WESTBANK CORPORATION
Notice of
Annual Meeting
of Shareholders
April 19, 1995
and
Proxy Statement
Your Vote is Important
You are urged to exercise your right to vote by indicating your choices on
the enclosed proxy card. Please date, sign and promptly return
your proxy card in the enclosed postage-paid envelope. You may,
nevertheless, vote in person if you attend the meeting.
WESTBANK CORPORATION
225 Park Avenue
West Springfield, Massachusetts 01089-3310
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
To be held Wednesday, April 19, 1995
March 22, 1995
To the Shareholders of Westbank Corporation:
Notice is hereby given that the 1995 Annual Meeting of
Shareholders of Westbank Corporation (the "Corporation") will be
held at 9:00 A.M., on Wednesday, April 19, 1995 at the Carriage
House at Storrowton Tavern, 1305 Memorial Avenue, West Springfield,
Massachusetts, 01089, for the following purposes, all as set forth
in the Proxy Statement accompanying this notice:
1. To fix the number of Directors of the Corporation at twelve.
2. Election of the individuals listed as nominees in the
Proxy Statement accompanying this notice of meeting.
3. To approve an amendment to the Corporation's Dividend
Reinvestment and Common Stock Purchase Plan (the "Stock
Purchase Plan") to increase the number of shares of Common
Stock reserved for issuance thereunder by 300,000 shares,
to increase the maximum allowable purchase of the
Corporation's Common Stock to $10,000 per calendar quarter
and to amend the price of shares acquired under the Stock
Purchase Plan to 90% of the market value of the
Corporation's Common Stock, or the current book value of
such shares, whichever is greater.
4. To approve the 1995 Directors' Stock Option Plan.
5. Ratification of the appointment of the firm of Deloitte & Touche LLP
as the Corporation's independent public accountants for the
fiscal year ending December 31, 1995.
6. To act upon such other matters as may properly be brought before the
meeting or any adjournment thereof.
The record date and hour for determining shareholders entitled
to notice of, and to vote at, the meeting has been fixed at 5:00
P.M., March 3, 1995.
By order of the Board of Directors
Robert J. Perlak
Clerk
West Springfield, Massachusetts
March 22, 1995
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE ENCLOSED FOR THAT PURPOSE. YOU MAY NEVERTHELESS
VOTE IN PERSON IF YOU DO ATTEND THE MEETING.
PROXY STATEMENT
Approximate date of mailing
March 22, 1995
WESTBANK CORPORATION
225 Park Avenue
West Springfield, Massachusetts 01089-3310
(413) 747-1400
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
To be held April 19, 1995
INTRODUCTION
This Proxy Statement is furnished to shareholders in connection with
the solicitation of proxies on behalf of the Board of Directors of
Westbank Corporation (the "Corporation") to be used at the 1995
Annual Meeting of Shareholders of the Corporation to be held at the
Carriage House at Storrowton Tavern, 1305 Memorial Avenue, West
Springfield, Massachusetts 01089 on Wednesday, April 19, 1995 at
9:00 A.M. and at any adjournments thereof.
The close of business on March 3, 1995, has been fixed as the record
date for determination of shareholders of the Corporation entitled
to notice of and to vote at the 1995 Annual Meeting of Shareholders.
The only class of issued and outstanding voting securities of the
Corporation is the $2.00 par value Common Stock (the "Common
Stock"). As of the record date the number of shares of Common Stock
outstanding and entitled to vote at the 1995 Annual Meeting of
Shareholders is 3,156,670. Each share of Common Stock is entitled
to one vote.
The affirmative vote of a majority of the shares of Common Stock of
the Corporation represented at the 1995 Annual Meeting is required
to fix a number of Directors, to approve the amendments to the
Dividend Reinvestment and Common Stock Purchase Plan, to approve the
1995 Directors' Stock Option Plan and to appoint the auditor of the
Corporation. The affirmative vote of the plurality of the votes
cast by shareholders is required to elect Directors.
Execution of the enclosed proxy will not affect the shareholder's
right to attend the meeting and vote in person as a shareholder
giving a proxy has the power to revoke it any time before it is
exercised by delivering notice of revocation, or a duly executed
proxy bearing a later date, to the Treasurer of the Corporation.
ELECTION OF DIRECTORS
The By-Laws of the Corporation provide in substance that the Board
of Directors shall be divided into three classes as nearly equal in
number as possible, and that the term of office of one class shall
expire and a successor class shall be elected at each annual meeting
of shareholders. The By-Laws of the Corporation also provide that
the shareholders fix the exact number of Directors at the annual
meeting of shareholders. The Corporation's Board of Directors
presently consists of twelve members. On December 21, 1994,
Director Robert F. Lloyd resigned his position as a Director of the
Corporation.
