Establishment of the Plan
Greene County Bancorp, Inc. (the "Company") hereby establishes the
Greene County Bancorp, Inc. 2000 Recognition and Retention Plan (the "Plan")
upon the terms and conditions hereinafter stated in the Plan.
2. Purpose of the Plan
The purpose of the Plan is to advance the interests of the Company and
its stockholders by providing Key Employees and Outside Directors of the
Company and its affiliates, including The Bank of Greene County (the "Bank"),
upon whose judgment, initiative and efforts the successful conduct of the
business of the Company and its Affiliates largely depends, with compensation
for their contributions to the Company and its Affiliates and an additional
incentive to perform in a superior manner, as well as to attract people of
experience and ability.
3. Definitions
The following words and phrases when used in the Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have
the meanings set forth below. Wherever appropriate, the masculine pronoun
shall include the feminine pronoun and the singular shall include the plural:
"Affiliate" means any "parent corporation" or "subsidiary corporation"
of the Bank or the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code, or a successor to a parent corporation or
subsidiary corporation.
"Award" means the grant by the Committee of Restricted Stock, as
provided in the Plan.
"Bank" means The Bank of Greene County, or a successor corporation.
"Beneficiary" means the person or persons designated by a Recipient to
receive any benefits payable under the Plan in the event of such Recipient's
death. Such person or persons shall be designated in writing on forms
provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if
any, or if none, his estate.
"Board" or "Board of Directors" means the Board of Directors of the
Company or an Affiliate, as applicable. For purposes of Section 4 of the
Plan, "Board" shall refer solely to the Board of the Company.
"Cause" means personal dishonesty, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform
stated duties, or the willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or a final cease-and-desist
order, any of which results in a material loss to the Company or an
Affiliate.
"Change in Control" of the Bank or the Company shall mean:
(1) a reorganization, merger, merger conversion, consolidation or sale
of all or substantially all of the assets of the Bank or the Company, or a
similar transaction in which the Bank or the Company is not the resulting
entity and that is not approved by a majority of the Board of Directors of
the Bank or the Company;
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(2) individuals who constitute the Incumbent Board cease for any reason
to constitute a majority thereof; provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote
of at least three-fourths of the directors composing the Incumbent Board or
whose nomination for election by the Company's stockholders or members was
approved by the same nominating committee serving under the Incumbent Board
shall be, for purposes of this Section, considered as though he were a member
of the Incumbent Board; or
(3) an acquisition of "control" of the Bank or the Company as defined in
the Bank Holding Company Act of 1956, as amended and applicable rules and
regulations promulgated thereunder as in effect at the time of the Change in
Control (collectively, the "BHCA"), as determined by the Board of Directors
of the Bank or the Company; or
(4) an acquisition of the Company's stock requiring submission of notice
under the Change in Bank Control Act; provided, however, that a Change in
Control shall not be deemed to have occurred under (1), (3) or (4) of this
section if the transaction(s) constituting a Change in Control is approved by
a majority of the Board of Directors of the Bank or the Company, as the case
may be.
(5) an event of a nature that would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), or results in a Change in Control of the Bank
or the Company within the meaning of the BHCA; or (b) without limitation
shall be deemed to have occurred at such time as (i) any "person" (as the
term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes a
"beneficial owner" (as defined in Rule 13-d under the Exchange Act) directly
or indirectly, of securities of the Company representing 25% or more of the
Company's outstanding securities ordinarily having the right to vote at the
election of directors except for any securities purchased by the Bank's
employee stock ownership plan and trust, (ii) a proxy statement soliciting
proxies from stockholders of the Company, by someone other than the current
management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or similar transaction
with one or more corporations as a result of which the outstanding shares of
the class of securities then subject to the plan or transaction are exchanged
or converted into cash or property or securities not issued by the Company,
or (iii) a tender offer is made for 25% or more of the voting securities of
the Company and the shareholders owning beneficially or of record 25% or more
of the outstanding securities of the Company have tendered or offered to sell
their shares pursuant to such tender offer and such tendered shares have been
accepted by the tender offeror.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a Committee of the Board consisting of either (i) two
or more Non-Employee Directors of the Company, or (ii) the entire Board of
the Company.
"Common Stock" means shares of the common stock of the Company, par
value $.10 per share.
"Company" means Greene County Bancorp, Inc., the stock holding company
of the Bank, or a successor corporation.
