SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 1999
PATRIOT NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-1559137
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
900 Bedford Street, Stamford, Connecticut 06901
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (203) 324-7500
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
THE REORGANIZATION
On December 1, 1999, following receipt of regulatory and shareholder
approval, Patriot National Bank (the "Bank") reorganized into a holding company
structure (the "Reorganization") becoming a wholly owned subsidiary of Patriot
National Bancorp, Inc., a Connecticut corporation ("Bancorp"). The
Reorganization was accomplished through the following steps: (1) the
organization of Bancorp; (2) the execution and delivery by Bancorp and the Bank
of an Agreement and Plan of Reorganization dated as of June 28, 1999; (3) the
formation of Patriot Interim Bank, National Association; and (4) the merger of
the Bank into Patriot Interim Bank, National Association under the charter of
the Bank. The name of the national banking association resulting from the merger
of Patriot Interim Bank, National Association and the Bank is "Patriot National
Bank."
Upon the effectiveness of the Reorganization, among other
things, each of the then issued and outstanding shares of Common Stock, $2.00
par value, of the Bank (the "Bank Common Stock") was converted into one share of
Common Stock, $2.00 par value, of Bancorp (the "Bancorp Common Stock"). Each
share of capital stock of Patriot Interim Bank, National Association remained
outstanding and all such capital stock is owned by Bancorp. As of that date,
each outstanding option or warrant to purchase shares of Bank Common Stock
automatically became an option or warrant to purchase an equal number of shares
of Bancorp Common Stock on the same terms and conditions specified in such
option or warrant.
The Bancorp Common Stock trades on the Nasdaq SmallCap Market under the
symbol "PNBK."
Since the Bank Common Stock was registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Bancorp Common Stock is, in accordance with Rule 12g-3 under the Exchange Act,
deemed to be registered under Section 12(g) of the Exchange Act upon
consummation of the Reorganization. In accordance with applicable regulations of
the Office of the Comptroller of the Currency (the "OCC"), the Bank filed
periodic reports and proxy statements under the Exchange Act with the OCC prior
to the effective date of the Reorganization. Among other things, these reports
contain audited annual financial statements and unaudited interim financial
information.
The shares of Bancorp Common Stock issued upon consummation of
the Reorganization were not registered under the Securities Act of 1933, as
amended, in reliance on the exemption contained in Section 3(a)(12) of that Act.
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DESCRIPTION OF BANCORP COMMON STOCK
The Bancorp Common Stock has substantially the same rights and
privileges as the Bank Common Stock had.
The authorized capital stock of Bancorp consists of 5,333,333 shares of
Bancorp Common Stock. Bancorp has no other authorized class of capital stock.
Upon consummation of the Reorganization, there were 2,160,952 shares of Bancorp
Common Stock issued and outstanding. The Bancorp Common Stock not issued and
outstanding may be issued at such time and upon such terms, including price, as
the Board of Directors may determine.
In general, each holder of Bancorp Common Stock is entitled to one vote
for each share held. In all elections of directors, shareholders have cumulative
voting rights; namely, the number of votes each shareholder may cast will be
determined by multiplying the number of shares owned by the number of directors
to be elected. These votes may then be cumulated and cast for a single candidate
or may be distributed among two or more candidates in the manner selected by the
shareholder. On all other questions or voting issues, each shareholder is
entitled to one vote for each share of stock held.
The holders of Bancorp Common Stock do not have preemptive rights or
any other preferential rights to subscribe for additional shares of stock on a
pro rata basis when and if such additional shares may be offered or sold by
Bancorp in the future.
The holders of Bancorp Common Stock are entitled to receive dividends,
when, as and if declared by the Board of Directors out of any funds legally
available therefor.
Registrar & Transfer Company, Cranford, New Jersey, is the transfer
agent and registrar for the Bancorp Common Stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
2 Agreement and Plan of Reorganization dated as of June 28, 1999
between Bancorp and the Bank
3(i) Certificate of Incorporation of Bancorp, dated June 16, 1999
3(ii) By-laws of Bancorp
10(a)(1) Form of 1994 Warrant to Purchase Common Stock
10(a)(2) Form of 1998 Warrant to Purchase Common Stock
10(a)(3) Lease dated February 1, 1995 between 999 Bedford Street
Corporation and the Bank
10(c) 1999 Stock Option Plan of the Bank
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4
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
Bancorp has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PATRIOT NATIONAL BANCORP, INC.
Date: February 18, 2000 By: /s/ PHILIP W. WOLFORD
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Philip W. Wolford
President
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Exhibit Index
Exhibit No. Description
2 Agreement and Plan of Reorganization dated as of June 28, 1999
between Bancorp and the Bank
3(i) Certificate of Incorporation of Bancorp, dated June 16, 1999
3(ii) By-laws of Bancorp
10(a)(1) Form of 1994 Warrant to Purchase Common Stock
10(a)(2) Form of 1998 Warrant to Purchase Common Stock
10(a)(3) Lease dated February 1, 1995 between 999 Bedford Street
Corporation and the Bank
10(c) 1999 Stock Option Plan of the Bank
EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION
by and between
PATRIOT NATIONAL BANCORP, INC.
and
PATRIOT NATIONAL BANK
AGREEMENT AND PLAN OF REORGANIZATION dated as of June 28, 1999, (this
"Plan") by and between PATRIOT NATIONAL BANCORP, INC., a corporation formed
under the laws of the State of Connecticut ("Bancorp"), and PATRIOT NATIONAL
BANK, a banking association formed under the laws of the United States of
America (the "Bank").
WHEREAS, Bancorp and the Bank desire to effect a reorganization (the
"Reorganization") through a merger between the Bank and Patriot Interim Bank,
National Association, a new banking association to be formed under the laws of
the United States of America and to be wholly owned by Bancorp (the "Interim
Bank"), wherein the Interim Bank would be the receiving association; and
WHEREAS, pursuant to the terms of the Reorganization, each issued and
outstanding share of Common Stock of the Bank (other than shares the holders of
which shall have validly exercised rights as dissenting shareholders in
accordance with 12 U.S.C. Section 215a(b)) shall be converted into shares of
Common Stock of Bancorp and, if applicable, into cash as provided herein, and
each issued and outstanding share of Common Stock of the Interim Bank would
remain outstanding;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, and agreements herein contained, Bancorp and the
Bank hereby agree as follows:
ARTICLE I. THE PARTIES; CAPITAL; ADOPTION OF PLAN
1.1. BANCORP. Bancorp is a corporation duly organized and
existing under the laws of the State of Connecticut with its principal place of
business in Stamford, Connecticut. Immediately prior to the Effective Time (as
hereinafter defined), the Capital of Bancorp will be not less than $200,000
divided into 100 shares of Common Stock, par value $2.00 ("Bancorp Common
Stock"), Surplus of $199,800 and Retained Earnings of $0. The authorized capital
stock of Bancorp will consist of 5,333,333 shares of Bancorp Common Stock, of
which 100 shares will be issued and outstanding as of the Effective Time.
1.2. THE BANK. The Bank is a banking association duly
organized and existing under the laws of the United States of America with its
principal place of business in Stamford, Connecticut. The Capital of the Bank is
$12,225,271 divided into 2,000,500 shares of Common Stock, par value $2.00
("Bank Common Stock"), with Surplus of $9,072,747 and an Accumulated Deficit and
Other Comprehensive Income of $848,476 as of March 31, 1999.
1.3. INTERIM BANK. Prior to the Effective Time, Bancorp will
form the Interim Bank under the laws of the United States of America.
Immediately prior to the Effective Time, the Capital of the Interim Bank will be
not less than $200,000 divided into 100,000 shares of Common Stock, par value
$2.00 ("Interim Bank Common Stock"), Surplus of $40,000 and Retained Earnings of
$0. The authorized capital stock of the Interim Bank will consist of 200,000
shares of Interim Bank Common Stock, of which 100,000 shares will be issued and
outstanding as of the Effective Time.
1.4. ADOPTION OF PLAN. This Plan has been approved by the
Boards of Directors of Bancorp and the Bank, in each case by a majority of the
entire board of the respective entity. Prior to the Effective Time, this Plan
will be approved by the Board of Directors of the Interim Bank by a majority of
the entire board, and the Interim Bank will become a party to this Plan.
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ARTICLE II. THE PLAN
2.1. THE REORGANIZATION. In accordance with the provisions of this Plan
and the laws of the United States of America, at the Effective Time the Bank
shall be merged with and into the Interim Bank under the Charter of the Bank,
and the separate existence of the Bank shall cease. The Interim Bank shall be
the receiving association and shall continue its existence under the laws of the
United States of America as a wholly owned subsidiary of Bancorp, operating
under the name "Patriot National Bank."
2.2. EFFECTIVE TIME. The time at which the Reorganization shall become
effective (the "Effective Time") shall be the later of (a) the close of business
on the date specified in the merger approval issued by the Office of the
Comptroller of the Currency (the "Comptroller") pursuant to 12 U.S.C. Sections
215a and 1828(c) or (b) the close of business on the date on which the last of
the conditions specified in Article V hereof shall have been satisfied or
otherwise fulfilled or compliance therewith shall have been waived.
2.3. CONVERSION OF BANK COMMON STOCK. Each share of Bank Common Stock
outstanding at the Effective Time (other than shares the holders of which have
exercised their statutory right to receive payment as described in Section 2.5
hereof), shall, without any action on the part of the holder thereof, be
converted into one share of Bancorp Common Stock.
2.4. STOCK CERTIFICATES. Following the Effective Time, Bancorp shall
deem certificates theretofore representing shares of Bank Common Stock to be
certificates representing an equal number of shares of Bancorp Common Stock
without any physical exchange therefor; provided, however, that the holders of
certificates that had represented Bank Common Stock shall be entitled to receive
certificates representing Bancorp Common Stock in exchange for certificates that
had represented an equal number of shares of Bank Common Stock.
2.5. DISSENTERS' RIGHTS. Following the approval of the Reorganization
by the Comptroller, any person who is then, or was immediately prior to the
Effective Time, a shareholder of the Bank and who either (a) voted against the
Reorganization at the meeting of the shareholders at which the Reorganization
was approved or (b) gave written notice at or prior to such meeting to the
presiding officer that he or she dissents from the Plan (each a "Dissenting
Shareholder"), shall be entitled to receive the value of the shares so held by
him or her when the Reorganization is consummated and such shareholder shall
have, prior to thirty days after the date of consummation of the Reorganization,
made written request to the Interim Bank, accompanied by such shareholder's
stock certificates.
2.6. SUPPLEMENTAL STOCK OPTION AGREEMENTS; WARRANTS, ETC. All rights
outstanding under any options, warrants, stock appreciation rights, convertible
debentures, commitments, plans, or arrangements of any kind to issue, sell, or
deliver an equity interest in the Bank (including, without limitation, any
options then outstanding under the 1999 Stock Option Plan of the Bank (the
"Option Plan") and the Bank's outstanding warrants to purchase Bank Common
Stock) that immediately prior to the Effective Time had given the holder thereof
the right to purchase or receive shares of Bank Common Stock (the "Equity
Rights"), shall, automatically and without further action on the part of the
holder thereof, be converted into similar rights giving the holder thereof the
right to purchase the same number of shares of Bancorp Common Stock at the same
exercise price per share, and containing such other terms and conditions, as
pertained to the Equity Rights as they were outstanding immediately prior to the
Effective Time.
2.7. INTERIM BANK COMMON STOCK. Each share of Interim Bank Common Stock
validly issued and outstanding at the Effective Time shall remain outstanding.
2.8. CANCELLATION OF BANCORP COMMON STOCK. At the Effective Time, all
shares of Bancorp Common Stock then outstanding shall be cancelled.
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2.9. NAME AND BUSINESS OF RECEIVING ASSOCIATION. As of the Effective
Time, the name of the Interim Bank as the receiving association shall be
"Patriot National Bank," and its business shall be that of a national banking
association. This business shall be conducted by the Interim Bank as the
receiving association at its main office, which shall be located at 900 Bedford
Street, Stamford, Connecticut, and at its legally established branches.
2.10. CAPITAL OF RECEIVING ASSOCIATION. The amount of Capital of the
Interim Bank as the receiving association immediately prior to the Effective
Time shall be not less than $200,000 divided into 100,000 shares of Interim Bank
Common Stock and Surplus of $40,000. All of such Capital and Surplus shall have
been paid by Bancorp in cash prior to the Effective Time.
2.11. TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES. All assets of the
Bank, as they exist at the Effective Time, shall pass to and vest in the Interim
Bank as the receiving association without any conveyance or other transfer, and
the Interim Bank shall be responsible for all of the liabilities of every kind
and description of both the Interim Bank and the Bank existing at the Effective
Time.
2.12. DIRECTORS AND OFFICERS OF THE RECEIVING ASSOCIATION. At the
Effective Time, each person then serving as a director of the Bank shall become
a director of Bancorp and of the Interim Bank as the receiving association to
serve until the next annual meeting; such time as his or her successor has been
elected and has qualified; or his or her earlier death, resignation, or removal.
At the Effective Time, each person then serving as an officer of the Bank shall
become an officer of identical title of the Interim Bank as the receiving
association to serve until the next annual meeting; such time as his or her
successor has been elected and has qualified; or his or her earlier death,
resignation, or removal.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1. REPRESENTATIONS AND WARRANTIES OF BANCORP. Bancorp hereby
represents and warrants that:
a) it is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Connecticut, with all corporate
power and authority to own its properties and to carry on its business as
currently being conducted;
b) its authorized capital stock consists of 5,333,333 shares of
Bancorp Common Stock;
c) the shares of Bancorp Common Stock to be issued in connection
with the Reorganization will be, when issued in accordance with the provisions
of this Plan, duly authorized, validly issued, fully paid, and non-assessable;
d) it has the full right, power, and authority to enter into, and
become bound by the terms of, this Plan; this Plan has been duly approved by not
less than a majority of its directors and has been duly executed and delivered
on its behalf and constitutes a legal, valid, and binding obligation of Bancorp
enforceable against Bancorp in accordance with its terms; and
e) the performance by it of its obligations under this Plan will
not conflict with any provision of its charter or by-laws or conflict with, or
result in a breach of or a default (without regard to the giving of notice or
the passage of time) under, any indenture, contract, commitment, or obligation
to which it is a party or by which it or its assets may be bound or violate any
provision of any law, governmental rule or regulation, judgment, or decree
binding on it or any of its assets.
3.2. REPRESENTATIONS AND WARRANTIES OF THE BANK. The Bank hereby
represents and warrants that:
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a) it is a national banking association duly organized, validly
existing, and in good standing under the laws of the United States and has all
requisite power and authority to own, operate, and lease its real and personal
properties in the manner and to the extent owned, operated, and leased as of the
date hereof; that it is duly authorized and empowered to conduct a banking
business at its main and branch offices existing as of the date hereof; and that
no action or administrative proceeding is pending, or to its knowledge
threatened or contemplated, that would in any way challenge its right or
authority to conduct a general banking business at its main office or any of its
branch offices;
b) to the best of its knowledge and belief, the Bank is in
compliance with all material federal, state, and local laws, statutes,
ordinances, and regulations applicable to it or the conduct of its business;
c) its authorized capital stock consists of 5,333,333 shares of
Bank Common Stock, of which 2,005,198 shares are issued and outstanding as of
the date hereof, all of which have been duly authorized and validly issued and
are fully paid and non-assessable and its capital is as set forth in Section 1.1
hereof;
d) it has the full right, power, and authority to enter into, and
become bound by the terms of, this Plan; this Plan has been duly approved by not
less than a majority of its directors at a meeting duly called for the purpose
and has been duly executed and delivered on its behalf and constitutes a legal,
valid, and binding obligation of the Bank enforceable against the Bank in
accordance with its terms; and
e) the performance by it of its obligations under this Plan will
not conflict with any provision of its charter or by-laws or conflict with, or
result in a breach of or a default (without regard to the giving of notice or
the passage of time) under, any indenture, contract, commitment, or obligation
to which it is a party or by which it or its assets may be bound or violate any
provision of any law, governmental rule or regulation, judgment, or decree
binding on it or any of its assets.
