EXHIBIT (10)C
AMENDMENTS TO
1999 LONG-TERM STOCK INCENTIVE PLAN
[The 1999 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:
(i) 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;
(ii) 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;
(iii) If the termination of employment is due to
the Optionee's Retirement, the Option shall be exercisable
(to the extent exercisable at the time of the Optionee's
termination of employment due to Retirement) for a period of
18 months following such termination of employment, and shall
thereafter terminate 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
(iv) If the Optionee's termination of employment
is 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.