"Continuous Service" means employment as a Key Employee and/or service
as an Outside Director without any interruption or termination of such
employment and/or service. Continuous Service shall also mean a continuation
as a member of the Board of Directors following a cessation of employment as
a Key Employee. In the case of a Key Employee, employment shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Bank or in the case of transfers between
payroll locations of the Bank or between the Bank, its parent, its
subsidiaries or its successor.
"Director" means a member of the Board.
"Disability" means the permanent and total inability by reason of mental
or physical infirmity, or both, of an employee to perform the work
customarily assigned to him, or of a Director to serve as such. Additionally,
in the case
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of an employee, a medical doctor selected or approved by the Board must
advise the Committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such Disability
will be permanent during the remainder of such employee's lifetime.
"Effective Date" means the date of, or a date determined by, the Board
of Directors following approval of the Plan by the Company's stockholders.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Key Employee" means any person who is currently employed by the Bank,
the Company, or an Affiliate who is chosen by the Committee to participate in
the Plan.
"Non-Employee Director" means, for purposes of the Plan, a Director who
(a) is not employed by the Company or an Affiliate; (b) does not receive
compensation directly or indirectly as a consultant (or in any other capacity
than as a Director) greater than $60,000; (c) does not have an interest in a
transaction requiring disclosure under Item 404(a) of Regulation S-K; or (d)
is not engaged in a business relationship for which disclosure would be
required pursuant to Item 404(b) of Regulation S-K.
"Normal Retirement" means for a Key Employee, retirement at the normal
or early retirement date set forth in the Bank's Employee Stock Ownership
Plan, or any successor plan. Normal Retirement for an Outside Director means
a cessation of service on the Board of Directors for any reason other than
removal for Cause, after reaching 60 years of age and maintaining at least 10
years of Continuous Service.
"Outside Director" means a Director of the Company or the Bank who is
not an employee of the Bank, the Company or an Affiliate.
"Recipient" means a Key Employee or Outside Director of the Company or
the Bank who receives or has received an Award under the Plan.
"Restricted Period" means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section
6 with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" means shares of Common Stock that have been
contingently awarded to a Recipient by the Committee subject to the
restrictions referred to in Section 6, so long as such restrictions are in
effect.
4. Administration of the Plan.
4.01 Role of the Committee. The Plan shall be administered and
interpreted by the Committee, which shall have all of the powers allocated to
it in the Plan. The interpretation and construction by the Committee of any
provisions of the Plan or of any Award granted hereunder shall be final and
binding. The Committee shall act by vote or written consent of a majority of
its members. Subject to the express provisions and limitations of the Plan,
the Committee may adopt such rules and procedures as it deems appropriate for
the conduct of its affairs. The Committee shall report its actions and
decisions with respect to the Plan to the Board at appropriate times, but in
no event less than one time per calendar year.
4.02 Role of the Board. The members of the Committee shall be appointed
or approved by, and will serve at the pleasure of, the Board. The Board may
in its discretion from time to time remove members from, or add members to,
the Committee. The Board shall have all of the powers allocated to it in the
Plan, may take any action under or with respect to the Plan that the
Committee is authorized to take, and may reverse or override any action taken
or decision made by the Committee under or with respect to the Plan,
provided, however, that except as provided in Section 6.02, the Board may not
revoke any Award except in the event of revocation for Cause or with respect
to unearned Awards in the event the Recipient of an Award voluntarily
terminates employment with the Company prior to Normal Retirement.
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4.03 Plan Administration Restrictions. All transactions involving a
grant, award or other acquisitions from the Company shall:
(a) be approved by the Company's full Board or by the Committee;
(b) be approved, or ratified, in compliance with Section 14 of the
Exchange Act, by either: the affirmative vote of the holders of a majority of
the shares present, or represented and entitled to vote at a meeting duly
held in accordance with the laws under which the Company is incorporated; or
the written consent of the holders of a majority of the securities of the
issuer entitled to vote provided that such ratification occurs no later than
the date of the next annual meeting of shareholders; or
(c) result in the acquisition of Common Stock that is held by the
Recipient for a period of six months following the date of such acquisition.
4.04 Limitation on Liability. No member of the Board of Directors of the
Company or the Bank or the Committee shall be liable for any determination
made in good faith with respect to the Plan or any Awards granted under it.