ARTICLE IV. COVENANTS OF BANCORP AND THE BANK
4.1. REGULATORY COMPLIANCE. Bancorp and the Bank hereby undertake, and
Bancorp hereby undertakes to cause the Interim Bank, to file such applications
or notices as are necessary or desirable under applicable laws, rules, and
regulations in connection with the consummation of the Reorganization,
including, without limitation:
a) approval by the Comptroller of the organization of the Interim
Bank and consummation of the Reorganization;
b) registration of Bancorp with the Board of Governors of the
Federal Reserve System as a bank holding company under the Bank Holding Company
Act of 1956, as amended (the "BHC Act");
c) insurance of deposits of the Interim Bank as the receiving
association by the Federal Deposit Insurance Corporation; and
d) registration of the Bancorp Common Stock under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
4.2. PROXY STATEMENT. The Bank hereby undertakes to prepare and file
with the Comptroller a proxy statement under the Exchange Act and the rules of
the Comptroller in connection with soliciting the approval of this Plan by the
shareholders of the Bank.
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4.3. NASDAQ REGISTRATION. Bancorp hereby undertakes to apply for
approval for the quotation of the shares of Bancorp Common Stock issuable in
connection with the Reorganization on the NASDAQ Small Cap Market.
4.4. ORGANIZATION OF THE INTERIM BANK. Bancorp hereby agrees to
organize the Interim Bank and to cause it to become a party to this Plan.
4.5. ASSUMPTION OF OBLIGATIONS UNDER EQUITY RIGHTS. Bancorp hereby
assumes as of the Effective Time all of the obligations of the Bank to sell
shares of Bank Common Stock pursuant to all Equity Rights outstanding as of the
Effective Time or that may thereafter be issued under the Option Plan and to
deliver one share of Bancorp Common Stock for each share of Bank Common Stock
covered by such Equity Rights, subject to adjustment as provided in the
instruments creating such Equity Rights. Bancorp agrees that any Bancorp Common
Stock issued upon the exercise of Equity Rights will be duly authorized, validly
issued, fully paid, and non-assessable.
ARTICLE V. CONDITIONS PRECEDENT
5.1. CONDITIONS PRECEDENT TO OBLIGATIONS OF BANCORP, THE BANK, AND THE
INTERIM BANK. All obligations of Bancorp, the Bank, and the Interim Bank under
this Plan are subject to the fulfillment and satisfaction, prior to the
Effective Time, of each of the following conditions:
a) all regulatory approvals and authorizations, including,
without limitation, the approvals of (i) all state securities law agencies that
have jurisdiction over the offer and sale of the securities issuable upon
consummation of the Reorganization; (ii) the Board of Governors of the Federal
Reserve System under the BHC Act; (iii) such approvals of the Comptroller as are
necessary to permit organization of the Interim Bank and the consummation of the
Reorganization; and (iv) all other consents, approvals, and permissions
necessary to permit consummation of the Reorganization shall have been received
and shall be in full force and effect and contain no conditions that Bancorp or
the Bank deems undesirable, and any applicable waiting periods with respect to
notices filed with regulatory authorities relating to the Reorganization shall
have expired or been terminated;
b) the issuance by Bancorp of its securities in connection with
the Reorganization shall have qualified for an exemption from the registration
requirements of the Securities Act of 1933, as amended pursuant to Section
3(a)(12) of that Act;
c) Bancorp shall have obtained approval for quotation of the
shares of Bancorp Common Stock issuable in connection with the Reorganization on
the NASDAQ Small Cap Market;
d) the Interim Bank shall have been organized under the laws of
the United States of America and shall have become a party to this Plan;
e) this Plan shall have been approved by the holders of not less
than two-thirds of the Bank Common Stock entitled to vote thereon; and
f) neither Bancorp nor the Bank shall have determined that the
number of shares of Bank Common Stock owned by Dissenting Shareholders makes
consummation of the Reorganization [undesirable].
5.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF BANCORP AND THE INTERIM
BANK. All obligations of Bancorp and the Interim Bank under this Plan are
subject to the fulfillment and satisfaction of each of the following conditions:
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a) the representations and warranties of the Bank contained in
this Plan shall be deemed to have been made again at and as of the Effective
Time, and shall then be true and correct in all material respects; and
b) each of the obligations of the Bank to be performed by it
prior to the Effective Time pursuant to the terms of this Plan shall have been
duly performed.
5.3. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BANK. All obligations
of the Bank under this Plan are subject to the fulfillment and satisfaction of
each of the following conditions:
a) the representations and warranties of Bancorp contained in
this plan with respect to Bancorp and the Interim Bank shall be deemed to have
been made again at and as of the Effective Time, and shall then be true and
correct in all material respects;
b) each of the obligations of Bancorp and the Interim Bank to be
performed by them prior to the Effective Time pursuant to the terms of this Plan
shall have been duly performed at the Effective Time; and
c) Bancorp shall have taken such actions as may be requested by
the Bank to confirm its assumption of obligations as of the Effective Time with
respect to the Equity Rights.
ARTICLE VI. TERMINATION
6.1. MUTUAL CONSENT. This Plan may be terminated by the mutual
agreement of the Boards of Directors of Bancorp and the Bank at any time prior
to the Effective Time (whether or not it has theretofore been approved by the
shareholders of the Bank).
6.2. TERMINATION BY BANCORP OR THE BANK. This Plan may be terminated by
either Bancorp or the Bank at any time prior to the Effective Time in the event
that:
a) the number of shares of Bank Common Stock owned by the
Dissenting Shareholders shall make consummation of the Reorganization
inadvisable in the opinion of the Bank or Bancorp;
b) any action, suit, proceeding, or claim has been instituted,
made, or threatened relating to this Plan that would make consummation of the
Reorganization inadvisable in the opinion of the Bank or Bancorp; or
c) for any other reason consummation of the Reorganization is
inadvisable in the opinion of the Bank or Bancorp.
6.3. LIABILITY. In the event this Plan is terminated for any reason
whatever, there shall be no liability hereunder or on account of such
termination on the part of any of the parties hereto or the directors, officers,
employees, agents, or shareholders of any of them.
ARTICLE VII. MISCELLANEOUS
7.1. COUNTERPARTS. This Plan may be executed in any number of
counterparts, each of which shall be deemed to be an original instrument, but
all of which together shall constitute a single agreement.
7.2. ENTIRE AGREEMENT. This Plan constitutes the entire agreement, and
supersedes all other prior agreements and understandings, both written and oral,
among the parties hereto with respect to
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the subject matter hereof and shall not be supplemented or amended in any way
except by a writing, approved by the Board of Directors of each of the parties
and executed by a person or persons so authorized by them.
7.3. THIRD PARTY BENEFICIARIES. This Plan is not intended to confer
upon any person not a party hereto any rights or remedies hereunder.
7.4. WAIVERS. Prior to the Effective Time, the failure of any party
hereto to exercise any right, power, or privilege hereunder, or the partial
exercise of any such right, power, or privilege, or the waiver of any term,
condition, or condition precedent, shall neither prevent nor preclude the future
or further exercise of any such right, power, or privilege, nor shall the same
be construed to be a waiver of any other term, condition, or condition
precedent.
7.5. CHOICE OF LAW; SUCCESSORS. This Plan shall be construed under the
laws of the United States of America and of the State of Connecticut, without
regard to the choice of law provisions thereof, and shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns,
except that neither party may assign its rights and benefits hereunder without
the prior written consent of the other.
7.6. GOVERNMENTAL AGENCIES. All references to various applicable
governmental regulatory agencies shall be deemed to include, to the extent
required by law, any other such regulatory agency that, by virtue of legislative
change or any action permitted to a party hereunder, properly assumes
jurisdiction of any of the transactions contemplated herein.
7.7. CAPTIONS. The captions of the various Articles and Sections hereof
are inserted solely for the convenience of the parties and are not to be
construed as limitations upon the text to which they refer.
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IN WITNESS WHEREOF, the undersigned have executed this Plan as of the
date first above written.
PATRIOT NATIONAL BANCORP, INC.
By /s/ PHILIP W. WOLFORD
------------------------------
Philip W. Wolford
President
ATTEST:
/s/ FRED A. DECARO, JR.
- - -----------------------------
Secretary
PATRIOT NATIONAL BANK
By /s/ PHILIP W. WOLFORD
------------------------------
Philip W. Wolford
President
ATTEST:
/s/ JOHN KANTZAS
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Cashier
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STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Philip W. Wolford, as President of
Patriot National Bancorp, Inc., and Fred A. DeCaro, Jr., as Secretary of Patriot
National Bancorp, Inc., and in such capacities acknowledged the foregoing
instrument to be the act and deed of the foregoing corporation.
/s/ GARY S. SESSA
---------------------
Gary S. Sessa
My commission expires January 31, 2001
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Philip W. Wolford, as President of
Patriot National Bank, and John Kantzas, as Cashier of Patriot National Bank,
and in such capacities acknowledged the foregoing instrument to be the act and
deed of the foregoing association.
/s/ GARY S. SESSA
---------------------
Gary S. Sessa
My commission expires January 31, 2001
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The undersigned directors of Patriot National Bank, constituting a
majority of the directors of said entity, hereby adopt and approve the foregoing
Agreement and Plan of Reorganization pursuant to the requirements of 12 U.S.C.
Section 215a (but are not deemed parties to such Agreement and Plan of
Reorganization).
/s/ HERBERT A. BREGMAN
------------------------------------
Herbert A. Bregman
------------------------------------
Angelo DeCaro
/s/ FRED A. DECARO, JR.
------------------------------------
Fred A. DeCaro, Jr.
/s/ STEPHEN LAWRENCE FEIT
------------------------------------
Stephen Lawrence Feit
------------------------------------
John A. Geoghegan
/s/ L. MORRIS GLUCKSMAN
------------------------------------
L. Morris Glucksman
/s/ MICHAEL INTRIERI
------------------------------------
Michael Intrieri
/s/ RICHARD NACLERIO
------------------------------------
Richard Naclerio
------------------------------------
Paul C. Settelmeyer
------------------------------------
Salvatore Travato
/s/ PHILIP W. WOLFORD
------------------------------------
Philip W. Wolford
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The undersigned directors of Patriot National Bancorp, Inc.,
constituting a majority of the directors of said entity, hereby adopt and
approve the foregoing Agreement and Plan of Reorganization pursuant to the
requirements of 12 U.S.C. Section 215a (but are not deemed parties to such
Agreement and Plan of Reorganization).
/s/ HERBERT A. BREGMAN
------------------------------------
Herbert A. Bregman
------------------------------------
Angelo DeCaro
/s/ FRED A. DECARO, JR.
------------------------------------
Fred A. DeCaro, Jr.
/s/ L. MORRIS GLUCKSMAN
------------------------------------
L. Morris Glucksman
/s/ PHILIP W. WOLFORD
------------------------------------
Philip W. Wolford
-11-
<PAGE>
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Herbert A. Bregman, Fred A. DeCaro,
Jr., Stephen Lawrence Feit, L. Morris Glucksman, Michael Intrieri, Richard
Naclerio and Philip W. Wolford, being a majority of the directors of Patriot
National Bank, and each of them acknowledged the foregoing instrument to be the
act and deed of the foregoing association and of himself as director thereof.
/s/ GARY S. SESSA
--------------------------------------
Gary S. Sessa:
My commission expires January 31, 2001
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Herbert A. Bregman, Fred A. DeCaro,
Jr., L. Morris Glucksman and Philip W. Wolford, being a majority of the
directors of Patriot National Bancorp, Inc., and each of them acknowledged the
foregoing instrument to be the act and deed of the foregoing corporation and of
himself as director thereof.
/s/ GARY S. SESSA
--------------------------------------
Gary S. Sessa
My commission expires January 31, 2001
-12-
<PAGE>
The undersigned hereby acknowledges that it is the Interim Bank (as
defined in the foregoing Agreement and Plan of Reorganization), hereby becomes a
party to such Agreement and Plan of Reorganization, and has caused this
Agreement and Plan of Reorganization to be executed on its behalf this 28th day
of June, 1999.
ATTEST: PATRIOT INTERIM BANK, N.A.
/s/ FRED A. DECARO, JR. By /s/ PHILIP W. WOLFORD
- - ---------------------------- ---------------------------
Philip W. Wolford
Secretary President and Chief Executive Office
STATE OF CONNECTICUT )
) ss.:
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Philip W. Wolford, as President of
Patriot Interim Bank, N.A., and Fred A DeCaro, Jr., as Secretary of Patriot
Interim Bank, N.A., and in such capacities acknowledged the foregoing instrument
to be the act and deed of the foregoing association.
/s/ GARY S. SESSA
--------------------------------------
Gary S. Sessa:
My commission expires January 31, 2001
-13-
<PAGE>
The undersigned directors of Patriot Interim Bank, N.A., constituting a
majority of the directors of said entity, hereby adopt and approve the foregoing
Agreement and Plan of Reorganization pursuant to the requirements of 12 U.S.C.
Section 215a (but are not deemed parties to such Agreement and Plan of
Reorganization).
/s/ HERBERT A. BREGMAN
------------------------------------
Herbert A. Bregman
------------------------------------
Angelo DeCaro
/s/ FRED A. DECARO, JR.
------------------------------------
Fred A. DeCaro, Jr.
/s/ L. MORRIS GLUCKSMAN
------------------------------------
L. Morris Glucksman
/s/ PHILIP W. WOLFORD
------------------------------------
Philip W. Wolford
EXHIBIT 3(i)
CERTIFICATE OF INCORPORATION
OF
PATRIOT NATIONAL BANCORP, INC.
I. CORPORATE NAME. The name of the corporation is Patriot National
Bancorp, Inc. (hereinafter the "Corporation"). The principal office of the
Corporation shall be located in the City of Stamford, County of Fairfield and
State of Connecticut.
II. CAPITAL STOCK.
(a) The amount of the capital stock of the Corporation hereby
authorized is 5,333,333 shares of common stock, par value Two Dollars ($2.00)
per share.
(b) In all elections of directors, the number of votes each holder
of common stock may cast will be determined by multiplying the number of shares
he or she owns by the number of directors to be elected. Those votes may be
cumulated and cast for a single candidate or may be distributed among two or
more candidates in the manner selected by such holder of common stock. In all
other matters, each holder of a share of Common Stock shall be entitled to one
vote for each share held by such holder. Each share of Common Stock shall have
the same relative rights as and be identical in all respects with all other
shares of common stock.
