<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
January 26, 1999
Registration No. 333-______
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
CENTRAL BANCORP, INC.
----------------------------
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-3447594
- ---------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
399 HIGHLAND AVENUE
SOMERVILLE, MASSACHUSETTS 02144
------------------------------------------
(Address of Principal Executive Offices)
CENTRAL BANCORP, INC.
1986 STOCK OPTION PLAN
---------------------------
(Full Title of the Plan)
JOHN D. DOHERTY, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
CENTRAL BANCORP, INC.
399 HIGHLAND AVENUE
SOMERVILLE, MASSACHUSETTS 02144
------------------------------------------
(Name and Address of Agent For Service)
(617) 628-4000
---------------------------
(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
J. MARK POERIO, ESQUIRE
HOWARD S. PARRIS, ESQUIRE
HOUSELY KANTARIAN & BRONSTEIN, P.C.
1220 19th STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Title Of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 28,000(1) (2) $427,616 (2) $118.88
================================================================================================
<FN>
(1) Number of shares previously granted and remaining outstanding under the
Central Bancorp, Inc. 1986 Stock Option Plan, as such amounts may be
increased in accordance with said plan in the event of a merger,
consolidation, recapitalization or similar event involving the Registant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
based upon the price at which the options may be exercised. 28,000 shares
are under option at a weighted average exercise price of $15.272 per share.
Therefore, the total amount of the offering being registered herein is
$427,616.
</FN>
/TABLE
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Item 1. PLAN INFORMATION*
- ------
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part
I of this Registration Statement will be sent or given to
participants in the Central Bancorp, Inc. 1986 Stock Option Plan
(the "Plan") in accordance with Rule 428(b)(1). In accordance
with Note to Part I of Form S-8, such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses
or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Central Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company. The address for the
Commission's Web site is "http://www.sec.gov".
The following documents are incorporated by reference
in this Registration Statement:
The description of the Company's securities as
contained in the Company's Current Report on Form 8-K as filed
with the Commission on January 8, 1999 (File No. 000-25251)
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY
PURSUANT TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, PRIOR TO THE FILING
OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL
SECURITIES OFFERED HAVE BEEN SOLD OR WHICH DEREGISTERS ALL
SECURITIES THEN REMAINING UNSOLD, SHALL BE DEEMED TO BE
INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
Item 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Company and its principal subsidiary Central
Co-operative Bank (the "Bank") indemnify their respective
directors and officers to the extent permitted under the
Massachusetts General Laws. The Amended Charter of the Bank
provides that its directors and officers shall, and in the
discretion of the Board of Directors, any other person may, be
indemnified by the Bank against liabilities and expenses arising
out of services performed of or on behalf of the Bank. The
Amended Charter of the Bank further provides that such
indemnification will not be provided if it is
1<PAGE>
<PAGE>
determined that the action giving rise to the liability was not
taken in good faith in the reasonable belief that the action was
in the best interests of the Bank.
The Company's Articles of Organization provides for
indemnification of the Company's officers and directors as
follows:
The Corporation shall indemnify each director or
officer of the Corporation to the fullest extent now or
hereafter permitted by law against all expenses (including
attorneys' fees and disbursements), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative to which he is or is threatened to be made a party
by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or of a subsidiary of the
Corporation, or is or was a director, custodian, administrator,
committeeman or fiduciary of any employee benefit plan
established and maintained by the Corporation or by a subsidiary
of the Corporation, or is or was serving another enterprise in
any such capacity at the written request of the Corporation. To
the extent authorized at any time by the Board of Directors of
the Corporation, the Corporation may similarly indemnify other
persons against liability incurred in any capacity, or arising
out of any status, of the character described in the immediately
preceding sentence. At the discretion of the Board of
Directors, any indemnification hereunder may include payment by
the Corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if
he shall be adjudicated to be not entitled to indemnification
under this Article VI(H) or applicable laws. In no event,
however, shall the Corporation indemnify any director, officer,
or other person hereunder with respect to any matter as to which
he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was
in the best interests of the Corporation. The Corporation may
purchase and maintain insurance to protect itself and any
present or former director, officer or other person against any
liability of any character asserted against and incurred by the
Corporation or any such director, officer or other person in any
capacity, or arising out of any status, whether or not the
Corporation would have the power to indemnify such person
against such liability by law or under the provisions of this
Article VI(H). The provisions of this Article VI(H) shall be
applicable to persons who shall have ceased to be directors or
officers of the Corporation, and shall inure to the benefit of
the heirs, executors and administrators of persons entitled to
indemnity hereunder. Nothing herein shall be deemed to limit
the Corporation's authority to indemnify any person pursuant to
any contract or otherwise.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
Item 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.