If a member of the Board or the Committee is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of anything done or not done by him in such capacity under or with
respect to the Plan, the Bank or the Company shall indemnify such member
against expense (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Bank and the Company
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
5. Eligibility; Awards
5.01 Eligibility. Key Employees and Outside Directors are eligible to
receive Awards.
5.02 Awards to Key Employees and Outside Directors. The Committee may
determine which of the Key Employees and Outside Directors referenced in
Section 5.01 will be granted Awards and the number of shares covered by each
Award; provided, however, that in no event shall any Awards be made that will
violate the Bank's Restated Organization Certificate and Bylaws, the
Company's Certificate of Incorporation and Bylaws, or any applicable federal
or state law or regulation. Shares of Restricted Stock that are awarded by
the Committee shall, on the date of the Award, be registered in the name of
the Recipient and transferred to the Recipient, in accordance with the terms
and conditions established under the Plan. The aggregate number of shares
that shall be issued under the Plan is 45,474.
In the event Restricted Stock is forfeited for any reason, the
Committee, from time to time, may determine which of the Key Employees and
Outside Directors will be granted additional Awards to be awarded from
forfeited Restricted Stock.
In selecting those Key Employees and Outside Directors to whom Awards
will be granted and the amount of Restricted Stock covered by such Awards,
the Committee shall consider such factors as it deems relevant, which factors
may include, among others, the position and responsibilities of the Key
Employees and Outside Directors, the length and value of their services to
the Bank and its Affiliates, the compensation paid to the Key Employees or
fees paid to the Outside Directors, and the Committee may request the written
recommendation of the Chief Executive Officer and other senior executive
officers of the Bank, the Company and its Affiliates or the recommendation of
the full Board. All allocations by the Committee shall be subject to review,
and approval or rejection, by the Board.
No Restricted Stock shall be earned unless the Recipient maintains
Continuous Service with the Company or an Affiliate until the restrictions
lapse.
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5.03 Manner of Award. As promptly as practicable after a determination
is made pursuant to Section 5.02 to grant an Award, the Committee shall
notify the Recipient in writing of the grant of the Award, the number of
shares of Restricted Stock covered by the Award, and the terms upon which the
Restricted Stock subject to the Award may be earned. Upon notification of an
Award of Restricted Stock, the Recipient shall execute and return to the
Company a restricted stock agreement (the "Restricted Stock Agreement")
setting forth the terms and conditions under which the Recipient shall earn
the Restricted Stock, together with a stock power or stock powers endorsed in
blank. Thereafter, the Recipient's Restricted Stock and stock power shall be
deposited with an escrow agent specified by the Company ("Escrow Agent") who
shall hold such Restricted Stock under the terms and conditions set forth in
the Restricted Stock Agreement. Each certificate in respect of shares of
Restricted Stock Awarded under the Plan shall be registered in the name of
the Recipient.
5.04 Treatment of Forfeited Shares. In the event shares of Restricted
Stock are forfeited by a Recipient, such shares shall be returned to the
Company and shall be held and accounted for pursuant to the terms of the Plan
until such time as the Restricted Stock is re-awarded to another Recipient,
in accordance with the terms of the Plan and the applicable state and federal
laws, rules and regulations.
6. Terms and Conditions of Restricted Stock
The Committee shall have full and complete authority, subject to the
limitations of the Plan, to grant awards of Restricted Stock to Key Employees
and Outside Directors and, in addition to the terms and conditions contained
in Sections 6.01 through 6.08, to provide such other terms and conditions
(which need not be identical among Recipients) in respect of such Awards, and
the vesting thereof, as the Committee shall determine.
6.01 General Rules. Restricted Stock granted under the Plan shall vest
in a Recipient at the rate or rates determined by the Committee. Subject to
any such other terms and conditions as the Committee shall provide with
respect to Awards, shares of Restricted Stock may not be sold, assigned,
transferred (within the meaning of Code Section 83), pledged or otherwise
encumbered by the Recipient, except as hereinafter provided, during the
Restricted Period. 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 to a Restricted Stock Award, or to remove any or all of such
restrictions.