(c) No shareholder of the Corporation shall by reason of his
holding shares of capital stock of the Corporation have any preemptive or
preferential rights to purchase or subscribe to any share of any class of stock
of the Corporation, now or hereafter to be authorized, or to any obligation
convertible into stock of the Corporation, issued or sold, nor any right of
subscription to any thereof other than such, if any, as the board of directors
(the "Board"), in its discretion may from time to time determine and at such
price as the Board may from time to time fix.
(d) If a holder of common stock is entitled to fractional shares
pursuant to preemptive rights, a stock dividend, consolidation or merger,
reverse stock split or otherwise, the Corporation may: (i) issue fractional
shares; or (ii) in lieu of the issuance of fractional shares, issue script or
warrants entitling the holder to receive a full share upon surrendering enough
script or warrants to equal a full share; (iii) if there is an established and
active market in the Corporation's stock, make reasonable arrangements to
provide the shareholder with an opportunity to realize a fair price through sale
of the fraction, or purchase of the additional fraction required for a full
share; (iv) remit the cash equivalent of the fraction to the shareholder; or (v)
sell full shares representing all the fractions at public auction or to the
highest bidder after having solicited and received sealed bids from at least
three licensed stock brokers and distribute the proceeds pro rata to shareholder
who otherwise would be entitled to the fractional shares. The holder of a
fractional share is
<PAGE>
2
entitled to exercise the rights for shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the Corporation upon
liquidation, in proportion to the fractional interest. The holder of script or
warrants is not entitled to any of these rights unless the script or warrants
explicitly provide for such rights. The script or warrants may be subject to
such additional conditions as: (y) that the script or warrants will become void
if not exchanged for full shares before a specified date; and (z) that the
shares for which the script or warrants are exchangeable may be sold at the
option of the Corporation and the proceeds paid to scriptholders.
(e) In the event at any time there is more than one class of
capital stock, all shares of voting stock shall be voted together as a class, on
any matters requiring shareholder approval. If a proposed amendment would affect
two or more classes in the same or a substantially similar, way, all the classes
or series so affected, must vote together as a single voting group on the
proposed amendment. In the event at any time there is more than one class of
capital stock, (i) shares of the same class may be issued as a dividend on a pro
rata basis and without consideration; and (ii) shares of another class may be
issued as a share dividend in respect of class of stock if approved by a
majority of the votes entitled to be cast by the class to be issued unless there
are no outstanding shares of the class to be issued. Unless otherwise provided
by the Board, the record date for determining shareholders entitled to a share
dividend shall be the date the Board authorizes the share dividend.
III. INITIAL REGISTERED OFFICE AND AGENT. The registered agent for the
Corporation shall be Fred A. DeCaro, Jr., having a business address of 900
Summer Street, Stamford, Connecticut, 06904 and a residence address of 4 Sun
Swept Drive, New Fairfield, Connecticut 06812.
IV. INCORPORATOR. The sole incorporator of the Corporation is Robert W.
Reeves, having a business address of c/o Cummings & Lockwood, 107 Elm Street,
Stamford, Connecticut 06904.
V. POWERS. The nature of the business to be transacted, and the
purposes to be promoted, carried out or engaged in by the Corporation are the
following activities:
(a) To acquire, invest in, or hold stock in any subsidiary,
where such act is permitted under the United States Bank
Holding Company Act of 1956, 12 U.S.C. 1841, et. seq., as
such statute may be amended from time to time, and to engage
in any other enterprise or activity which may be lawfully
conducted under said statute; and
<PAGE>
3
(b) To engage generally in any other business that may, in
accordance with the above-named statute, lawfully be
conducted and carried on by a Corporation organized under
the Connecticut Business Corporation Act.
VI. DIRECTOR LIABILITY. The personal liability to the Corporation or
its shareholders of a person who is or was a director of the Corporation for
monetary damages for breach of duty as a director shall be limited to the amount
of the compensation received by the director for serving the Corporation during
the year of the violation if such breach did not involve a knowing and culpable
violation of law by the director; enable the director or an associate, as
defined in Section 33-840 or any similar successor provision of the Connecticut
General Statutes, to receive an improper personal economic gain; show a lack of
good faith and a conscious disregard for the duty of the director to the
Corporation under circumstances in which the director was aware that his conduct
or omission created an unjustifiable risk of serious injury to the Corporation;
constitute a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the Corporation; or create liability under
Sections 33-757 or 36a-58 of the Connecticut General Statutes, as they may be
amended or replaced from time to time. This paragraph shall not limit or
preclude the liability of a person who is or was a director for any act or
omission occurring prior to the effective date hereof. Any lawful repeal or
modification of this paragraph or the adoption of any provision inconsistent
herewith by the Board and the shareholders of the Corporation shall not, with
respect to a person who is or was a director, adversely affect any limitation of
liability, right or protection existing at or prior to the effective date of
such repeal, modification or adoption of a provision inconsistent herewith.
VII. INDEMNIFICATION. The Corporation shall, to the fullest extent
permitted or required by Sections 33-770 through 33-778, inclusive, of the
Connecticut General Statutes, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Sections from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said Sections, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Notwithstanding the foregoing, in no event
shall any director, officer or employee be indemnified against expenses,
penalties or other payments incurred in an administrative proceeding or action
instituted by an appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Corporation. The personal liability of a director to the Corporation or its
shareholders for monetary damages for breach of duty as a director is limited to
an amount that is not greater than the compensation received by the
<PAGE>
4
director for serving the Corporation during the year of the violation if such
breach does not (a) involve a knowing and culpable violation of law by the
director; (b) enable the director or an associate, as defined in Section 33-840
or any similar successor provision of the Connecticut General Statutes, to
receive an improper personal economic gain; (c) show a lack of good faith and a
conscious disregard for the duty of the director to the Corporation under
circumstances in which the director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the Corporation; (d)
constitute a sustained and unexcused patter of inattention that amounts to an
abdication of the director's duty to the Corporation; or (e) create liability
under Section 33-757 of the Connecticut General Statutes. No amendment or repeal
of this Section VI, or the adoption of any provision inconsistent herewith,
shall eliminate or reduce the effect of this Section VI in respect of any matter
occurring, or any cause of action, suit or claim accruing or arising, prior to
such amendment, repeal or adoption of a provision inconsistent with this Section
VI.
VIII. DIRECTORS; BYLAWS. All the powers of the Corporation, insofar as
the same may be lawfully vested by this Certificate of Incorporation in the
Board, are hereby conferred upon the Board. In furtherance and not in limitation
of that power, the Board shall have the power to make, adopt, alter, amend and
repeal from time to time Bylaws of the Corporation ("Bylaws"), subject to the
right of the shareholders entitled to vote with respect thereto to adopt, alter,
amend and repeal Bylaws made by the Board.
The business, property and affairs of the Corporation shall be managed
by and under the direction of the Board. The number of directors shall be not
less than five (5) and not more than twenty-five (25) as fixed from time to time
by the Board pursuant to the Corporation's Bylaws.
The terms, classifications, qualifications, and election of the Board,
and the method of filling vacancies thereon shall be as provided herein and in
the Bylaws.
<PAGE>
5
The undersigned sole incorporator hereby declares, under the penalties of false
statement, that the statements made in the foregoing Certificate are true.
Dated at Stamford, Connecticut, this 16th day of June, 1999.
/s/ ROBERT W. REEVES
--------------------
Robert W. Reeves
Incorporator
I, FRED A. DeCARO, JR., hereby consent to my appointment as the
registered agent of the Corporation and agree to serve as such until duly
removed or replaced.
/s/ Fred A. DeCaro, Jr.
-----------------------
Fred A. DeCaro, Jr.
Registered Agent
EXHIBIT 3(ii)
Patriot National Bancorp, Inc. (the "Corporation")
--------------------------------------------------
By-Laws
-------
Article I.
MEETINGS OF SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the
shareholders to elect directors and transact whatever other business may
properly come before the meeting, shall be held at the main office of the
Corporation or such other place as the board of directors may designate, on the
third Thursday of May of each year, or if that date falls on a legal holiday in
the State of Connecticut, on the next following banking day, or on such other
date in the months of April, May or June of each year as the Board of Directors
may designate. Notice of the meeting shall be mailed, first-claim mail, postage
prepaid, at least 10 days and no more than 60 days prior to the date thereof,
addressed to each shareholder at his/her address appearing on the books of the
Corporation. If, for any cause, an election of directors is not made on that
date, or in the event of a legal holiday, on the next following banking day, an
election may be held on any subsequent day within 60 days of the date fixed, to
be designated by the board of directors, or, if the directors fail to fix the
date, by shareholders representing two thirds of the shares. In all cases at
least 10 days advance notice of the meeting shall be given to the shareholders
by first class mail.
SECTION 1.1.1. SPECIAL MEETINGS. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for any
purpose at any time by the board of directors or by any two (2) or more
shareholders owning, in the aggregate, not less than twenty (20%) percent of the
stock of the Corporation. Every such special meeting, unless otherwise provided
by law, shall be called by mailing, first-class mail, postage prepaid, not less
than 10 days nor more than 60 days prior to the date fixed for the meeting, to
each shareholder at the address appearing on the books of the Corporation a
notice stating the purpose of the meeting. A special meeting may be called by
shareholders or the board of directors to amend the articles of Corporation or
bylaws, whether or not such bylaws may be amended by the board in the absence of
shareholder approval.
SECTION 1.2. RECORD DATE. The board of directors may fix a record date
for determining shareholders entitled to notice and to vote at any meeting, in
reasonable proximity to the date of giving notice to the shareholders of such
meeting; provided that in no event may a record date be more than 70 days before
the meeting. The record date for determining shareholders entitled to demand a
special meeting is the date the first
<PAGE>
shareholder signs a demand for the meeting describing the purpose or purposes
for which it is to be held.
If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time
or place, if the new date, time or place is announced at the meeting before
adjournment, unless any additional items of business are to be considered, or
the Corporation becomes aware of an intervening event materially affecting any
matter to be voted on more than 10 days prior to the date to which the meeting
is adjourned. If a new record date for the adjourned meeting is fixed, however,
notice of the adjourned meeting must be given to persons who are shareholders as
of the new record date.
SECTION 1.3. NO WRITTEN CONSENT. Unless otherwise set forth herein, any
action requiring approval of shareholders must be effected at a duly called
annual or special meeting.
SECTION 1.4. NOMINATIONS OF DIRECTORS. Nominations for election to the
board of directors may be made by the board of directors or by any stockholder
of any outstanding class of capital stock of the Corporation entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the current directors of the Corporation, shall be made in writing and
shall be delivered or mailed to the president of the Corporation, not less than
14 days nor more than 50 days prior to any meeting of shareholders called for
the election of directors, provided, however, that if less than 21 days' notice
of the meeting is given to shareholders, such nomination shall be mailed or
delivered to the president of the Corporation not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known to the notifying shareholder:
(1) The name and address of each proposed nominee.
(2) The principal occupation of each proposed nominee.
(3) The total number of shares of capital stock of the Corporation that
will be voted for each proposed nominee.
(4) The name and residence address of the notifying shareholder.
(5) The number of shares of capital stock of the Corporation owned by
the notifying shareholder.
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<PAGE>
Nominations not made in accordance herewith may, in his/her discretion,
be disregarded by the chairperson of the meeting, and upon his/her instructions,
the vote tellers may disregard all votes cast for each such nominee.
SECTION 1.5. JUDGES OF ELECTION. Every election of directors shall be
managed by three judges, who shall be appointed from among the shareholders by
the board of directors. The judges of election shall hold and conduct the
election at which they are appointed to serve. After the election, they shall
file with the secretary of the Corporation a certificate signed by them,
certifying the result thereof and the names of the directors elected. The judges
of election, at the request of the chairperson of the meeting, shall act as
tellers of any other vote by ballot taken at such meeting, and shall certify the
result thereof.
SECTION 1.6. PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Corporation shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and filed with the records of the meeting. Proxies with rubber
stamped facsimile signatures may be used and unexecuted proxies may be counted
upon receipt of a confirming telegram from the shareholder. Proxies meeting the
above requirements submitted at any time during a meeting shall be accepted.
SECTION 1.7. QUORUM. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law, or by the shareholders or
directors pursuant to Section 8.2, but less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned, without
further notice. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the Certificate of Incorporation, or by the shareholders or
directors pursuant to Section 8.2.
Article II.
DIRECTORS
SECTION 2.1. BOARD OF DIRECTORS. The board of directors (board) shall
have the power to manage and administer the business and affairs of the
Corporation. Except as expressly limited by law, all corporate powers of the
Corporation shall be vested in and may be exercised by the board.
SECTION 2.2. NUMBER. The board shall consist of not less than five nor
more than twenty-five shareholders, the exact number within such minimum and
maximum
-3-
<PAGE>
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of a majority of the shareholders at any
meeting thereof.
SECTION 2.3. ORGANIZATION MEETING. The secretary, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the main office of the Corporation to organize the new board and elect
and appoint officers of the Corporation for the succeeding year. Such meeting
shall be held on the day of the election or as soon thereafter as practicable
and, in any event, within 30 days thereof. If, at the time fixed for such
meeting, there shall not be a quorum, the directors present may adjourn the
meeting, from time to time, until a quorum is obtained.
SECTION 2.4. REGULAR MEETINGS. The regular meetings of the board of
directors shall be held, without notice, on the third Tuesday of each month at
the main office or other such place as the board may designate. When any regular
meeting of the board falls upon a holiday, the meeting shall be held on the next
banking business day unless the board shall designate another day.
SECTION 2.5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by the of the Corporation, or at the request of two or
more directors. Each member of the board of directors shall be given notice
stating the time and place by telegram, letter, or in person, of each special
meeting.
SECTION 2.6. QUORUM. A majority of the director positions on the board
shall constitute a quorum at any meeting, except when otherwise provided by law,
or the bylaws, but a less number may adjourn any meeting, from time to time, and
the meeting may be held, as adjourned, without further notice. If the number of
directors is reduced below the number that would constitute a quorum, no
business may be transacted. except selecting directors to fill vacancies in
conformance with Section 2.7.
If a quorum is present, the board of directors may take action through
the vote of a majority of the directors who are in attendance.
SECTION 2.7. VACANCIES. When any vacancy occurs among the directors, a
majority of the remaining members of the board, according to the laws of the
United States, may appoint a director to fill such vacancy at any regular
meeting of the board, or at a special meeting called for that purpose at which a
quorum is present, or if the directors remaining in office constitute fewer than
a quorum of the board, by the affirmative vote of a majority of all the
directors remaining in office, or by shareholders at a special meeting called
for that purpose, in conformance with Section 1.2 of these by-laws. At any such
shareholder meeting, each shareholder entitled to vote shall have the right to
multiply the number of votes he or she is entitled to cast by the number of
vacancies being filled and
-4-
<PAGE>
cast the product for a single candidate or distribute the product among two or
more candidates.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
SECTION 2.8. RESIGNATION. A director may resign at any time by
delivering written notice to the board of directors, its chairperson or to the
Corporation, which resignation shall be effective when the notice is delivered
unless the notice specifies a later effective date.