Item 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
2
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<PAGE>
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement; provided, however, that
paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(d) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or throughout
a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
2. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
4. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the
3
<PAGE>
<PAGE>
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
4
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Somerville, State of
Massachusetts, on January 14, 1999.
CENTRAL BANCORP, INC.
By: /s/John D. Doherty
-----------------------
John D. Doherty
President and Chief
Executive Officer
(Duly Authorized
Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Central
Bancorp, Inc., do hereby severally constitute and appoint John
D. Doherty our true and lawful attorney and agent, to do any and
all things and acts in our names in the capacities indicated
below and to execute any and all instruments for us and in our
names in the capacities indicated below which said John D.
Doherty may deem necessary or advisable to enable Central
Bancorp, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the
registration statement on Form S-8 relating to the offering of
Central Bancorp's Common Stock, including specifically, but not
limited to, power and authority to sign for us in our names in
the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said John D.
Doherty shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ John D. Doherty President, Chief Executive January 14, 1999
- --------------------------- Officer
John D. Doherty (Duly Authorized Representative)
/s/ Paul S. Feeley Senior Vice President-Treasurer January 14, 1999
- --------------------------- and Chief Financial and
Paul S. Feeley Accounting Officer
/s/ Joseph R. Doherty Chairman of the Board January 14, 1999
- ---------------------------
Joseph R. Doherty
/s/ Gregory W. Boulos Director January 14, 1999
- ---------------------------
Gregory W. Boulos
/s/ George L. Doherty, Jr. Director January 14, 1999
- ---------------------------
George L. Doherty, Jr.
</TABLE>
5
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ John F. Gilgun, Jr. Director January 14, 1999
- ---------------------------
John F. Gilgun, Jr.
/s/ Terence D. Kenney Director January 14, 1999
- ---------------------------
Terrence D. Kenney
/s/ John G. Quinn Director January 14, 1999
- ---------------------------
John G. Quinn
/s/ Marat E. Santini Director January 14, 1999
- ---------------------------
Marat E. Santini
</TABLE>
6
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the validity of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained in the signature
page to this registration statement)
99.1 Central Bancorp, Inc. 1986 Stock Option Plan, as
amended
99.2 Form of Stock Option Agreement entered into with
Optionees with respect to Incentive Stock
Options granted under the Central Bancorp, Inc.
1986 Stock Option Plan
99.3 Form of Stock Option Agreement entered into with
Optionees with respect to Non-Incentive Stock
Options granted under the Central Bancorp, Inc.
1986 Stock Option Plan
January 26, 1999
Board of Directors
Central Bancorp, Inc.
399 Highland Avenue
Somerville, Massachusetts 02144
Re: Registration Statement on Form S-8
----------------------------------
1986 Stock Option Plan
Gentlemen:
We have acted as special counsel to Central Bancorp, Inc.,
a Massachusetts corporation (the "Company"), in connection with
the preparation of the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended,
relating to 28,000 shares of common stock, par value $1.00 per
share (the "Common Stock") of the Company which may be issued
pursuant to the Central Bancorp, Inc. 1986 Stock Option Plan, as
amended (the "Plan"), all as more fully described in the
Registration Statement. You have requested the opinion of this
firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plan
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By:
/s/ J. Mark Poerio
-----------------------
J. Mark Poerio, Esquire
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Central Bancorp, Inc.