It is proposed by the Board of Directors that at the 1995 Annual
Meeting the number of Directors who shall constitute the full Board
of Directors until the next annual meeting shall be fixed at twelve
and that in accordance with the By-Laws of the Corporation four
nominees be elected to serve a three-year term until the 1998 Annual
Meeting of Shareholders and for such further time as may be required
for the election and qualification of their successors and that one
nominee be elected to serve a two-year term until the 1997 Annual
Meeting of Shareholders and for such further time as may be required
for the election and qualification of a successor. The one nominee
proposed to be elected to a two-year term will fill the class of
directors who serve until 1997 Annual Meeting for the purpose of
making all classes equal in number as required by the By-Laws.
Unless returned proxies properly indicate that authority to vote for
any of the nominees named herein is withheld, all proxies received
by the Corporation in time for the 1995 Annual Meeting of
Shareholders will be voted to fix the number of Directors at twelve
and, in the event the number of Directors is so fixed, in favor of
the election of the nominees listed below. In the event any of the
nominees named herein becomes unable or unwilling to accept
nomination for election, the persons identified as proxies in the
accompanying form of proxy and authorized to vote in the election
will vote the shares represented by executed proxies in favor of the
nomination and election of such substitute nominees as the Board of
Directors of the Corporation may select.
The following tables name the individuals nominated for Director,
and those Directors of the Corporation who will continue to serve
after the meeting, and indicate their age, the period of time they
have served as Director of the Corporation or its predecessor, their
position with the Corporation, and their principal occupation or
employment. No nominee or Director holds a directorship in any
corporation, other than the Corporation, with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15(d) of such Act or
any corporation registered as an investment corporation under the
Investment Company Act of 1940.
The following individuals are nominees for election as a Director of
the Corporation at this 1995 Annual Meeting to serve for a
three-year term until the 1998 Annual Meeting of Shareholders:
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate
Business Experience Its Predecessor Offices
During Past 5 Years Age Since Held
Roland O. Archambault 62 1989 Director
Owner-Park Supply Co.
Donald R. Chase 48 1990 Director,
President and Chief President and
Executive Officer, Chief Executive
Westbank Corporation; Officer
President and
Chief Executive Officer;
Park West Bank and Trust
Company
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate
Business Experience Its Predecessor Offices
During Past 5 Years Age Since Held
John E. Fitzgerald 70 1961 Director
Private Investor
Russell Mawdsley 70 1975 Director
President and Treasurer,
Russell-Hall, Inc.
The following individual is nominated for election as a Director of
the Corporation at the 1995 Annual Meeting of Shareholders for a
two-year term until the 1997 Annual Meeting of Shareholders:
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate
Business Experience Its Predecessor Offices
During Past 5 Years Age Since Held
Paul J. McKenna 68 1961 Director
Orthodontist
The following Directors will continue to serve after the meeting:
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate Term
Business Experience Its Predecessor Offices Expires
During Past 5 Years Age Since Held In
Mark A. Beauregard 43 1986 Director 1996
Attorney - Resnic,
Beauregard,Waite and
Driscoll
David R. Chamberland 56 1989 Director 1996
President, Chicopee
Building Supply, Inc.
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate Term
Business Experience Its Predecessor Offices Expires
During Past 5 Years Age Since Held In
Leroy F. Jarrett 67 1961 Director, 1997
President and Treasurer, Vice Chairman
New England Church of the Board
Interiors
Ernest N. Laflamme, Jr. 63 1987 Director 1997
Treasurer, City of
Chicopee; President,
Laflamme Oil
Robert J. Perlak 59 1987 Director, 1996
Private Investor and Clerk
Formerly Assistant
Chief Probation Officer
of Hampden County
James E. Tremble 56 1986 Director 1996
President,
Valley Cinema, Inc.
Alfred C. Whitaker 68 1961 Director, 1997
Sales Consultant, Chairman of
Burke/Whitaker the Board
Pontiac Cadillac Assistant Clerk
The total number of special and regular meetings of the Board of
Directors of the Corporation during the fiscal year ended December
31, 1994 was 10. Each Director attended at least 75% of all Board
of Directors meetings held in 1994 during the period for which each
was a Director. In addition to serving as Directors of the
Corporation, board members also serve as the Board of Directors of
the Corporation's wholly owned subsidiary, Park West Bank and Trust
Company ("Park West"). During 1994, the Board of Directors of Park
West met 27 times. All Directors attended at least 75% of all board
meetings of Park West during the period for which each was a
Director.