SECTION 2.9. REMOVAL. A director may be removed by shareholders at a
meeting called to remove him or her, when notice of the meeting stating that the
purpose or one of the purposes is to remove him or her is provided, if there is
a failure to fulfill one of the affirmative requirements for qualification, or
for cause; provided, however, that a director may not be removed if the number
of votes sufficient to elect him or her under cumulative voting is voted against
his or her removal.
Article III.
COMMITTEES OF THE BOARD
The board of directors must formally ratify written policies authorized
by committees of the board before such policies become effective. Each committee
must have one or more member(s), who serve at the pleasure of the board of
directors. Provisions of the articles and bylaws governing place of meetings,
notice of meeting, quorum and voting requirements of the board of directors,
apply to committees and their members as well. The creation of a committee and
appointment of members to it must be approved by the board of directors.
SECTION 3.1. EXECUTIVE COMMITTEE. There shall be an executive committee
composed of the Chairperson of the board, the President and three other
directors, appointed by the board annually or more often. The executive
committee shall have the power and responsibility of monitoring the
implementation by management of policies established by the board, and to
exercise, when the board is not in session, all other powers of the board that
may lawfully be delegated, and shall review for approval any contracts with
third parties authorized by the board prior to execution thereof. The executive
committee shall keep minutes of its meetings, and such minutes shall be
submitted at the next regular meeting of the board of directors at which a
quorum is present, and any action taken by the board with respect thereto shall
be entered in the minutes of the board.
-5-
<PAGE>
SECTION 3.2. PERSONNEL COMMITTEE. There shall be a personnel committee
composed of four directors, appointed by the board annually or more often. The
duty of that committee shall be to review and recommend policies with respect to
(i) a comprehensive personnel policy, (ii) staffing requirements of the
Corporation, (iii) personnel compensation and benefits issues, and (iv)
performance review of certain identified officer positions. This committee shall
also review management's implementation of established policies and personnel
compliance issues. The personnel committee shall keep minutes of its meetings,
and such minutes shall be submitted at the next regular meeting of the board of
directors at which a quorum is present, and any action taken by the board with
respect thereto shall be entered in the minutes of the board.
SECTION 3.3. LOAN COMMITTEE. There shall be a loan committee composed
of the President and five other directors, appointed by the board annually or
more often. The loan committee shall have power to discount and purchase bills,
notes and other evidences of debt, to buy and sell bills of exchange, to
examine, review and approve loans and discounts, to exercise authority regarding
loans and discounts, and to exercise, when the board is not in session, all
other powers of the board regarding extensions of credit that may lawfully be
delegated. The loan committee shall keep minutes of its meetings, and such
minutes shall be submitted at the next regular meeting of the board of directors
at which a quorum is present, and any action taken by the board with respect
thereto shall be entered in the minutes of the board.
SECTION 3.4. ASSET & LIABILITY AND INVESTMENT COMMITTEE. There shall be
an asset & liability and investment committee composed of five directors,
appointed by the board annually or more often. The investment committee shall
have the power and responsibility to ensure adherence to the investment policy,
to recommend amendments thereto, to purchase and sell securities, to exercise
authority regarding investments and liquidity and to exercise, when the board is
not in session, all other powers of the board regarding investment securities
that may be lawfully delegated. The asset & liability and investment committee
shall keep minutes of its meetings, and such minutes shall be submitted at the
next regular meeting of the board of directors at which a quorum is present, and
any action taken by the board with respect thereto shall be entered in the
minutes of the board.
SECTION 3.5. AUDIT, CREDIT REVIEW AND COMPLIANCE COMMITTEE. There shall
be an audit, credit review and compliance committee composed of not less than
five directors, exclusive of any active officers, appointed by the board
annually or more often. The duty of that committee shall be to review and
recommend policies regarding internal audit and credit review, to establish and
implement regulatory policies, to monitor compliance with investment policies,
to examine at least once during each calendar year and within 15 months of the
last examination the affairs of the Corporation or cause suitable examinations
to be made by auditors responsible only to the board of directors and to report
the result of such examination in writing to the board at the next regular
meeting
-6-
<PAGE>
thereafter. Such report shall state whether the Corporation is in a sound
condition, and whether adequate internal controls and procedures are being
maintained and shall recommend to the board such changes in the manner of
conducting the affairs of the Corporation as shall be deemed advisable.
SECTION 3.5.1. OTHER COMMITTEES. The board of directors may appoint,
from time to time, from its own members, compensation, special litigation and
other committees of one or more persons, for such purposes and with such powers
as the board may determine.
However, a committee may not:
(1) Authorize distributions of assets or dividends.
(2) Approve action required to be approved by shareholders.
(3) Fill vacancies on the board of directors or any of its committees.
(4) Amend articles of Corporation.
(5) Adopt, amend or repeal bylaws.
(6) Authorize or approve issuance or sale or contract for sale of
shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares.
Article IV.
OFFICERS AND EMPLOYEES
SECTION 4.1. CHAIRPERSON OF THE BOARD. The board of directors shall
appoint one of its members to be the chairperson of the board to serve at its
pleasure. Such person shall preside at all meetings of the board of directors.
The chairperson of the board shall supervise the carrying out of the policies
adopted or approved by the board; shall have general executive powers, as well
as the specific powers conferred by these bylaws; and shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon, or assigned by the board of directors.
SECTION 4.2. PRESIDENT. The board of directors shall appoint one of its
members to be the president of the Corporation. In the absence of the
chairperson, the president shall preside at any meeting of the board. The
president shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice,
to the office of president, or imposed by these bylaws. The president shall also
have and may exercise such further powers and duties as from time to time may be
conferred, or assigned by the board of directors.
-7-
<PAGE>
SECTION 4.3. VICE PRESIDENTS. The board of directors may appoint one or
more vice presidents, and one or more senior or executive vice presidents, who
may also include a chief operating officer, a chief financial officer, a
treasurer, and/or a senior credit officer. Each vice president shall have such
powers and duties as may be assigned by the board of directors. One vice
president shall be designated by the board of directors, in the absence of the
president, to perform all the duties of the president.
SECTION 4.4. SECRETARY. The board of directors shall appoint a
secretary, cashier, or other designated officer who shall be secretary of the
board and of the Corporation, and shall keep accurate minutes of all meetings.
The secretary shall attend to the giving of all notices required by these
bylaws; shall be custodian of the corporate seal, records, documents and papers
of the Corporation; shall provide for the keeping of proper records of all
transactions of the Corporation; shall have and may exercise any and all other
powers and duties pertaining by law, regulation or practice, to the office of
cashier, or imposed by these bylaws; and shall also perform such other duties as
may be assigned from time to time, by the board of directors.
SECTION 4.5. OTHER OFFICERS. The board of directors may appoint one or
more assistant vice presidents, one or more trust officers, one or more
assistant secretaries, one or more assistant cashiers, one or more managers and
assistant managers of branches and such other officers and attorneys in fact as
from time to time may appear to the board of directors to be required or
desirable to transact the business of the Corporation. Such officers shall
respectively exercise such powers and perform such duties as pertain to their
several offices, or as may be conferred upon, or assigned to, them by the board
of directors, the chairperson of the board, or the president. The board of
directors may authorize an officer to appoint one or more officers or assistant
officers.
SECTION 4.6. TENURE OF OFFICE. The president and all other officers
shall hold office for the current year for which the board was elected, unless
they shall resign, become disqualified, or be removed; and any vacancy occurring
in the office of president shall be filled promptly by the board of directors.
SECTION 4.7. RESIGNATION. An officer may resign at any time by
delivering notice to the Corporation. A resignation is effective when the notice
is given unless the notice specifies a later effective date.
-8-
<PAGE>
Article V.
STOCK AND STOCK CERTIFICATES
SECTION 5.1. TRANSFERS. Shares of stock shall be transferable on the
books of the Corporation, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall in proportion to his or her shares, succeed to all rights of
the prior holder of such shares. The board of directors may impose conditions
upon the transfer of the stock reasonably calculated to simplify the work of the
Corporation with respect to stock transfers, voting at shareholder meetings, and
related makers and to protect it against fraudulent transfers.
SECTION 5.2. STOCK CERTIFICATES. Certificates of stock shall bear the
signature of the president (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the secretary, assistant
secretary, cashier, assistant cashier, or any other officer appointed by the
board of directors for that purpose, to be known as an authorized officer, and
the seal of the Corporation shall be engraved thereon. Each certificate shall
recite on its face that the stock represented thereby is transferable only upon
the books of the Corporation properly endorsed.
The board of directors may adopt or use procedures for replacing lost,
stolen, or destroyed stock certificates as permitted by law.
The Corporation may establish a procedure through which the beneficial
owner of shares that are registered in the name of a nominee may be recognized
by the Corporation as the shareholder. The procedure may set forth:
(1) The types of nominees to which it applies.
(2) The rights or privileges that the Corporation recognizes in a
beneficial owner.
(3) How the nominee may request the Corporation to recognize the
beneficial owner as the shareholder.
(4) The information that must be provided when the procedure is
selected.
(5) The period over which the Corporation will continue to recognize
the beneficial owner as the shareholder.
(6) Other aspects of the rights and duties created.
-9-
<PAGE>
Article VI.
CORPORATE SEAL
The president, the cashier, the secretary or any assistant cashier or
assistant secretary, or other officer thereunto designated by the board of
directors, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the following form:
( Impression )
( of )
( Seal )
Article VII.
MISCELLANEOUS PROVISIONS
SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation shall be
the calendar year.
SECTION 7.2. EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
on behalf of the Corporation by the chairperson of the board, or the president,
or any vice president, or the secretary, or the cashier in accordance with the
procedures and limitations established by the board. Any such instruments may
also be executed, acknowledged, verified, delivered or accepted on behalf of the
Corporation in such other manner and by such other officers as the board of
directors may from time to time direct. The provisions of this section 7.2 are
supplementary to any other provision of these bylaws.
SECTION 7.3. RECORDS. The articles of Corporation, the bylaws and the
proceedings of all meetings of the shareholders, the board of directors, and
standing committees of the board, shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by the
secretary, cashier or other officer appointed to act as secretary of the
meeting.
SECTION 7.4. GOVERNING LAW. The laws of the State of Connecticut shall
govern the Corporation's corporate governance procedures.
-10-
<PAGE>
Article VIII.
BYLAWS
SECTION 8.1. INSPECTION. A copy of the bylaws, with all amendments,
shall at all times be kept in a convenient place at the main office of the
Corporation, and shall be open for inspection to all shareholders during banking
hours.
SECTION 8.2. AMENDMENTS. The bylaws may be amended, altered or
repealed, at any regular meeting of the board of directors, by a vote of a
majority of the total number of the directors except as provided below. The
Corporation's shareholders may amend or repeal the bylaws even though the bylaws
also may be amended or repealed by its board of directors.
I, Robert W. Reeves, certify that: (1) I am the sole incorporator of
the Corporation; (2) the foregoing bylaws are the bylaws of the Corporation, and
all of them are now lawfully in force and effect.
I have hereunto affixed my official signature and the seal of the
Corporation, in the city of Stamford, Connecticut, on this 17th day of June,
1999.
/s/ ROBERT W. REEVES
--------------------------------
Robert W. Reeves, Incorporator
EXHIBIT 10(a)(1)
Warrant No. Warrant to Purchase Shares
--- ---
WARRANT
To Purchase Common Stock of
PATRIOT NATIONAL BANK
THIS CERTIFIES THAT, for value received , a resident of
---------------
, Connecticut, or his registered assigns, is entitled to purchase
- - ------------
from PATRIOT NATIONAL BANK, a national bank (the "Bank"), in whole or in part,
at a purchase price of $ per share, at any time from September ,
---------- ---
1999 up to and including September , 2004, shares of the Bank's Common
--- ----
Stock, $2.00 par value per share (the "Common Stock"), subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.
The number of shares of Common Stock purchasable and the price to be
paid for each share of Common Stock upon the exercise of this Warrant are
subject to adjustment as hereinafter set forth. The shares of Common Stock
deliverable upon exercise of this Warrant, as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the price to be paid
at any time for each share of Common Stock upon the exercise of this Warrant, as
adjusted from time to time, is hereinafter sometimes referred to as the "Warrant
Purchase Price."
This Warrant is subject to the following provisions, terms and
conditions:
1. EXERCISE OF WARRANT. The rights represented by this Warrant may be
exercised by the holder hereof, in whole or in part (but not as to a fractional
share of Common Stock), by (1) the delivery of this Warrant, together with a
properly completed Subscription Form in the form attached hereto, to the
principal office of the Bank at 900 Bedford Street, Stamford, Connecticut 06901
(or such other office or agency of the Bank as it may designate by notice in
writing to the holder hereof), and (2) payment to the Bank, by cash or by check,
of the Warrant Purchase Price for the shares of Common Stock being purchased.
The Bank agrees that the shares so purchased shall be deemed to be issued to the
holder hereof as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been delivered to the Bank and payment
made for such shares as aforesaid. Certificates for the shares so purchased
shall be delivered to the holder hereof within a reasonable time, not exceeding
15 business days, after the rights represented by this Warrant shall have been
so exercised, and, unless this Warrant has expired, a new Warrant representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall not then have been exercised, in all other respects identical with this
Warrant, shall also be issued and delivered to the holder hereof
<PAGE>
2
within such time, or, at the request of such holder, appropriate notation may be
made on this Warrant and the same returned to such holder.
2. SPECIAL AGREEMENTS OF THE BANK. The Bank covenants and agrees that:
a) CHARACTER OF WARRANT SHARES. All shares which may be issued upon
the exercise of the rights represented by this Warrant, upon issuance, will be
duly authorized, validly issued, fully paid and nonassesable (except as provided
in 12 U.S.C. Section 55) and free from all taxes, liens and charges with respect
to the issue thereof;
b) WILL RESERVE SHARES. During the period within which the rights
represented by this Warrant may be exercised, the Bank will have at all times
authorized, and reserved (free from preemptive rights) for the purpose of issue
or transfer upon exercise of the rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant and any other warrants, options or other securities
convertible into shares of Common Stock;
c) NO VIOLATIONS. The Bank will take all such action as may be
necessary to ensure that Warrant Shares may be so issued without violation of
any applicable law or regulation, or of any requirements of any securities
exchange upon which the Common Stock of the Bank may be listed; and
d) ACTIONS IN AVOIDANCE. The Bank will not, by amendment of its
Articles of Association or through any reorganization, transfer of assets,
consolidation, merger, issue or sale of securities or otherwise, avoid or take
any action which would have the effect of avoiding the observance or performance
of any of the terms to be observed or performed hereunder by the Bank, but will
at all times in good faith assist in carrying out all of the provisions of this
Warrant.
e) EXPENSES AND TAXES ON EXERCISE. The Bank shall pay all expenses,
taxes and other charges payable in connection with the preparation, execution
and delivery of stock certificates and new Warrants pursuant to paragraph 1
hereof, except that, in case such stock certificates or new Warrants shall be
registered in a name or names other than the name of the holder of this Warrant,
funds sufficient to pay all stock transfer taxes which shall be payable upon the
execution and delivery of such stock certificate or certificates or new Warrants
shall be paid by the holder hereof to the Bank at the time of delivering this
Warrant to the Bank upon exercise.