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Central Bancorp, Inc. of
our report dated April 28, 1998, relating to the consolidated
balance sheets of Central Co-operative Bank as of March 31, 1998
and 1997 and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the
years in the three-year period ended March 31, 1998, which
report appears in the Central Co-operative Bank Annual Report on
Form 10-K for the year ended March 31, 1998 and to the reference
to our firm under the heading "Experts" in the Prospectus
contained in such Registration Statement.
/s/KPMP Peat Marwick LLP
Boston, Massachusetts
January 20, 1999
<PAGE>
CENTRAL BANCORP, INC.
1986 STOCK OPTION PLAN
AS AMENDED
1. PURPOSE OF THE PLAN.
The Plan shall be known as the Central Bancorp, Inc.
1986 Stock Option Plan (the "Plan"). The purpose of the Plan is
to attract and retain the best available personnel for positions
of substantial responsibility and to provide additional
incentive to key employees of Central Bancorp, Inc. or any
present or future parent or subsidiary of Central Bancorp, Inc.
to promote the success of the business. It is intended that
options issued pursuant to this Plan may constitute both
incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1954, as amended, and options that do
not so qualify.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Company" shall mean Central Bancorp, Inc.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Common Stock" shall mean Common Stock, par value
$1.00 per share, of the Company.
(d) "Code" shall mean the Internal Revenue Code of
1954, as amended.
(e) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 4(a) of the
Plan.
(f) "Continuous Employment" or "Continuous Status as
an Employee" shall mean the absence of any interruption or
termination of employment by the Company or any present or
future Parent or Subsidiary of the Company. Employment shall
not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the
Company or in the case of transfers between payroll locations of
the Company or between the Company, its Parent, its Subsidiaries
or a successor.
- ----------------------
*Includes the 1996 Amendment and the 1998 Amendment. The
Central Co-operative Bank 1986 Stock Option Plan became the
Stock Option Plan of the holding company by operation of law.
1<PAGE>
<PAGE>
(g) "Effective Date" shall mean the date specified in
paragraph 13 hereof.
(h) "Employee" shall mean any person employed on a
full-time basis by the Company or any present or future Parent
or Subsidiary of the Company.
(j) "Option" shall mean an option to purchase Common
Stock granted pursuant to this Plan.
(i) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3 of the Securities Exchange Act of 1934,
as amended.
(k) "Optioned Stock" shall mean stock subject to an
Option granted pursuant to this Plan.
(l) "Optionee" shall mean a person who receives an
Option under the terms of this Plan.
(m) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 425(e) and (g) of the Code.
(n) "Plan" shall mean the Central Bancorp, Inc. 1986
Stock Option Plan.
(o) "Share" shall mean one share of the Common Stock.
(p) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined
in Subsections 425(f) and (g) of the Code.
3. SHARES SUBJECT TO THE PLAN.
Except as otherwise required by the provisions of
paragraph 11 hereof, the aggregate number of shares of Common
Stock deliverable upon the exercise of Options pursuant to the
Plan shall not exceed 184,000 shares. Such shares may either be
authorized but unissued or treasury shares.
If Options should expire or become unexercisable for
any reason without having been exercised in full, the
unpurchased shares which were subject thereto shall, unless the
Plan shall have been terminated, be available for the grant of
other Options under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) Composition of Option Committee. The Plan shall
be administered by an Option Committee (the "Committee")
consisting of not less than two (2) directors of the Company
appointed by the Board. All persons designated as members of
the Committee shall be "Non-Employee Directors" within the
meaning of Rule 16b-3 of the Securities and Exchange Act of
1934.
2<PAGE>
<PAGE>
(b) Powers of the Committee. The Committee is
authorized (but only to the extent not contrary to the express
provisions of the Plan or to resolutions adopted by the Board)
to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the form and
content of Options to be issued under the Plan and to make other
determinations necessary or advisable for the administration of
the Plan, and shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to
time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at
any meeting at which a quorum is present shall be deemed the
action of the Committee.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
5. ELIIGIBILITY.
Options may be granted to such Employees of the Company
or any present or future Parent or Subsidiary as shall be
designated by the Committee. An Employee who has been granted
an Option may, if otherwise eligible, be granted an additional
Option or Options.