6.02 Continuous Service; Forfeiture. Except as provided in Section 6.03,
a Recipient must maintain Continuous Service throughout the vesting period of
the award in order to vest in all shares of Restricted Stock awarded
hereunder. If a Recipient ceases to maintain Continuous Service for any
reason (other than death, Disability, Change in Control or Normal
Retirement), unless the Committee shall otherwise determine, all shares of
Restricted Stock theretofore awarded to such Recipient and which at the time
of such termination of Continuous Service are subject to the restrictions
imposed by Section 6.01 shall, upon such termination of Continuous Service,
be forfeited. Any stock dividends or declared but unpaid cash dividends
attributable to such shares of Restricted Stock shall also be forfeited.
6.03 Exception for Termination Due to Death, Disability, Normal
Retirement or Following a Change in Control. Notwithstanding the general rule
contained in Section 6.01, Restricted Stock awarded to a Recipient whose
employment with or service on the Board of the Company or an Affiliate
terminates due to death, Disability, Normal Retirement or following a Change
in Control shall be deemed earned as of the Recipient's last day of
employment with the Bank, the Company or an Affiliate, or last day of service
on the Board of the Bank, the Company or an Affiliate; provided that
Restricted Stock awarded to a Key Employee who at any time also serves as a
Director, shall not be deemed earned until both employment and service as a
Director have been terminated.
6.04 Revocation for Cause. Notwithstanding anything hereinafter to the
contrary, the Board may by resolution immediately revoke, rescind and
terminate any Award, or portion thereof, previously awarded under the Plan,
to the extent Restricted Stock has not been redelivered by the Escrow Agent
to the Recipient, whether or not yet earned, in the case of a Key Employee
whose employment is terminated by the Bank, the Company or an Affiliate or an
Outside Director whose service is terminated by the Bank, the Company or an
Affiliate for Cause or who is discovered after
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termination of employment or service on the Board to have engaged in conduct
that would have justified termination for Cause.
6.05 Restricted Stock Legend. Each certificate in respect of shares of
Restricted Stock awarded under the Plan shall be registered in the name of
the Recipient and deposited by the Recipient, together with a stock power
endorsed in blank, with the Escrow Agent 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 Greene
County Bancorp, Inc. 2000 Recognition and Retention Plan.
Copies of such Plan are on file in the offices of the
Secretary of Greene County Bancorp, Inc., 425 Main and
Church Streets, Catskill, New York 12414-1317."
6.06 Payment of Dividends and Return of Capital. After an Award has been
granted but before such Award has been earned, the Recipient shall receive
any cash dividends paid with respect to such shares, or shall share in any
pro-rata return of capital to all shareholders with respect to the Common
Stock. Stock dividends declared by the Company and paid on Awards that have
not yet been earned shall be subject to the same restrictions as the
Restricted Stock and the certificate(s) or other instruments representing or
evidencing such shares shall be legended in the manner provided in Section
6.05 and shall be delivered to the Escrow Agent for distribution to the
Recipient when the Restricted Stock upon which such dividends were paid are
earned. Unless the Recipient has made an election under Section 83(b) of the
Code, cash dividends or other amounts so paid on shares that have not yet
been earned by the Recipient shall be treated as compensation income to the
Recipient when paid. If dividends are paid with respect to shares of
Restricted Stock under the Plan that have been forfeited and returned to the
Company or to a trust established to hold issued and unawarded or forfeited
shares, the Committee can determine to award such dividends to any Recipient
or Recipients under the Plan, to any other employee or director of the
Company or the Bank, or can return such dividends to the Company.
6.07 Voting of Restricted Shares. After an Award has been granted, the
Recipient as conditional owner of the Restricted Stock shall have the right
to vote such shares.
6.08 Delivery of Earned Shares. At the expiration of the restrictions
imposed by Section 6.01, the Escrow Agent shall redeliver to the Recipient
(or where the relevant provision of Section 6.02 applies in the case of a
deceased Recipient, to his Beneficiary) the certificate(s) and any remaining
stock power deposited with it pursuant to Section 5.03 and the shares
represented by such certificate(s) shall be free of the restrictions referred
to Section 6.01.
7. Adjustments upon Changes in Capitalization
In the event of any change in the outstanding shares subsequent to the
Effective Date by reason of any reorganization, recapitalization, stock
split, stock dividend, combination or exchange of shares, or any merger,
consolidation or any change in the corporate structure or shares of the
Company without receipt or payment of consideration by the Company, the
maximum aggregate number and class of shares as to which Awards may be
granted under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. Any shares of stock or other
securities received, as a result of any of the foregoing, by a Recipient with
respect to Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Escrow Agent in the
manner provided in Section 6.05.