<PAGE>
3
3. ADJUSTMENTS TO WARRANT PURCHASE PRICE AND WARRANT SHARES.
a) STOCK SPLITS AND REVERSE SPLITS. In the event that the Bank shall
at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the Warrant Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
purchasable pursuant to this Warrant immediately prior to such subdivision shall
be proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock of the Bank shall at any time be combined into a smaller
number of shares, the Warrant Purchase Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced.
b) ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any
consolidation or merger of the Bank with or into another corporation, this
Warrant shall thereafter be convertible into the number of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock of the Bank deliverable upon exercise of such Warrant would have been
entitled upon such consolidation or merger; and, in any such case, appropriate
adjustment (as determined by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights and
interest thereafter of the holder of this Warrant, to the end that the
provisions set forth herein (including provisions with respect to changes in and
other adjustments of the Warrant Purchase Price and Warrant Shares) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of
this Warrant.
4. DISPUTES. In the event that there is any dispute as to the
computation of the Warrant Purchase Price or the number of Warrant Shares
required to be issued upon exercise of Warrants, the holders and the Bank will
retain an independent accounting firm to conduct at the expense of the Bank an
audit of the computations pursuant to the terms hereof involved in such dispute,
including the financial statements or other information upon which such
computations were based. The determination of such accounting firm shall, in the
absence of manifest error, be binding upon the holders of the Warrants and the
Bank.
5. EXCHANGE AND REPLACEMENT. This Warrant is exchangeable, upon the
surrender hereof by the holder hereof at the office of the Bank described in
paragraph 1, for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares which may be purchased
hereunder, each of such new Warrants to represent the right to purchase such
number of shares as shall be designated by such holder hereof at the time of
such surrender. Upon receipt of evidence satisfactory to the Bank of the loss,
theft, destruction or mutilation of this Warrant or any such new Warrants and,
in the case of any such loss, theft or destruction, an indemnity letter
(reasonably satisfactory to the Bank) of an institutional holder of this
<PAGE>
4
Warrant, or in other cases, of a bond of indemnity or other security
satisfactory to the Bank, or, in the case of any such mutilation, upon surrender
or cancellation of this Warrant or such new Warrants, the Bank will issue to the
holder hereof a new Warrant of like tenor and date, in lieu of this Warrant or
such new Warrants, representing the right to purchase the number of shares which
may be purchased hereunder.
6. ASSIGNABILITY. Subject to compliance with this paragraph 7, this
Warrant and all rights hereunder are transferable in whole or in part upon the
books of the Bank by the registered holder hereof in person or by duly
authorized attorney, and a new Warrant shall be made and delivered by the Bank,
of the same tenor and date as this Warrant but registered in the name of the
transferee, upon surrender of this Warrant, duly endorsed, to the office or
agency of the Bank, provided that each holder of this Warrant agrees that prior
to the disposition of this Warrant or any Warrant Shares or other securities
acquired as a result of exercise hereof or thereof, such holder will give
written notice to the Bank expressing such holder's intention to effect such
disposition and describing the manner thereof. All expenses, taxes (other than
stock transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this paragraph 6
shall be paid by the Bank.
7. TRANSFER BOOKS, NO RIGHTS AS STOCKHOLDERS, SURVIVAL OF RIGHTS. The
Bank will at no time close its transfer books against the transfer of this
Warrant or any Warrant Shares in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the holder hereof to
any voting rights or any rights as a stockholder of the Bank. The rights and
obligations of the Bank, of the holder of this Warrant (a "Warrant holder") and
of any holder of Warrant Shares issued upon exercise of this Warrant pursuant to
the terms of this Warrant shall survive the exercise of this Warrant.
8. GOVERNING LAW, AMENDMENTS AND WAIVERS; HEADINGS. The validity,
interpretation and performance of this Warrant and each of its terms and
provisions shall be governed by the laws of the State of Connecticut. No
provision of this Warrant may be changed, waived, discharged or terminated
except by an instrument in writing signed by the party against which enforcement
of the same is sought. The headings in this Warrant are for purposes of
reference only and shall not affect the meaning or construction of any of the
provisions hereof.
9. NOTICES. Any notice or other document required or permitted to be
given or delivered to Warrantholders shall be delivered at, or sent by certified
or registered mail to each Warrantholder at, the address shown on such holder's
Warrant or to such other address as shall have been furnished to the Bank in
writing by such Warrantholder. Any notice or other document required or
permitted to be given or delivered to the Bank shall be delivered at, or sent by
certified or registered mail to the
<PAGE>
5
principal office of the Bank specified in paragraph 1, Attention: President,
with copies to or such other address or addresses as shall have been furnished
to the Warrantholders.
10. SPECIAL CIRCUMSTANCES REQUIRING EXERCISE DECISION BY WARRANTHOLDER.
In the event that the Bank's capital falls below the minimum requirements
contained in applicable federal banking regulations or such higher requirement
as may be determined by the Office of the Comptroller of the Currency (the
"OCC") as authorized under such regulations, the OCC has the right to direct the
Bank to require the Warrantholder to exercise or forfeit this Warrant. In such
event, the Bank agrees to notify the Warrantholder within 45 days from the date
the OCC notifies the Bank, in writing, that the Warrantholder must exercise or
forfeit this Warrant. The Bank will then cancel this Warrant if it is not
exercised by the Warrantholder within 21 days of the Bank's notification to the
Warrantholder. The Bank has agreed to comply with any OCC request that the Bank
invoke its right to require the Warrantholder to exercise or forfeit this
Warrant under the circumstances stated above.
IN WITNESS WHEREOF, the Bank has caused this Warrant to be signed by
its duly authorized officer, duly attested by its authorized officer, and to be
dated as of , 1996.
--------------
PATRIOT NATIONAL BANK
BY:
----------------------------
Title:
Attest:
- - ----------------------
Secretary
<PAGE>
6
ASSIGNMENT
To Be Executed by The Registered Holder in Order
to Transfer the Within Warrant
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
----------------------------------
(Name)
----------------------------------
(Address)
the right to purchase shares of Common Stock, covered by the within Warrant,
---
as said shares were constituted at the date of said Warrant, and does hereby
irrevocably constitute and appoint Attorney to make
---------------------------
such transfer on the books of the Bank maintained for the purpose, with full
power of substitution.
Signature
----------------------------------
Dated, , 19
-------------- --
In the presence of
- - ----------------------------
NOTICE
The signature to the foregoing Assignment must correspond as to the
name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
7
FULL SUBSCRIPTION FORM
To Be Executed by The Registered Holder in Order
to Exercise in Full the Within Warrant
The undersigned hereby exercises the right to purchase the
-------
shares of Common Stock covered by the within Warrant at the date of this
subscription and herewith makes payment of the sum of $
------------------
representing the Warrant Purchase Price of $ per share in
---------------------
effect at this date. Certificates for such shares shall be issued in the name of
and delivered to the undersigned, unless otherwise specified in written
instructions, signed by the undersigned and accompanying this subscription.
Dated, , 19 .
------------ --
Signature
-------------------------
Address
---------------------------
----------------------------------
<PAGE>
8
PARTIAL SUBSCRIPTION FORM
To Be Executed by The Registered Holder in Order
to Exercise in Part Only the Within Warrant
The undersigned hereby exercises the right to purchase shares of
---
the total of shares of Common Stock covered by the within Warrant at the
----
date of this subscription and herewith makes payment of the sum of
$ representing the Warrant Purchase Price of $
----------------- -----------------
per share in effect at this date. Certificates for such shares and a new Warrant
of like tenor and date for the balance of the shares not subscribed for shall be
issued in the name of and delivered to the undersigned, unless otherwise
specified by written instructions, signed by the undersigned and accompanying
this subscriptions.
Dated, , 19 .
------------ --
Signature
-------------------------
Address
---------------------------
----------------------------------
EXHIBIT 10(a)(2)
Warrant No. Warrant to Purchase Shares
----- --------
WARRANT
To Purchase Common Stock of
PATRIOT NATIONAL BANK
THIS CERTIFIES THAT, for value received ,
-----------------------------
or his registered assigns, is entitled to purchase from PATRIOT NATIONAL BANK,
a national bank (the "Bank"), in whole or in part, at a purchase price of $14.00
per share, at any time from July 6, 1998 up to and including July 6, 2001,
shares of the Bank's Common Stock, $2.00 par value per share (the
- - -------
"Common Stock"), subject, however, to the provisions and upon the terms and
conditions hereinafter set forth.
The number of shares of Common Stock purchasable and the price to be
paid for each share of Common Stock upon the exercise of this Warrant are
subject to adjustment as hereinafter set forth. The shares of Common Stock
deliverable upon exercise of this Warrant, as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the price to be paid
at any time for each share of Common Stock upon the exercise of this Warrant, as
adjusted from time to time, is hereinafter sometimes referred to as the "Warrant
Purchase Price."
This Warrant is subject to the following provisions, terms and
conditions:
1. EXERCISE OF WARRANT. The rights represented by this Warrant may
be exercised by the holder hereof, in whole or in part (but not as to a
fractional share of Common Stock), by (1) the delivery of this Warrant, together
with a properly completed Subscription Form in the form attached hereto, to the
principal office of the Bank at 900 Bedford Street, Stamford, Connecticut 06901
(or such other office or agency of the Bank as it may designate by notice in
writing to the holder hereof), and (2) payment to the Bank, by cash or by check,
of the Warrant Purchase Price for the shares of Common Stock being purchased.
The Bank agrees that the shares so purchased shall be deemed to be issued to the
holder hereof as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been delivered to the Bank and payment
made for such shares as aforesaid. Certificates for the shares so purchased
shall be delivered to the holder hereof within a reasonable time, not exceeding
15 business days, after the rights represented by this Warrant shall have been
so exercised, and, unless this Warrant has expired, a new Warrant representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall not then have been exercised, in all other respects identical with this
Warrant, shall also be issued and delivered to the holder hereof
<PAGE>
2
within such time, or, at the request of such holder, appropriate notation may be
made on this Warrant and the same returned to such holder.
2. SPECIAL AGREEMENTS OF THE BANK. The Bank covenants and agrees
that:
a) CHARACTER OF WARRANT SHARES. All shares which may be issued
upon the exercise of the rights represented by this Warrant, upon issuance, will
be duly authorized, validly issued, fully paid and nonassesable (except as
provided in 12 U.S.C. Section 55) and free from all taxes, liens and charges
with respect to the issue thereof;
b) WILL RESERVE SHARES. During the period within which the
rights represented by this Warrant may be exercised, the Bank will have at all
times authorized, and reserved (free from preemptive rights) for the purpose of
issue or transfer upon exercise of the rights evidenced by this Warrant, a
sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant and any other warrants, options or other
securities convertible into shares of Common Stock;
c) NO VIOLATIONS. The Bank will take all such action as may be
necessary to ensure that Warrant Shares may be so issued without violation of
any applicable law or regulation, or of any requirements of any securities
exchange upon which the Common Stock of the Bank may be listed; and
d) ACTIONS IN AVOIDANCE. The Bank will not, by amendment of its
Articles of Association or through any reorganization, transfer of assets,
consolidation, merger, issue or sale of securities or otherwise, avoid or take
any action which would have the effect of avoiding the observance or performance
of any of the terms to be observed or performed hereunder by the Bank, but will
at all times in good faith assist in carrying out all of the provisions of this
Warrant.
e) EXPENSES AND TAXES ON EXERCISE. The Bank shall pay all
expenses, taxes and other charges payable in connection with the preparation,
execution and delivery of stock certificates and new Warrants pursuant to
paragraph 1 hereof, except that, in case such stock certificates or new Warrants
shall be registered in a name or names other than the name of the holder of this
Warrant, funds sufficient to pay all stock transfer taxes which shall be payable
upon the execution and delivery of such stock certificate or certificates or new
Warrants shall be paid by the holder hereof to the Bank at the time of
delivering this Warrant to the Bank upon exercise.
<PAGE>
3
3. ADJUSTMENTS TO WARRANT PURCHASE PRICE AND WARRANT SHARES.
a) STOCK SPLITS AND REVERSE SPLITS. In the event that the Bank
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Warrant Purchase Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant
Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common Stock of the Bank shall at any time be
combined into a smaller number of shares, the Warrant Purchase Price in effect
immediately prior to such combination shall be proportionately increased and the
number of Warrant Shares purchasable upon the exercise of this Warrant
immediately prior to such combination shall be proportionately reduced.
b) ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any
consolidation or merger of the Bank with or into another corporation, this
Warrant shall thereafter be convertible into the number of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock of the Bank deliverable upon exercise of such Warrant would have been
entitled upon such consolidation or merger; and, in any such case, appropriate
adjustment (as determined by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights and
interest thereafter of the holder of this Warrant, to the end that the
provisions set forth herein (including provisions with respect to changes in and
other adjustments of the Warrant Purchase Price and Warrant Shares) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of
this Warrant.
4. DISPUTES. In the event that there is any dispute as to the
computation of the Warrant Purchase Price or the number of Warrant Shares
required to be issued upon exercise of Warrants, the holders and the Bank will
retain an independent accounting firm to conduct at the expense of the Bank an
audit of the computations pursuant to the terms hereof involved in such dispute,
including the financial statements or other information upon which such
computations were based. The determination of such accounting firm shall, in the
absence of manifest error, be binding upon the holders of the Warrants and the
Bank.
5. EXCHANGE AND REPLACEMENT. This Warrant is exchangeable, upon the
surrender hereof by the holder hereof at the office of the Bank described in
paragraph 1, for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares which may be purchased
hereunder, each of such new Warrants to represent the right to purchase such
number of shares as shall be designated by such holder hereof at the time of
such surrender. Upon receipt of
<PAGE>
4
evidence satisfactory to the Bank of the loss, theft, destruction or mutilation
of this Warrant or any such new Warrants and, in the case of any such loss,
theft or destruction, an indemnity letter (reasonably satisfactory to the Bank)
of an institutional holder of this Warrant, or in other cases, of a bond of
indemnity or other security satisfactory to the Bank, or, in the case of any
such mutilation, upon surrender or cancellation of this Warrant or such new
Warrants, the Bank will issue to the holder hereof a new Warrant of like tenor
and date, in lieu of this Warrant or such new Warrants, representing the right
to purchase the number of shares which may be purchased hereunder.
6. ASSIGNABILITY. Subject to compliance with this paragraph 7, this
Warrant and all rights hereunder are transferable in whole or in part upon the
books of the Bank by the registered holder hereof in person or by duly
authorized attorney, and a new Warrant shall be made and delivered by the Bank,
of the same tenor and date as this Warrant but registered in the name of the
transferee, upon surrender of this Warrant, duly endorsed, to the office or
agency of the Bank, provided that each holder of this Warrant agrees that prior
to the disposition of this Warrant or any Warrant Shares or other securities
acquired as a result of exercise hereof or thereof, such holder will give
written notice to the Bank expressing such holder's intention to effect such
disposition and describing the manner thereof. All expenses, taxes (other than
stock transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this paragraph 6
shall be paid by the Bank.
7. TRANSFER BOOKS, NO RIGHTS AS STOCKHOLDERS, SURVIVAL OF RIGHTS.
The Bank will at no time close its transfer books against the transfer of this
Warrant or any Warrant Shares in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the holder hereof to
any voting rights or any rights as a stockholder of the Bank. The rights and
obligations of the Bank, of the holder of this Warrant (a "Warrant holder") and
of any holder of Warrant Shares issued upon exercise of this Warrant pursuant to
the terms of this Warrant shall survive the exercise of this Warrant.