The aggregate fair market value (determined pursuant to
Section 7 hereof as of the date the Option is granted) of the
Shares for which any Employee may be granted Options in any
calendar year (under all Incentive Stock Option Plans, as
defined in Section 422 of the Code, of the Company or any
present or future Parent or Subsidiary of the Company) shall not
exceed $100,000, plus any unused limit carryover to such year,
as defined in Section 422(c) of the Code. Notwithstanding the
prior provisions of this paragraph, the Committee may grant
Options in excess of the foregoing limitations, provided said
Options shall be clearly and specifically designated as not
being Incentive Stock Options, as defined in Section 422 of the
Code.
6. TERM OF PLAN; TERM OF OPTIONS.
(a) The Plan shall continue in effect for a term of
ten years from its Effective Date, unless sooner terminated
pursuant to paragraph 16. No Option shall be granted under the
Plan after ten years from the Effective Date.
(b) The term of each Option granted under the Plan
shall be established by the Committee, but shall not exceed 10
years, provided however that in the case of an Employee who owns
stock representing more than ten percent of the Company's
outstanding Common Stock at the time the Option is granted, the
term of such Option shall not exceed five years.
7. OPTION PRICE.
The price per share at which each Option granted under
the Plan may be exercised shall not, as to any particular
Option, be less than the fair market value of the stock at the
time such Option
3<PAGE>
<PAGE>
is granted. In the case of an Employee who owns stock
representing more than ten percent of the Company's outstanding
Common Stock at the time the Option is granted, the Option price
shall not be less than 110% of the fair market value of the
stock at the time the Option is granted. If the Common Stock is
traded otherwise than on a national securities exchange at the
time of the granting of an Option, then the price per share
shall be not less than the mean between the bid and asked price
on the date the Option is granted or, if there is no bid and
asked price on said date, then on the next prior business day on
which there was a bid and asked price. If no such bid and asked
price is available, then the price per share shall be determined
by the Committee. If the Common Stock is listed on a national
securities exchange (including the NASDAQ national market) at
the time of granting an Option, then the price per share shall
be not less than the average of the
highest and lowest selling price on such exchange on the date
such Option is granted or if there were no sales on said date,
then the price shall be not less than the mean between the bid
and asked price on such date.
8. EXERCISE OF OPTION.
(a) Procedure for Exercise. Any Option granted
hereunder shall be exercisable at such times and under such
conditions as shall be permissible under the terms of the Plan
and of the Option granted to an Optionee. An Option may not be
exercised for a fractional Share.
An Option granted pursuant to the Plan may be
exercised, subject to provisions relative to its termination and
limitations on its exercise, from time to time only by (a)
written notice of intent to exercise the Option with respect to
a specified number of shares, and (b) payment to the Company
(contemporaneously with delivery of such notice), in cash, in
Common Stock, or a combination of cash and Common Stock, of the
amount of the Option price for the number of shares with respect
to which the Option is then being exercised. Each such notice
and payment shall be delivered, or mailed by prepaid registered
or certified mail, addressed to the Treasurer of executive
offices. Common Stock utilized in full or partial payment of
the exercise price shall be valued at its fair market value at
the date of exercise.
(b) Exercise During Employment or Following Death or
Disability. Unless otherwise provided in the terms of an
Option, an Option may be exercised by an Optionee only while he
is an Employee and has maintained Continuous Status as an
Employee since the date of the grant of the Option, or within 90
days after termination of his status as an Employee (but not
later than the date on which the Option would otherwise expire),
except if his Continuous Employment is terminated by reason of
(1) death, then to the extent that the Optionee would have been
entitled to exercise the Option immediately prior to his death,
such Option of the deceased Optionee may be exercised within two
years from the date of his death (but not later than the date on
which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent and distribution, or (2) Permanent and Total Disability
(as such term is defined in Section 105(d)(4) of the Code), then
to the extent that the Optionee would have been entitled to
exercise the Option immediately prior to his Permanent and Total
Disability, such Option may be exercised within one year from
the date of
4<PAGE>
<PAGE>
such Permanent and Total Disability, but not later than the date
on which the Option would otherwise expire.
