EXHIBIT (10)B
AMENDMENTS TO
1989 LONG-TERM STOCK INCENTIVE PLAN
[The 1989 Long-Term Stock Incentive Plan be amended by amending Section 2(aa)
as shown below and deleting Section 6(g) in its entirety and adding the
following in lieu thereof. Amendments to the Plan are underlined.
Deletions are crossed out.]
2(aa): "Retirement" is defined under each Plan in Section 2(aa) to
mean the retirement from active employment by the Company of an employee or
officer but only if such person meets all of the following requirements: (i) he
has a minimum combined total of years of service and age equal to eighty (80),
(ii) he is age sixty-two (62) or older, and (iii) he provides six (6) months
prior written notice to the Company of the Retirement. "Years of service"
shall be defined the same way as it is under Valley's pension plan. An
employee or officer who retires but fails to meet such conditions shall not be
deemed to be within the definition of "Retirement" for any purpose under this
Plan or any Award or Option granted thereunder; provided, however, after a
Change in Control transaction, no prior notice of a Retirement shall be
required for purposes of this Plan only and any Optionee who meets the
conditions of clauses (i) and (ii), but is terminated without Cause, shall be
deemed to meet all the conditions for Retirement for purposes of this Plan only
and shall be deemed to have terminated employment due to Retirement for
purposes of this Plan only. After a Change in Control, the provisions of this
paragraph defining Retirement and the other provisions setting forth the
consequences of vesting and exercisability of Options and Awards following
Retirement may not be changed.
(g) Termination of Employment. In the event that an
Optionee ceases to be employed by the Company or any Subsidiary, any
outstanding Options held by such Optionee shall, unless the Option
Agreement evidencing such Option provides otherwise, terminate as
follows:
(1) If the Optionee's termination of employment
is due to his Death or Disability, the Option shall be
exercisable for a period of one (1) year following such
termination of employment, and shall thereafter terminate;
provided, however, that the Company shall have given written
notice to the Optionee's designated beneficiary for the
Plan as permitted under Section 17(c) or, if there is no
designated beneficiary for the Plan, then to the Optionee's
spouse, or if such spouse does not survive the Optionee, to
the Optionee's designated beneficiaries under the
Company's 401(k) plan or group term life insurance plan,
within the six (6) months following the Optionee's
termination of employment;
(2) If the Optionee's termination of employment
is by the Company or a Subsidiary for Cause or is by
the Optionee (other than due to the Optionee's Retirement),
the Option shall terminate on the date of the Optionee's
termination of employment;
(3) If the Optionee's termination of employment
is due to the Optionee's Retirement, the Option shall
be exercisable for the remaining term of the Option and
thereafter shall be unaffected by the death or disability of
the Optionee. (An Optionee who exercises his or her Options
more than ninety (90) days after the termination of
employment due to Retirement shall acknowledge that the
Options so exercised will not be Incentive Stock Options.);
and
(4) If the Optionee's termination of employment
is due to the Optionee's Retirement or for any other
reason (including an Optionee's ceasing to be employed by a
Subsidiary as a result of the sale of such Subsidiary or
an interest in such Subsidiary), the Option shall be
exercisable (to the extent exercisable at the time of the
Optionee's termination of employment) for a period of ninety
(90) days following such termination of employment, and
shall thereafter terminate.
Notwithstanding the foregoing, the Committee may provide,
either at the time an Option is granted or thereafter, that the Option
may be exercised after the periods provided for in this Section 6(g),
but in no event beyond the term of the Option.