8. GOVERNING LAW, AMENDMENTS AND WAIVERS; HEADINGS. The validity,
interpretation and performance of this Warrant and each of its terms and
provisions shall be governed by the laws of the State of Connecticut. No
provision of this Warrant may be changed, waived, discharged or terminated
except by an instrument in writing signed by the party against which enforcement
of the same is sought. The headings in this Warrant are for purposes of
reference only and shall not affect the meaning or construction of any of the
provisions hereof.
9. NOTICES. Any notice or other document required or permitted to
be given or delivered to Warrantholders shall be delivered at, or sent by
certified or registered mail to each Warrantholder at, the address shown on such
holder's Warrant or to
<PAGE>
5
such other address as shall have been furnished to the Bank in writing by such
Warrantholder. Any notice or other document required or permitted to be given or
delivered to the Bank shall be delivered at, or sent by certified or registered
mail to the principal office of the Bank specified in paragraph 1, Attention:
President, with copies to or such other address or addresses as shall have been
furnished to the Warrantholders.
10. SPECIAL CIRCUMSTANCES REQUIRING EXERCISE DECISION BY
WARRANTHOLDER. In the event that the Bank's capital falls below the minimum
requirements contained in applicable federal banking regulations or such higher
requirement as may be determined by the Office of the Comptroller of the
Currency (the "OCC") as authorized under such regulations, the OCC has the right
to direct the Bank to require the Warrantholder to exercise or forfeit this
Warrant. In such event, the Bank agrees to notify the Warrantholder within 45
days from the date the OCC notifies the Bank, in writing, that the Warrantholder
must exercise or forfeit this Warrant. The Bank will then cancel this Warrant if
it is not exercised by the Warrantholder within 21 days of the Bank's
notification to the Warrantholder. The Bank has agreed to comply with any OCC
request that the Bank invoke its right to require the Warrantholder to exercise
or forfeit this Warrant under the circumstances stated above.
IN WITNESS WHEREOF, the Bank has caused this Warrant to be signed by
its duly authorized officer, duly attested by its authorized officer, and to be
dated as of July 6, 1998.
PATRIOT NATIONAL BANK
BY:
-------------------------
Title:
Attest:
- - ----------------------
Secretary
<PAGE>
6
ASSIGNMENT
To Be Executed by The Registered Holder in Order
to Transfer the Within Warrant
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
-------------------------------------
(Name)
-------------------------------------
(Address)
the right to purchase shares of Common Stock, covered by the within Warrant,
---
as said shares were constituted at the date of said Warrant, and does hereby
irrevocably constitute and appoint Attorney to make
---------------------------
such transfer on the books of the Bank maintained for the purpose, with full
power of substitution.
Signature
-------------------------------------
Dated, , 19
-------------- --
In the presence of
- - ----------------------------
NOTICE
The signature to the foregoing Assignment must correspond as to the
name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
7
FULL SUBSCRIPTION FORM
To Be Executed by The Registered Holder in Order
to Exercise in Full the Within Warrant
The undersigned hereby exercises the right to purchase the
-------
shares of Common Stock covered by the within Warrant at the date of this
subscription and herewith makes payment of the sum of $
------------------
representing the Warrant Purchase Price of $ per share in
--------------------
effect at this date. Certificates for such shares shall be issued in the name of
and delivered to the undersigned, unless otherwise specified in written
instructions, signed by the undersigned and accompanying this subscription.
Dated, , 19 .
------------ --
Signature
----------------------------
Address
------------------------------
-------------------------------------
<PAGE>
8
PARTIAL SUBSCRIPTION FORM
To Be Executed by The Registered Holder in Order
to Exercise in Part Only the Within Warrant
The undersigned hereby exercises the right to purchase
---
shares of the total of shares of Common Stock covered by the within Warrant
----
at the date of this subscription and herewith makes payment of the sum of
$ representing the Warrant Purchase Price of $
----------------- -----------------
per share in effect at this date. Certificates for such shares and a new Warrant
of like tenor and date for the balance of the shares not subscribed for shall be
issued in the name of and delivered to the undersigned, unless otherwise
specified by written instructions, signed by the undersigned and accompanying
this subscriptions.
Dated, , 19 .
------------ --
Signature
----------------------------
Address
------------------------------
-------------------------------------
EXHIBIT 10.(a)(3)
THIS LEASE, made the 1st day of February, 1995, between 999 Bedford
Street Corporation, hereinafter called the Landlord, and Patriot National Bank,
having its principal office located at 900 Bedford Street, Stamford, Connecticut
06901, hereinafter called the Tenant.
WITNESSETH: That the Landlord has leased, and does hereby lease to the
said Tenant, the certain parking area located at 47-49 Hoyt Street, Stamford,
Connecticut together which property is to be used in common with other tenants
of the Landlord of the rear parking facilities owned by the Landlord, for the
term of Ten (10) Years to commence from the 1st day of February, 1995, and to
end on the 31st day of January, 2005, for the annual rent of $18,000.00 payable
in equal monthly payments in advance of $1,500.00 each for the term of this
lease due and payable on the first (1st) day of each month. It is further agreed
that any such rental payment not received by the Landlord on or before the tenth
(10th) day of any month shall bear a late charge of 5% of the amount then due.
Rental payments shall be mailed to the Landlord at 900 Bedford Street, Stamford,
CT 06901, or as subsequently directed in writing by the Landlord.
Said premises are to be used and occupied for a parking lot for the
tenant, upon the conditions and covenants following:
1. The LANDLORD covenants with the said Tenant that Landlord has good
right to lease the premises in manner aforesaid, and that the Landlord will
suffer and permit said Tenant (Tenant keeping all the covenants on Tenant's
part, as hereinafter contained) to occupy, possess and enjoy said premises
during the term aforesaid, without
<PAGE>
2
hindrance or molestation from Landlord or any person claiming by, from or under
Landlord.
2. The TENANT covenants with the said Landlord to hire said premises
and to pay the rent therefore as aforesaid, that Tenant will commit no waste,
nor suffer the same to be committed thereon, nor injure nor misuse the same; and
also that Tenant will not assign this lease nor underlet a part or the whole of
said leased premises, nor use the same for any purpose but that hereinbefore
authorized, without written permission from said Landlord but will deliver up
the same at the expiration or sooner determination of the tenancy in as good
condition as they are now in, ordinary wear, damages by the elements or other
unavoidable casualties excepted.
3. Tenant agrees that the said Landlord and the Landlord's agents and
other representatives shall have the right to enter into and upon said premises,
or any part thereof, at all reasonable hours for the purpose of examining the
same, or making such repairs or alterations therein as may be necessary for the
safety and preservation thereof. The Tenant agrees to permit the Landlord or the
Landlord's agents to show the premises to persons wishing to lease or purchase
the same; and the Tenant further agrees that on and after the fourth month, next
preceding the expiration of the term hereby granted, the Landlord or the
Landlord's agents shall have the right to place notices on the front of said
premises, or any part thereof, offering the premises "To Let" or "For Sale," and
the Tenant hereby agrees to permit the same to remain thereon without hindrance
or molestation.
<PAGE>
3
4. TENANT shall have the obligation, as a term of this agreement, to
construct and maintain the parking lot to service the demised premises, at its
sole cost and expense.
5. PROVIDED, HOWEVER, and it is further agreed that if the said rent
shall remain unpaid for 10 days after the same shall become due and payable as
aforesaid, or if the said Tenant shall assign this Lease, or underlet or
otherwise dispose of the whole or any part of said demised premises, or use the
same for any purpose but that hereinbefore authorized or make any alteration
therein, without the consent of the Landlord in writing, or shall commit waste
or suffer the same to be committed on said premises, or injure or misuse the
same, or if the Tenant shall file a petition in bankruptcy or be adjudicated a
bankruptcy or make an assignment for the benefit of creditors, or take advantage
of any insolvency act, then this Lease shall thereupon, by virtue of this
express stipulation therein, expire and terminate, and the Landlord may at any
time thereafter, re-enter said premises, and the same have and possess as of
Landlord's former estate, and without such re-entry, may recover possession
thereof in the manner prescribed by the statute relating to summary process; it
being understood that no demand for rent, and no re-entry for condition broken,
as at common law, shall be necessary to enable the Landlord to recover such
possession pursuant to said statute relating to summary process, but that all
right to any such demand, or any such re-entry is hereby expressly waived by the
said Tenant.
6. AND IT IS FURTHER AGREED that after default made in any of the
covenants herein contained, the acceptance of rent or failure to re-enter by the
Landlord shall not be held to be a waiver of the Landlord's right to terminate
the lease, and the
<PAGE>
4
Landlord may re-enter and take possession of said premises the same as if no
rent had been accepted after such default.
7. AND IT IS FURTHER AGREED between the parties hereto, that whenever
this Lease shall terminate either by lapse of time or by virtue of any of the
express stipulations therein, the said Tenant hereby waives all right to any
notice to quit possession, as prescribed by the statute relating to summary
process.
8. AND IT IS FURTHER AGREED that in case said Tenant shall, with the
written consent of the said landlord endorsed hereon, or on the duplicate
hereof, at any time hold over the said premises, beyond the period above
specified as the termination of this Lease, then the said Tenant shall hold said
premises upon the same terms, and under the same stipulations and agreements as
are in this Lease contained, and no holding over by said Tenant shall operate to
renew this Lease without such written consent of said Landlord.
9. PROVIDED that the Tenant is not in default of the terms and
conditions of this Lease, the Tenant shall have the right to renew this Lease
for a period of five (5) years at the same terms and conditions, except that the
rental amount shall be increased each year by an amount equal to 10% of the
previous year's rental for each of said five (5) years; and further provided
that the Tenant gives notice in writing to the Landlord of the exercise of his
intention to negotiate a renewal no later than One Hundred Eighty (180) days
prior to the termination of this Lease. In the event the property, of which the
demised premises are a part, is sold or conveyed, this paragraph providing the
Tenant an opportunity to renew, shall be of no force and effect.
<PAGE>
5
10. AND IT IS FURTHER AGREED between the parties hereto, that the
Tenant shall comply with, and conform to all the Laws of the State of
Connecticut, and the by-laws, rules and regulations of the Town within which the
premises hereby leased are situated, relating to Health, Nuisance, Fire,
Highways and Sidewalks, so far as the premises hereby leased are, or may be
concerned; and to save the Landlord harmless from all fines, penalties and costs
for violation of or non-compliance with the same, and that said premises shall
be at all times open to the inspection of said Landlord and Landlord's agents,
to applicants for purchase or lease, and for necessary repairs. The Tenant
further agrees to keep the sidewalks fronting the leased premises and the said
parking area in neat order and condition, and free from obstructions and from
snow and ice, as required by local ordinances, rules and regulations.
11. AND IT IS FURTHER AGREED that the said Tenant shall pay all costs
and expenses, including Landlord's reasonable attorney's fees, incurred by
Landlord to collect unpaid rent, and/or upon any claim for damages suffered by
Landlord by the breach of any covenant or term hereof and/or upon the
enforcement of any of the terms or covenants hereof.
12. AND IT IS FURTHER AGREED and covenanted by the Landlord that the
Tenant will be responsible for normal maintenance and cleaning of the leased
area, and that no unreasonable accumulation of boxes, barrels, packages, waste
paper, or other articles shall be permitted in or upon the premises.
13. AND IT IS FURTHER AGREED Tenant shall have the right to place a
sign identifying the Tenant's occupancy. The Tenant shall obtain proper
municipal approval, if required, at its own cost.
<PAGE>
6
14. AND IT IS FURTHER AGREED that no broker was involved in this
transaction. Tenant states that no broker, real estate salesman or agent, or any
other party has discussed, shown or in any other way suggested, recommended or
shown the subject Premises to this Tenant. Tenant further states that no broker,
real estate agent or salesman has or has had an exclusive position either
spoken, written or implied, with this Tenant in his search for new office space,
and in the event any broker or agent makes a claim, the Tenant will save the
Landlord harmless from liability thereof, including all costs to defend an
action including reasonable attorney's fees.
15. AND IT IS FURTHER AGREED that the Tenant shall at all times keep in
force and pay premiums on policies of insurance protecting the Landlord and the
tenant against liability on account of death or personal injuries in connection
with the demised Premises. Said policy or policies or certificate of insurance
shall be delivered to and kept by the Landlord and may also cover the liability
of the Tenant. Said insurance shall be in amounts of not less than One Million
($1,000,000.00) Dollars for injury to one person and One Million ($1,000,000.00)
Dollars for injury to more than one person. Also Fifty Thousand ($50,000.00)
Dollars property damage liability insurance shall be kept in effect. If the
Tenant fails to furnish such insurance, the Landlord may effect the same and the
amount of insurance paid for such insurance shall be due and payable from the
Tenant as additional rent and may be added to any rent becoming due thereafter
and collectible with the same rights and remedies attaching in favor of the
Landlord as nonpayment of rent.
16. AND IT IS FURTHER AGREED that this Lease and the Tenant's interest
hereunder shall be subordinate to any mortgage or collateral assignment of
leases and
<PAGE>
7
rentals affecting the premises described in the Lease, granted to any mortgage
holder now or anytime in the future to secure any obligations of the Landlord to
any such mortgage holder. Upon request of any such mortgage holder, the Tenant
agrees to promptly execute and deliver any and all documents subordinating the
Tenant's rights under the Lease as aforesaid.
17. AND IT IS FURTHER AGREED that any improvements made by the Tenant
shall remain with the premises upon the termination of the tenancy and shall
become the property of the Landlord.
18. AND IT IS FURTHER AGREED TENANT shall have the option to construct
a drive through Teller facility at the demised premises and a new rental
agreement will be agreed upon by the parties, for a term consistent with the
Landlords lease at 900 Bedford Street, Stamford, Connecticut.
19. AND IT IS FURTHER UNDERSTOOD AND AGREED between the parties hereto
that the Tenant has inspected the leased premises, and that the Landlord has
made no representations upon which Tenant relies which are not embodied in this
Lease, and that the premises described in this Lease are leased in their present
condition.
THE COVENANTS AND AGREEMENTS herein contained shall be binding upon and
enure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns. Wheresoever used herein, the
singular shall include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, and to a duplicate of the same tenor, the day and year first above
written.
<PAGE>
8
Signed, Sealed and Delivered
in the presence of
THE LANDLORD
- - --------------------------- -------------------------------
- - --------------------------- -------------------------------
THE TENANT
- - --------------------------- -------------------------------
- - --------------------------- -------------------------------
STATE OF )
) ss:
COUNTY OF )
On this day of February, 1995, before me, the undersigned
-----
officer, personally appeared, Fred DeCaro, President of 999 Bedford Street
Corp., known to me to be the person whose name is subscribed to the within
instrument and acknowledged that he, being duly authorized, executed the same
for the purposes therein contained.
IN WITNESS WHEREOF I hereunto set my hand.
---------------------------
Notary Public
STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
On this day of February, 1995, before me, the undersigned
-----
officer, personally appeared, Philip Wolford, President of Patriot National
Bank, known to me to be the person whose name is subscribed to the within
instrument and acknowledged that he, being duly authorized, executed the same
for the purposes therein contained.
IN WITNESS WHEREOF I hereunto set my hand.