The Committee's determination whether an Optionee's
employment has ceased, and the effective date thereof, shall be
final and conclusive on all persons affected thereby.
Notwithstanding any other provision of this Plan, if an
Employee is terminated for cause, all Options outstanding to
such Employee shall be canceled as of the effective date of such
termination and may not be exercised thereafter.
(c) Notwithstanding any other provision of this Plan
to the contrary, Common Stock that is purchased upon exercise of
an Option or stock appreciation right may not be sold within the
six-month period following the grant date of that Option or
stock appreciation right.
9. STOCK APPRECIATION RIGHTS.
(a) The Committee may, but shall not be obligated to,
from time to time, authorize the granting of stock appreciation
rights to, or accept the surrender of previously granted Options
from, such Employees who have been granted Options as the
Committee shall select. Each stock appreciation right,
including the surrender of previously granted Options, shall
relate only to one or more shares subject to a specific Option.
The terms of such stock appreciation rights shall authorize the
Company or Central Co-operative Bank to accept the surrender by
the Optionee of the right to exercise an Option granted under
the Plan (or portion thereof) in consideration for the payment
by the Company or Central Co-operative Bank of an amount equal
to the excess of the fair market value of the shares of Common
Stock subject to such Option (or portion thereof) surrendered
over the Option price of such shares. Such payment, at the
discretion of the Committee, may be made in shares of common
stock valued at the then fair market value thereof (determined
as provided in paragraph 7 hereof) or in cash or partly in cash
and partly in shares of common stock.
(b) Any election by an Optionee to exercise the stock
appreciation rights in this section shall be made during the
period beginning on the third business day following the release
for publication of quarterly or annual financial information and
ending on the twelfth business day following such date. This
condition shall be deemed to be satisfied when the specified
financial data is first made publicly available.
(c) Withstanding the provisions of any Option which
provides for its exercise in installments as designated by the
Committee, such Option shall become immediately exercisable, and
the Optionee shall, at the discretion of the Committee, be
entitled to receive cash in an amount equal to the excess of the
fair market value of the Common Stock (determined in accordance
with Section 7) subject to such Option over the Option price of
such shares, in exchange for the surrender of such options by
the Optionee, in the event of a change in control or offer to
effect a change in control. For purposes of this Section 9,
"change in control" shall refer to the acquisition of the
beneficial ownership (as that term is defined in Rule 13d-3 of
the General Rules and Regulations under the Securities Exchange
Act of 1934) of 25 percent or more of the voting securities of
the
5
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Company or Central Co-operative Bank by any person or by persons
acting as a group within the meaning of Section 13(d) of the
Securities Exchange Act of 1934; provided, however, that for the
purposes hereof no change in control or offer to effect a change
in control shall be deemed to have occurred if prior to the
acquisition of, or offer to acquire, 25 percent or more of the
voting securities of the Company or Central Co-operative Bank,
the full Board of Directors shall have adopted by not less than
a two-thirds vote a resolution specifically approving such
acquisition or offer. The term "person" refers to an individual
or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed
herein. The decision of the Committee as to whether a change in
control or offer to effect a change in control has occurred
shall be conclusive and binding.
10. NON-TRANSFERABILITY OF OPTIONS.
Awards of Options may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent and distribution.
Notwithstanding the foregoing, or any other provision of this
Plan, an Employee who has been awarded Options and stock
appreciation rights ("Awards") may transfer such Awards (but not
incentive stock options) to his or her spouse, lineal
ascendants, lineal descendants, or to a duly established trust
for the benefit of one or more of these individuals. Awards so
transferred may thereafter be transferred only to the Employee
who originally received the grant or to an individual or trust
to whom the Employee could have initially transferred the Awards
pursuant to this Paragraph. Awards which are transferred
pursuant to this Paragraph shall be exercisable by the
transferee according to the same terms and conditions as applied
to the Employee.
11. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN.
In the event that each of the outstanding shares of
Common Stock (other than shares held by dissenting shareholders)
shall be changed into or exchanged for a different number or
kind of shares of stock of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, stock dividend, split-up, combination of
shares, or otherwise), then there shall be substituted for each
share of Common Stock then under Option or available for Option
the number and kind of shares of stock into which each
outstanding share of Common Stock (other than shares held by
dissenting shareholders) shall be so changed or for which each
such share shall be so exchanged, together with an appropriate
adjustment of the Option Price.