8. Assignments and Transfers
No Award nor any right or interest of a Recipient under the Plan in any
instrument evidencing any Award under the Plan may be assigned, encumbered or
transferred (within the meaning of Code Section 83) except, in the event of
the death of a Recipient, by will or the laws of descent and distribution
until such Award is earned.
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9. Key Employee Rights under the Plan
No Key Employee shall have a right to be selected as a Recipient nor,
having been so selected, to be selected again as a Recipient and no Key
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 Bank or
any Affiliate. Neither the Plan nor any action taken thereunder shall be
construed as giving any Key Employee any right to be retained in the employ
of the Bank, the Company, or any Affiliate.
10. Outside Director Rights under the Plan
Neither the Plan nor any action taken thereunder shall be construed as
giving any Outside Director any right to be retained in the service of the
Bank, the Company, or any Affiliate.
11. Withholding Tax
Upon the termination of the Restricted Period with respect to any shares
of Restricted Stock (or at any such earlier time that an election is made by
the Recipient under Section 83(b) of the Code, or any successor provision
thereto, to include the value of such shares in taxable income), the Bank or
the Company shall have the right to require the Recipient or other person
receiving such shares to pay the Bank or the Company the amount of any taxes
that the Bank or the Company is required to withhold with respect to such
shares, or, in lieu thereof, to retain or sell, with or without notice, a
sufficient number of shares held by it to cover the amount required to be
withheld. The Bank or the Company shall have the right to deduct from all
dividends paid with respect to shares of Restricted Stock the amount of any
taxes which the Bank or the Company is required to withhold with respect to
such dividend payments.
12. Amendment or Termination
The Board of the Company may amend, suspend or terminate the Plan or any
portion thereof at any time, provided, however, that no such amendment,
suspension or termination shall impair the rights of any Recipient, without
his consent, in any Award theretofore made pursuant to the Plan. Any
amendment or modification of the Plan or an outstanding Award under the Plan,
including but not limited to the acceleration of vesting of an outstanding
Award for reasons other than death, Disability, Normal Retirement or
termination following a Change in Control, shall be approved by the
Committee, or the full Board of the Company.
13. Governing Law
The Plan shall be governed by the laws of the State of Delaware.
14. Term of Plan
The Plan shall become effective on the date of, or a date determined by
the Board of Directors following, approval of the Plan by the Company's
stockholders. It shall continue in effect until the earlier of (i) ten years
from the Effective Date unless sooner terminated under Section 12 hereof, or
(ii) the date on which all shares of Common Stock available for award
hereunder have vested in the Recipients of such Awards.
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IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
its duly authorized officers and the corporate seal to be affixed and duly
attested, as of the 21st day of December, 1999.
Date Approved by Shareholders: __________
Effective Date: __________
ATTEST: GREENE COUNTY BANCORP, INC.
____________________________ ______________________________
Bruce P. Egger J. Bruce Whittaker
Secretary President and Chief Executive Officer
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REVOCABLE PROXY
GREENE COUNTY BANCORP, INC.
SPECIAL MEETING OF STOCKHOLDERS
March 28, 2000
The undersigned hereby appoints the official proxy committee consisting
of the Board of Directors of Greene County Bancorp, Inc. (the "Company"),
with full powers of substitution to act as attorneys and proxies for the
undersigned to vote all shares of common stock of the Company that the
undersigned is entitled to vote at the Special Meeting of Stockholders
("Special Meeting") to be held at the main office of the Company, 425 Main
Street, Catskill, New York on March 28, 2000 at 5:00 p.m., New York Time. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as indicated on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
1. The approval of Greene County Bancorp, Inc. 2000 Stock Option Plan.
__ FOR __ AGAINST __ ABSTAIN
2. The approval of the Greene County Bancorp, Inc. 2000 Recognition and
Retention Plan.
__ FOR __ AGAINST __ ABSTAIN
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice
of Special Meeting of Stockholders, or by the filing of a later dated proxy
statement prior to a vote being taken on a particular proposal at the
Meeting.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of the Meeting, and of a Proxy Statement, dated
February 18, 2000.
Dated: __________, 2000 __ Check Box if You Plan
to Attend Meeting
_________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_________________________ _________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
Please complete and date this proxy and return it promptly in the enclosed
postage-prepaid envelope.