---------------------------
Notary Public
EXHIBIT 10(c)
Patriot National Bank
1999 Stock Option Plan
PATRIOT NATIONAL BANK, a bank organized and existing under the laws of
the United States of America (the "Bank"), has adopted its 1999 Stock Option
Plan (this "Plan") with the intention of promoting the interests of the Bank and
the shareholders of the Bank by providing officers and other employees of the
Bank (including directors who are also employees of the Bank) and of its
Subsidiaries with appropriate incentives and rewards to encourage them to enter
into or continue in the employ of the Bank and by providing options to certain
of its current directors who, without compensation, provided valuable assistance
to the Bank in connection with its organization and initial operation which
would allow such officers, employees and directors to acquire a proprietary
interest in the long-term success of the Bank, thereby aligning their interest
more closely to the interest of shareholders generally.
I. PURPOSES OF THE PLAN
The purposes of this Plan are as follows:
1.1. To provide an additional incentive for the officers and key
employees of the Bank and it Subsidiaries to further the growth, development and
financial success of the Bank by personally benefiting through the ownership of
capital stock of the Bank;
1.2. To enable the Bank to obtain and retain the services of officers
and key employees of the Bank and its Subsidiaries considered essential to the
long-range success of the Bank by offering them an opportunity to own shares of
the Bank's capital stock which will reflect such growth, development and
financial success; and
1.3. To provide a benefit to those of its current directors who,
without compensation, rendered valuable services to the Bank in connection with
its organization and initial operation by offering them an opportunity to
acquire shares of the Bank's capital stock which will reflect the growth,
development and financial success of the Bank.
II. DEFINITIONS; RULES OF CONSTRUCTION
2.1. DEFINITIONS. The terms defined in this Article shall have the
following meanings for purposes of this Plan:
(a) "Bank" shall mean Patriot National Bank, a bank organized and
existing under the laws of the United States of America.
(b) "Board of Directors" shall mean the Board of Directors of the
Bank.
<PAGE>
2
(c) "Internal Revenue Code" shall mean the Internal Revenue Code
of 1986, as amended.
(d) "Change in Control" means:
(i) a change in control of the direction and administration
of the Bank's business of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule
or regulation) promulgated under the Exchange Act, whether or not the Bank is
then subject to such reporting requirements;
(ii) any person (as such term is used in Sections 14(d) and
14(d)(2) of the Exchange Act but excluding any employee benefit plan of the
Bank) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank representing
50% or more of the combined voting power of the Bank's outstanding securities
then entitled ordinarily (and apart from rights accruing under special
circumstances) to vote for the election of directors;
(iii) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the Board of
Directors or any individuals who would be Continuing Directors cease for any
reason to constitute at least a majority thereof;
(iv) the Board of Directors shall approve a sale of all or
substantially all of the assets of the Bank; or
(v) the Board of Directors shall approve any merger,
consolidation or like business combination or reorganization of the Bank, the
consummation of which would result in the occurrence of any event described in
clause (ii) or (iii) above;
provided, however, that none of the foregoing events shall constitute a Change
in Control if such event occurs as a result of an agreement or transaction
approved by the Continuing Directors, either before or after the occurrence of
such event, and the Continuing Directors in approving such agreement or
transaction determine that it is not in the best interest of the Bank for such
agreement or transaction to constitute a Change in Control for purposes of this
Plan; provided, further, that, if the reorganization of the Bank into a holding
company structure by becoming a wholly owned subsidiary of Patriot National
Bancorp, Inc., a Connecticut corporation, is approved at the 1999 Annual Meeting
of Shareholders of the Bank and becomes effective, neither such approval nor
such effectiveness shall constitute a Change in Control.
(e) "Committee" shall mean the Personnel Committee of the Board
of Directors or such other committee of the Board of Directors designates to
allocate among Participants Options which may be granted pursuant to Article IV.
hereof.
(f) "Common Stock" shall mean the Common Stock, par value $2.00
per share, of the Bank.
<PAGE>
3
(g) "Continuing Directors" means each director of the Bank
elected at the 1999 Annual Meeting of Shareholders of the Bank and any successor
to any such director and any additional director who (i) after the 1999 Annual
Meeting of Shareholders of the Bank was nominated or selected by a majority of
the Continuing Directors in office at the time of his or her nomination or
selection and (ii) at the time of his or her nomination or selection is not an
"affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act)
of any person who is the beneficial owner, directly or indirectly, of securities
representing 25% or more of the combined voting power of the Bank's outstanding
securities then entitled ordinarily to vote for the election of directors.
(h) "Disability" shall mean: (i) any physical or mental condition
that would qualify a Participant for a disability benefit under any long-term
disability plan maintained by the Bank or a Subsidiary of the Bank and
applicable to such Participant or (ii) when used in connection with the exercise
of an Incentive Stock Option following termination of employment, disability
within the meaning of Section 22(e)(3) of the Internal Revenue Code.
(i) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(j) "Fair Market Value" shall mean the average closing price per
share of the Common Stock for the 20 trading days ending of the fifth trading
day immediately preceding the applicable date as reported on the composite tape
of the principal national stock exchange on which the Common Stock is then
listed or, if the Common Stock is not listed on any national stock exchange, the
closing price per share of Common Stock as reported on The NASDAQ Stock Market,
Inc., or, if the Common Stock is not listed on any national stock exchange or
quoted on The NASDAQ Stock Market, Inc., such other reporting system as shall be
selected by the Board of Directors; provided, however, that for purposes of
fixing the exercise price of any Incentive Stock Option, "Fair Market Value"
shall be the greater of the amount determined a provided above or the closing
price per share on the trading day immediately preceding the applicable date. If
the Common Stock is not publicly traded, the Board of Directors shall determine
the Fair Market Value using criteria as it shall determine, in its sole
discretion, to be appropriate for the valuation.
(k) "For Cause" shall mean (i) the continued failure by the
Participant substantially to perform his or her duties as a director, officer or
employee of the Bank (other than any such failure resulting from his or her
incapacity due to physical or mental illness) or (ii) the engaging by the
Participant in conduct which is materially injurious to the Bank, monetarily or
otherwise, in either case as determined by the Board of Directors.
(l) "Incentive Stock Option" shall mean an Option that is an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code.
<PAGE>
4
(m) "Option" shall mean an option granted to a Participant
pursuant to this Plan.
(n) "Option Agreement" shall mean any agreement between the Bank
and a Participant evidencing an Option.
(o) "Non-Qualified Stock Option" shall mean an Option that is not
an Incentive Stock Option.
(p) "Participant" shall mean any director, officer or employee of
the Bank or any Subsidiary who is granted an option pursuant to this Plan which
remains outstanding.
(q) "Plan" shall mean this 1999 Stock Option Plan, as amended
from time to time.
(r) "QDRO" shall mean a qualified domestic relations order as
defined in Section 414(p) of the Internal Revenue Code or Title I, Section
206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended (to
the same extent as if this Plan were subject thereto), or the applicable rules
thereunder.
(s) "Rule 16(b)-3" shall mean Rule 16b-3 under Section 16 of the
Exchange Act, as amended from time to time.
(t) "Subsidiary" shall mean a "subsidiary corporation" within the
meaning Section 414(f) of the Internal Revenue Code.
(u) "10% Shareholder" shall mean any person who, at the time an
Option is granted, owns shares of the Bank or any Subsidiary or parent
corporation of the Bank which possess more than 10% of the total combined voting
power of all classes of shares of the Bank or of any Subsidiary or parent
corporation of the Bank.
2.2. RULES OF CONSTRUCTION. For purposes of this Plan and any Option
Agreement, unless otherwise expressly provided or the context otherwise
requires, the terms defined in this Plan include the plural and the singular,
and pronouns of either gender or neutral shall include, as appropriate, the
other pronoun forms.
III. COMMON STOCK AVAILABLE UNDER THIS PLAN
3.1. AGGREGATE SHARE LIMIT. The maximum number of shares of Common
Stock that may be issued under this Plan is 130,000, subject to adjustment as
provided in Article VII.
3.2. AVAILABILITY OF SHARES UPON TERMINATION OF OPTIONS. If any Option
or portion of an Option expires or otherwise terminates without having been
exercised, the number of shares of Common Stock as to which such Option expires
or otherwise terminates shall again become available for purposes of this Plan.
<PAGE>
5
3.3. TREASURY SHARES; NO FRACTIONAL SHARES. The Common Stock which may
be delivered upon exercise of an Option may be treasury or authorized but
unissued shares of Common Stock or Common Stock acquired, subsequently or in
anticipation of a transaction under this Plan, in the open market or in
privately negotiated transactions to satisfy the requirements of this Plan. No
fractional shares shall be issued. The Board of Directors shall determine
whether cash or other property shall be issued or paid in lieu of such
fractional shares of whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.
3.4. EXERCISE PRICE; WITHHOLDING. The exercise price for the Common
Stock issuable upon exercise of an Option and any withholding obligation under
applicable tax laws shall be paid in cash or any combination of (i) cash, (ii) a
check payable to the order of the Bank, (iii) the delivery of Common Stock
having a Fair Market Value equivalent to the applicable exercise price and
withholding obligation, (iv) a reduction in the amount of Common Stock otherwise
deliverable pursuant to such Option, (v) by notice and third party payment in
such manner as may be authorized by the Board of Directors. In the case of a
payment by the means described in clause (iii) or (iv) above, the value of the
Common Stock so delivered or offset shall be determined by reference to the fair
market value of the Common Stock on the date as of which the payment or offset
is made.
3.5. CASHLESS EXERCISE. The Board of Directors may permit the exercise
of an Option and the payment of any applicable withholding tax in respect of an
Option by delivery of written notice, subject to the Bank's receipt of a third
party payment in full in cash for the exercise price and the applicable
withholding prior to issuance of Common Stock, in the manner and subject to the
procedures as may be established by the Board of Directors.
3.6. TRANSFER OF COMMON STOCK TO A PARTICIPANT. As soon as practicable
after receipt by the Bank of payment for Common Stock with respect to which an
Option or portion thereof is exercised by a Participant, the Bank shall issue or
transfer to the Participant the number of shares of Common Stock as to which
such Option has been exercised.
IV. GRANT OF OPTIONS TO EMPLOYEES
4.1. ELIGIBILITY. Except as otherwise provided with respect to grants
of Options pursuant to Article V. of this Plan, the Board of Directors may grant
Options, in such amounts and with such terms and conditions as the Board of
Directors may determine, subject to the provisions of the Plan. The persons who
shall be eligible to receive Options under this Article IV. shall be employees
of the Bank or its Subsidiaries (including officers of the Bank or its
Subsidiaries, whether or not they are directors of the Bank or its Subsidiaries)
as the Board of Directors or the Committee may select from time to time.
Directors who are not employees or officers of the Bank shall not be eligible to
receive Options under this Plan except as otherwise provided in Article V. of
this Plan. Each Option granted pursuant to this Article IV. shall be clearly
identified in the applicable Option Agreement as either an Incentive Option or a
Non-Qualified Stock Option.
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6
4.2. ALLOCATION OF OPTIONS. The Board of Directors may grant Options
under this Article IV. subject to the attainment of such performance goals as
the Board of Directors may establish and may delegate to the Committee the
authority to allocate the Options so granted to such employees and covering such
number of shares of Common Stock as the Committee shall determine, the date that
the Committee determines that such performance goals are met being the date of
the grant of such Options.
4.3. EXERCISE PRICE. Each Option Agreement with respect to an Option
shall set forth the amount per share (the "option exercise price") payable by
the Participant to the Bank upon exercise the Option. The option exercise price
per share shall be determined by the Board of Directors but shall in no event be
less than the Fair Market Value of a share of Common Stock on the date the
Option is granted; provided, however, that the option exercise price for any
Incentive Stock Option granted to a 10% Shareholder may not be less than 110% of
the Fair Market Value on the date of grant.
4.4. EXERCISABILITY AND TERM OF OPTIONS.
(a) An Option shall become exercisable as to one-third of the
shares covered by it on the date of grant and on each of the first and second
anniversaries, respectively, of the date of grant of the Option unless a
different period is provided by the Board of Directors at the time of grant
thereof.
(b) The term of each Option shall be a period of ten years from
the date of grant unless otherwise provided by the Board of Directors at the
time of grant thereof; provided, however, that the term of any Incentive Stock
Option granted to a 10% Shareholder shall be a period of five years from the
date of grant unless a shorter period is provided by the Board of Directors at
the time of grant thereof.
4.5. ACCELERATION OF EXERCISABILITY UPON A CHANGE IN CONTROL. In the
event of a Change in Control of the Bank, all then outstanding Options shall
immediately become exercisable in full. The Board of Directors, in its
discretion, may determine that, upon the occurrence of a transaction described
in clauses (i) through (v) of the definition of "Change in Control," each Option
outstanding under this Plan shall terminate within a specified number of days
after notice to the Participant, and such Participant shall receive, with
respect to each share subject to such Option, cash in an amount equal to the
excess of the Fair Market Value of such share immediately prior to the
occurrence of such transaction over the option exercise price per share of such
Option. The provisions contained in the preceding sentence shall be inapplicable
to an Option granted within six months before the occurrence of a transaction
described above if the Participant holding such Option is a director or officer
of the Bank or the beneficial owner of the Common Stock who is described in
Section 16(a) of the Exchange Act, except in the event of such Participant's
death or Disability prior to the expiration of such six-month period.
4.6. LIMITATIONS ON INCENTIVE STOCK OPTIONS. To the extent that the
aggregate Fair Market Value of shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under this Plan and any other stock option plan of the
Bank (or any Subsidiary or parent
<PAGE>
7
corporation of the Bank) shall exceed $100,000, or such higher value as may be
permitted under Section 422 of the Internal Revenue Code, such Incentive Stock
Options shall be treated as Non-Qualified Stock Options. Such Fair Market Value
shall be determined as of the date on which each such Incentive Stock Option is
granted.
4.7. NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER SECTION 421(B)
OF THE INTERNAL REVENUE CODE. Each Option Agreement with respect to an Incentive
Stock Option shall require the Participant to notify the Bank of any disposition
of shares of Common Stock delivered upon the exercise of an Incentive Stock
Option under the circumstances described in Section 421(b) of the Internal
Revenue Code (relating to certain disqualifying dispositions), within ten days
of such disposition.
4.8. EFFECT OF TERMINATION OF EMPLOYMENT
(a) Termination other than for Death, Disability or Cause. Unless
the applicable Option Agreement provides otherwise, in the event that the
employment with the Bank or a Subsidiary or parent corporation of the Bank of a
Participant holding an Option granted under this Article IV. is terminated for
any reason other than death, Disability or Cause, (i) such Options granted to
such Participant, to the extent that they are exercisable at the time of such
termination, shall remain exercisable until the date that is three months after
such termination, on which date they shall expire and (ii) such Options granted
to such Participant, to the extent that they were not exercisable at the time of
such termination, shall expire at the close of business on the date of such
termination. Notwithstanding the foregoing, no such Option shall be exercisable
after the expiration of its term.