In the event there shall be any change in the number
of, or kind of, issued shares of Common Stock, or of any stock
or other securities into which such Common Stock shall have been
changed, or for which it shall have been exchanged, then if the
Committee shall, in its discretion, determine that such change
equitably requires an adjustment in the number, or kind, or
Option Price of shares then subject to an Option or available
for Option, such adjustment shall be made by the Board and shall
be effective and binding for all purposes of the Plan.
6
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<PAGE>
12. TIME OF GRANTING OPTIONS.
The date of grant of an Option under the Plan shall,
for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the
determination shall be given to each Employee to whom an Option
is so granted within a reasonable time after the date of such
grant.
13. EFFECTIVE DATE.
The Plan shall become effective upon the effective date
of the conversion of Central Co-operative Bank from mutual to
stock form. Options may be granted prior to ratification of the
Plan by the stockholders if the exercise of such Options is
subject to such stockholder ratification. The Plan shall
continue in effect for a term of ten years from the Effective
Date, unless sooner terminated under paragraph 16 of the Plan.
14. APPROVAL BY STOCKHOLDERS.
The Plan shall be approved by stockholders of the
Company within twelve (12) months before or after the date it
becomes effective.
15. MODIFICATION OF OPTIONS.
At any time and from time to time the Board may
authorize the Committee to direct execution of an instrument
providing for the modification of any outstanding Option,
provided no such modification, extension or renewal shall confer
on the holder of said Option any right or benefit which could
not be conferred on him by the grant of a new Option at such
time, or impair the Option without the consent of the holder of
the Option.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may alter, suspend or discontinue the Plan
except that no action of the Board may increase (other than as
provided in paragraph 11) the maximum number of shares permitted
to be optioned or become available for the granting of Options
under the Plan, or reduce the minimum Option price, or extend
the period within which Options may be exercised, unless such
action of the Board shall be subject to approval or ratification
by the shareholders of the Company.
No action of the Board may, without the consent of the
holder of the Option, impair any then outstanding Option.
17. CONDITIONS UPON ISSUANCE OF SHARES.
Shares shall not be issued with respect to any Option
granted under the Plan unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as
amended, the rules and regulations promulgated
7
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<PAGE>
thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may
then be listed.
Inability of the Company to obtain from any regulatory
body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares
hereunder shall relieve the Company of any liability in respect
of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the
Company may require the person exercising the Option to make
such representations and warranties as may be necessary to
assure the availability of an exemption from the registration
requirements of federal or state securities law.
18. RESERVATION OF SHARES.
The Company, during the term of this Plan, will reserve
and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
8
<PAGE>
CENTRAL BANCORP, INC.
1986 STOCK OPTION PLAN
--------------------------------------
Agreement for Incentive Stock Options
--------------------------------------
STOCK OPTION (the "Option") for a total of shares
of Common Stock, par value $1.00 per share, of Central Bancorp,
Inc. (the "Company"), which Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), is hereby granted to
(the "Optionee") at the price set forth
herein, and in all respects subject to the terms, definitions
and provisions of the Central Bancorp, Inc. 1986 Stock Option
Plan (the "Plan") which was adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Exercise Price. The exercise price per share is
$ , which equals 100%* of the fair market value, as
determined by the Committee, of the Common Stock on the date of
grant of this Option.
2. Exercise of Option. This Option shall be exercisable
in accordance with the Plan and the following provisions:
(i) Schedule of rights to exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
- ----------------------------- ---------------------------
Upon Grant ___%
1 year but less than 2 years ___%
2 years but less than 3 years ___%
3 years but less than 4 years ___%
4 years but less than 5 years ___%
5 years or more ___%
- --------------------
* 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
1
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Agreement of ISO Page 2
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. In addition, the Optionee may elect to pay for
all or part of the exercise price of the shares by having the
Company withhold a number of shares having a fair market value
equal to the exercise price. The certificate or certificates for
shares of Common Stock as to which the Option shall be exercised
shall be registered in the name of the person or persons
exercising the Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
<PAGE>
<PAGE>
Agreement of ISO Page 3
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten** years from the date of grant of this Option,
as stated below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
Date of Grant CENTRAL BANCORP, INC.