(b) Termination for Death or Disability. Unless the applicable
Option Agreement provides otherwise, in the event that the employment with the
Bank or a Subsidiary or parent corporation of the Bank of a Participant holding
an Option granted under this Article IV. is terminated on account of the
Disability or death of the Participant; (i) such Options granted to such
Participant, to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the first anniversary of such
termination, on which date they shall expire and (ii) such Options granted to
such Participant, to the extent that they were not exercisable at the time of
such termination shall expire at the close of business on the date of such
termination, Notwithstanding the foregoing, no such Option shall be exercisable
after the expiration of its term.
(c) Termination For Cause. Notwithstanding the foregoing, any
Option outstanding under Article IV. of this Plan shall terminate immediately
upon any termination of a Participant's employment with the Bank or any
Subsidiary or parent corporation of the Bank For Cause.
4.9. ADJUSTMENTS. Options granted under this Article shall be subject
to adjustment as provided in Article VII. of this Plan.
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8
4.10. LIMITATIONS OF AMENDMENTS. The provisions of this Article IV.
with respect to the amount, exercise price and timing of Options and the
eligibility requirements shall not be amended more than once every six months
(other than as may be necessary to conform to any applicable changes in the
Internal Revenue Code or the rules thereunder), unless such amendment would be
consistent with the provisions of Rule 16b-3.
V. SPECIFIC GRANTS OF OPTIONS
5.1. GRANT OF OPTIONS TO CERTAIN DIRECTORS. Upon the approval of this
Plan by the shareholders of the Bank at the 1999 Annual Meeting of Shareholders
of the Bank, Options hereunder shall be awarded to the following directors of
the Bank for the number of shares of Common Stock set forth opposite their names
in the following table:
NAME OF DIRECTOR NUMBER OF SHARES
Herbert A. Bregman 6,000
Fred DeCaro, Jr. 34,000
L. Morris Glucksman 16,000
Michael Intrieri 10,000
Richard Naclerio 15,000
Salvatore Trovato 20,000
Philip W. Wolford 9,000
The Options granted pursuant to this Article V. shall be Non-Qualified
Stock Options except that the Options granted to Philip W. Wolford shall be
Incentive Stock Options and the Options granted to Fred DeCaro, Jr. shall be
Incentive Stock Options to the maximum extent permitted under the Internal
Revenue Code.
5.2. EXERCISE PRICE. The option exercise price for the Options granted
pursuant to this Article V. shall be the Fair Market Value per share of Common
Stock as of the date of the 1999 Annual Meeting of Shareholders of the Bank.
5.3. EXERCISABILITY AND TERM. The Options granted pursuant to this
Article V. shall be immediately exercisable on the date of grant and shall have
a term of ten years from the date of grant.
5.4. EFFECT OF TERMINATION OF SERVICE. The Options granted pursuant to
this Article V. shall remain exercisable for the term thereof notwithstanding
that the holder thereof ceases to serve as a director of the Bank.
5.5. ADJUSTMENTS. Options granted under this Article V. shall be
subject to adjustment as provided in Article VII. of this Plan.
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9
VI. OPTION AGREEMENTS
6.1. OPTION AGREEMENTS. Each Option under this Plan share be evidenced
by an Option Agreement in a form approved by the Board of Directors setting
forth the number of shares of Common Stock subject to the Option, and the price
and term of the Option. The Option Agreement shall also set forth (or
incorporate by reference) the other material terms and conditions applicable to
the Option as determined by the Board of Directors consistent with the
limitations of this Plan.
6.2. INCORPORATED PROVISIONS. Option Agreements shall be subject to the
terms of this Plan and shall be deemed to include the following terms:
(a) NON-ASSIGNABILITY. The Option shall not be assignable nor
transferable, except (i) by will or by the laws of descent and distribution or
(ii) pursuant to a QDRO or any other exception to transfer restrictions
expressly permitted by the Board of Directors and set forth in the Option
Agreement (or an amendment thereto). The restrictions on exercise and transfer
shall not be deemed to prohibit, to the extent permitted by the Board of
Directors, transfers without consideration for estate and financial planning
purposes, transfers to such other persons or in such other circumstances as the
Board of Directors may in the Option Agreement expressly permit. During the
lifetime of a Participant, the Option shall be exercised only by such
Participant or by his or her guardian or legal representative, except as
expressly otherwise provided consistent with the foregoing transfer
restrictions.
(b) RIGHTS AS SHAREHOLDER. A Participant shall have no rights as
a holder of Common Stock with respect to any unissued Common Stock covered by an
Option until the date the Participant becomes the holder of record of such
Common Stock.
(c) WITHHOLDING. The Participant shall be responsible for payment
of any taxes or similar charges required by law to be withheld with respect to
the exercise of an Option, and these obligations shall be paid by the
Participant on or prior to the delivery of shares of Common Stock upon exercise
of an Option. A Participant shall satisfy the withholding obligations as
provided in Section 3.4.
6.3. CONTRACT RIGHTS, FORMS AND SIGNATURES. Any obligation of the Bank
with respect to an Option shall be based solely upon the contractual obligations
created by this Plan and the applicable Option Agreement. No Option shall be
enforceable until the Option Agreement has been signed by the Participant and on
behalf of the Bank. By executing an Option Agreement, a Participant shall be
deemed to have accepted and consented to the terms of this Plan, and any action
taken in good faith under this Plan by and within the discretion of the Board of
Directors or its delegates. Except as expressly provided in this Plan or in an
Option Agreement, there shall be no third party beneficiaries of the obligations
of the Bank under such Option Agreement.
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10
VII. ADJUSTMENTS
7.1. CHANGES IN CAPITALIZATION. If there shall occur any
recapitalization, stock split (including a stock split in the form of a stock
dividend), reverse stock split, merger, combination, consolidation, or other
reorganization or any extraordinary dividend or other extraordinary distribution
in respect of the Common Stock (whether in the form of cash, Common Stock or
other property), or any split-up, spin-off, extraordinary redemption,
combination or exchange of outstanding shares of Common Stock, or there shall
occur any other similar transaction or event in respect of the Common Stock, or
a sale of all or substantially all of the assets of the Bank as an entirety,
then the Board of Directors shall, in the manner and to the extent, if any, as
it deems appropriate and equitable to the Participants and consistent with the
terms of this Plan, and taking into consideration the effect on the event of the
holders of the Common Stock:
(a) proportionately adjust any or all of:
(i) the number and type of Common Stock which thereafter may
be made the subject of Options;
(ii) the number, amount and type of Common Stock, other
property or cash subject to any or all outstanding Options;
(iii) the exercise price of any or all outstanding Options;
(iv) the securities, cash or other property deliverable upon
exercise of the outstanding Options;
(v) any other terms as are effected by the event; or
(b) subject to any applicable limitations under generally
accepted accounting principles, provide for:
(i) an appropriate and proportionate cash settlement or
distribution; or
(ii) the substitution or exchange of any or all outstanding
Options.
7.2. FORMATION OF BANK HOLDING COMPANY. Notwithstanding the provisions
of Section 7.1 hereof, in the event that the reorganization of the Bank into a
holding company structure by becoming a wholly owned subsidiary of Patriot
National Bancorp, Inc., a Connecticut corporation, is approved at the 1999
Annual Meeting of Shareholders of the Bank and becomes effective, all references
herein and in any Option Agreement to "Common Stock" shall thereafter be deemed
references to the Common Stock of Patriot National Bancorp, Inc. The obligation
of the Bank to issue or deliver shares of its Common Stock under any Option then
outstanding or thereafter granted under this Plan shall be deemed to be
satisfied in full by the issuance or delivery by Patriot National Bancorp, Inc.
of an equal number of shares of its Common Stock; provided, however, that
<PAGE>
11
the number of shares subject to any Option shall thereafter be subject to
adjustment as provided in this Article VII. based on changes in the capital
stock of Patriot National Bancorp, Inc.
VIII. ADMINISTRATION
8.1. AUTHORITY AND STRUCTURE. This Plan and all Options granted shall
be administered by the Board of Directors.
8.2. CONSTRUCTION AND INTERPRETATION. The Board of Directors shall have
the power to interpret and administer this Plan and the Option Agreements, and
to adopt, amend and rescind related rules and procedures. All questions of
interpretation and determinations with respect to this Plan, the number of
shares of Common Stock and the terms of any Option Agreements, the adjustments
required or permitted by Article VII. and other determinations hereunder shall
be made by the Board of Directors and its determination shall be final and
conclusive upon all parties in interest. In the event of any conflict between an
Option Agreement and any non-discretionary provision of this Plan, the terms of
this Plan shall govern.
8.3. RULE 16B-3 CONDITIONS; BIFURCATION OF PLAN. It is the intent of
the Bank that this Plan and the Options hereunder satisfy and be interpreted in
a manner that satisfies any applicable requirements of Rule 16b-3 so that the
Participants will be entitled to the benefits of Rule 16b-3 or other exemptive
rules under Section 16 of the Exchange Act and will not be subjected to
avoidable liability thereunder as to Options intended to be entitled to the
benefits of Rule 16b-3.
8.4. DELEGATION AND RELIANCE. The Board of Directors may delegate to
the officers or employees of the Bank the authority to execute and deliver those
instruments and documents, to do all acts and things, and to take all other
steps deemed necessary, advisable or convenient for the effective administration
of this Plan in accordance with its terms and purpose. In making any
determination or in taking or not taking any action under this Plan, the Board
of Directors may obtain and may rely upon the advise of experts, including
professional advisors to the Bank. No director, officer, employee or agent of
the Bank shall be liable for any such action or determination made or omitted in
good faith.
8.5. EXCULPATION AND INDEMNITY. Neither the Bank nor any member of the
Board of Directors, nor any other person participating in any determination of
any question under this Plan, or in the interpretation, administration or
application of this Plan, shall have any liability to any person for any action
taken or not taken in good faith under this Plan or for the failure of an Option
to qualify for exemption or relief under Rule 16b-3 or to comply with any other
law, compliance with which is not required on the part of the Bank.
IX. MISCELLANEOUS
9.1. NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO OPTION. Nothing
contained in this Plan or any Option or Option Agreement shall confer upon any
Participant any
<PAGE>
12
right with respect to the continuation of service with the Bank or any
Subsidiary or parent corporation of the Bank or interfere in any way with the
right of the Bank or any Subsidiary or parent corporation of the Bank, subject
to the terms of any separate employment agreement to the contrary, at any time
to terminate such employment or to increase or decrease the compensation of the
Participant.
No person shall have any claim or right to receive an Option hereunder,
except as provided in Article V. hereof. The grant of an Option to a Participant
at any time shall neither require the grant of any other Option to such
Participant or other person at any time or preclude the Board of Directors from
making subsequent grants to such Participant or any other person.
9.2. EFFECTIVE DATE; DURATION. This Plan has been adopted by the Board
of Directors. This Plan shall become effective upon and shall be subject to the
approval of the shareholders of the Bank at the 1999 Annual Meeting of
Shareholders of the Bank. This Plan shall remain in effect until any and all
Options under this Plan have been exercised, converted or terminated under the
terms of this Plan and the applicable Option Agreements. Notwithstanding the
foregoing, no Option shall be granted under this Plan after the Annual Meeting
of Shareholders of the Bank in 2000. Any Option granted prior to such date may
be amended after such date in any manner that would have been permitted prior to
such date, except that no such amendment shall increase the number of shares
subject to such Option.
9.3. COMPLIANCE WITH LAWS. This Plan, any Option Agreement and the
grant, exercise, conversion and operation of Options, and the issuance and
delivery of Common Stock and/or other securities or property under this Plan are
subject to compliance with all applicable federal and state laws, rules and
regulations (including, but not limited to, state and federal insider trading,
registration, reporting and other securities laws and federal margin
requirements) and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Bank, be necessary or
advisable in connection therewith. Any securities delivered under this Plan
shall be subject to such restrictions (and the person acquiring such securities
shall, if requested by the Bank, provide such evidence, assurance and
representations to the Bank as to compliance with any thereof) as the Bank may
deem necessary or desirable to assure compliance with all applicable legal
requirements.
The Bank shall be under no obligation to effect the registration
pursuant to the Securities Act of 1933, as amended, or any regulation
thereunder, of any interests in this Plan or any shares of Common Stock to be
issued hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Bank shall not be obligated
to cause to be issued or delivered any certificates evidencing shares of Common
Stock pursuant to this Plan unless and until the Bank is advised by its counsel
that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authorities and the requirements of
any securities exchange on which shares of Common Stock are traded. The Board of
Directors may require as a condition of the issuance and delivery of
certificates evidencing shares of Common Stock pursuant to the terms of this
Plan, that the recipient
<PAGE>
13
of such shares make such covenants, agreements and representations, and that
such certificates bear such legends, as the Board of Directors, in its sole
discretion, deems necessary or desirable.
The transfer of any shares of Common Stock hereunder shall be effective
only at such time as counsel to the Bank shall have determined that the transfer
of such shares is in compliance with all applicable laws, regulations of
governmental authorities and the requirements of any stock exchange on which
shares of Common Stock are traded. The Board of Directors may, in its sole
discretion, defer the effectiveness of any transfer of shares of Common Stock
hereunder in order to allow the transfer of such shares to be made pursuant to
registration or an exemption from registration or other methods for compliance
available under federal or state securities laws. The Board of Directors shall
inform the Participant in writing of its decision to defer the effectiveness of
a transfer. During the period of such deferral in connection with the exercise
of an Option, the Participant may, by written notice, withdraw such exercise and
obtain the refund of any amount paid with respect thereto.
9.4. NOTIFICATION OF ELECTION UNDER SECTION 83(B) OF THE INTERNAL
REVENUE CODE. If any Participant shall, in connection with the acquisition of
shares of Common Stock under this Plan, make the election permitted under
Section 83(b) of the Internal Revenue Code (i.e., an election to include in
gross income in the year of transfer the amounts specified in Section 83(b)),
such Participant shall notify the Bank of such election within ten days of
filing notice of the election with the Internal Revenue Service, in addition to
any filing and notification required pursuant to regulations issued under the
authority of Section 83(b) of the Internal Revenue Code.
9.5. OWNERSHIP AND TRANSFER RESTRICTIONS. Common Stock acquired upon
exercise of Options shall be subject to the restrictions on ownership and
transfer set forth in the Option Agreement.
9.6. NON-EXCLUSIVITY OF PLAN. Nothing in this Plan shall limit or be
deemed to limit the authority of the Bank or the Board of Directors to grant
awards or authorize any other compensation, with or without reference to the
Common Stock, under any other plan or authority.
9.7. SEVERABILITY. In case any provision of this Plan shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions, or of such provision in any other
jurisdiction, shall not in any way be affected or impaired thereby.
9.8. EXPENSES AND RECEIPTS. The expenses of this Plan shall be paid by
the Bank. Any proceeds received by the Bank in connection with any Option will
be used for general corporate purposes.
9.9. FAILURE TO COMPLY. In addition to the remedies of the Bank
elsewhere provided for herein, failure by a Participant (or beneficiary or
transferee) to comply with any of the terms and conditions of this Plan or the
applicable Option Agreement, unless
<PAGE>
14
such failure is remedied by such Participant (or beneficiary or transferee)
within ten days after notice of such failure by the Board of Directors, shall be
grounds for the cancellation and forfeiture of such Option, in whole or in part,
as the Board of Directors, in its absolute discretion, may determine.
9.10. APPLICABLE LAW. This Plan, any Option Agreement and any related
documents and matters shall be governed in accordance with the laws of the State
of Connecticut, except as to matters of federal law.