1986 STOCK OPTION PLAN COMMITTEE
By:
-----------------------------
Authorized Member of the
Committee
------------------------------
Witness:
_______________
** Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock of
the Company on the date of grant of this Option.
<PAGE>
<PAGE>
CENTRAL BANCORP, INC.
1986 STOCK OPTION PLAN
Form for Exercise of
Incentive Stock Options
Treasurer
Central Bancorp, Inc.
399 Highland Avenue
Somerville, Massachusetts 02144
Re: Central Bancorp, Inc. 1986 Stock Option Plan
--------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase shares, par value $1.00, of Common
Stock of Central Bancorp, Inc. (the "Company") under and
pursuant to a Stock Option Agreement dated , 199 .
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$ of cash or check
$ in the form of _______ shares of Common
Stock, valued at
$____ per share
$ in the form of the Company's
withholding of _______ shares
of Common Stock, valued at $ ____ per
share, that are subject to this Option
$ TOTAL
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
- -----------------
Date
Very truly yours,
----------------------------------
<1 TEXT>
<1 DOCUMENT>
<PAGE>
<PAGE>
CENTRAL BANCORP, INC.
1986 STOCK OPTION PLAN
-------------------------------------------
Agreement for Non-Incentive Stock Options
-------------------------------------------
STOCK OPTION (the "Option") for a total of
shares of Common Stock, par value $1.00 per share, of Central
Bancorp, Inc. (the "Company") is hereby granted to
(the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the
Central Bancorp, Inc. 1986 Stock Option Plan (the "Plan") which
has been adopted by the Company and which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such
Stock Options do not comply with Options granted under Section
422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Exercise Price. The exercise price per share is $ ,
which equals 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable
in accordance with the Plan and the following provisions:
(i) Schedule of rights to exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
- ----------------------------- ---------------------------
Upon Grant ___%
1 year but less than 2 years ___%
2 years but less than 3 years ___%
3 years but less than 4 years ___%
4 years but less than 5 years ___%
5 years or more ___%
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such
1<PAGE>
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Non-ISO Agreement Page 2
shares of Common Stock is to be registered, his address and
Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. In addition, the Optionee may elect to pay for
all or part of the exercise price of the shares by having the
Company withhold a number of shares having a fair market value
equal to the exercise price. The certificate or certificates for
shares of Common Stock as to which the Option shall be exercised
shall be registered in the name of the person or persons
exercising the Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty
to the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms of
this agreement, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may
be transferred to the Optionee's spouse, lineal ascendants,
lineal descendants, or to a duly established trust, provided
that such<PAGE>
<PAGE>
Non-ISO Agreement Page 3
transferee shall be permitted to exercise this Option subject to
the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as set forth below, and may be exercised during such term only
in accordance with the Plan and the terms of this Option.
- ---------------------- CENTRAL BANCORP, INC.
Date of Grant 1986 STOCK OPTION PLAN COMMITTEE
By:
-----------------------------
Authorized Member of the
Committee
-----------------------------
Witness:
<PAGE>
<PAGE>
CENTRAL BANCORP, INC.
1986 STOCK OPTION PLAN
--------------------------------
Form for Exercise of
Non-Incentive Stock Options
--------------------------------
Treasurer
Central Bancorp, Inc.
399 Highland Avenue
Somerville, Massachusetts 02144
Re: Central Bancorp, Inc. 1986 Stock Option Plan
--------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase shares, par value $1.00, of
Common Stock of Central Bancorp, Inc. (the "Company") under and
pursuant to a Stock Option Agreement dated , 199 .
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$ of cash or check
$ in the form of _______ shares of Common
Stock, valued at $____ per share
$ in the form of the Company's
withholding of _______ shares of Common
Stock, valued at $ ____ per share,
that are subject to this Option
$ TOTAL
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
-----------
Date
Very truly yours,
---------------------------