Committees
The Board of Directors each year appoints Directors to serve on
standing committees of the Board of Directors, including the
Executive Committee, the Compensation Committee, the Nominating
Committee and the Audit Committee. The members of the Executive
Committee, the Compensation Committee, the Nominating Committee and
the Audit Committee of the Corporation also make up these same
committees for Park West. All Directors attended at least 75% of
the meetings of committees of which they were a member during the
period each was a Director.
Executive Committee
The members of the Executive Committee of the Corporation and Park
West in 1994 were Messrs. Mawdsley, Chase, Fitzgerald, Jarrett,
Whitaker and Laflamme. The Executive Committee's met 23 times
during 1994.
Compensation Committee
The members of the Compensation Committee in 1994 were Messrs.
Mawdsley, Fitzgerald, Jarrett, Whitaker and Laflamme. The
Compensation Committee met 3 times in 1994.
Nominating Committee
The members of the Nominating Committee in 1994 were Messrs. Chase,
Fitzgerald, Laflamme, Lloyd and Whitaker. The Committee nominates
Directors for election by shareholders at the annual meeting,
reports to the Board of Directors on or before December 31 of each
year its nominations and submits its nominees for Directors for
publication in the Notice of Annual Meeting of Shareholders and
Proxy Statement. The Committee met once during 1994. The
Nominating Committee will consider nominees recommended by the
Corporation's shareholders prior to December 1 of each year.
Audit Committee
The members of the Audit Committee of Park West in 1994 were Messrs.
Perlak, Archambault, Jarrett, Mawdsley and McKenna. The Committee
makes recommendations concerning the selection of an independent
auditor for the Corporation, and reviews the reports of the
independent auditor and subsidiary audit committees. The Audit
Committee of Park West met 4 times during 1994.
Executive Officers
In addition to the President of the Corporation who is a Director
and is listed in the tables above, the other Executive Officers of
the Corporation are as follows: Gary L. Briggs, age 44, is Executive
Vice President - Lending of Park West, having served as such since
1988 and during the four years prior to that time as Senior Vice
President of Park West; John M. Lilly, age 46, is Treasurer and
Chief Financial Officer of the Corporation, having served as such
since 1991, and is also Executive Vice President - Finance and
Treasurer of Park West, having served as such since 1988 and during
the four years prior to that time as Senior Vice President and
Treasurer of Park West; and Robert A. Gibowicz, age 51, is Senior
Trust Officer of Park West, having served as such since 1986 and as
Trust Officer for three years prior to that. Each Executive Officer
serves for a one-year term and until his or her successor is elected
and qualified.
BENEFICIAL OWNERSHIP OF STOCK
The following table sets forth certain information as of the record
date with respect to all individuals known to the Corporation to be
the beneficial owner of more than 5% of the outstanding Common Stock
of the Corporation:
Number of Percent of
Name and Address Shares Beneficially Outstanding
of Owner Owned(2) Shares
Richard S. Sullivan
Carol B. Sullivan 243,877 7.8%
96 Prynwood Road
Longmeadow, MA 01106
The following table and related notes set forth information as of
the record date regarding the Corporation's Common Stock
beneficially owned by each Director and nominee and by Directors,
nominees and Officers of the Corporation and Park West:
Number of
Shares Percent of
Name of Individual Beneficially Outstanding
or Persons in Group Owned(1)(2) Shares
Roland O. Archambault 14,598(3) 0.5%
Mark A. Beauregard 5,411 0.2
David R. Chamberland 4,975 0.2
Donald R. Chase 147,825(3)(4) 4.7
John E. Fitzgerald 62,540(3) 2.0
Leroy F. Jarrett 77,430 2.4
Ernest N. Laflamme, Jr. 35,075 1.1
Russell Mawdsley 42,231(3) 1.4
Paul J. McKenna 67,135(3) 2.1
Robert J. Perlak 39,809 1.3
James E. Tremble 1,662 0.1
Alfred C. Whitaker 30,000 1.0
All Directors, nominees and
Executive Officers as a group
(15 persons, including those
named above)(4)(5) 642,120 20.5
(1) Based upon information provided to the Corporation by the
indicated persons.
(2) Under regulations of the Securities and Exchange Commission, a
person is treated as the beneficial owner of a security if the
person directly or indirectly (through contract, arrangement,
understanding, relationship or otherwise) has or shares (a)
voting power, including the power to vote or to direct the
voting, of such security, or (b) investment power with respect
to such security, including the power to dispose or direct the
disposition of such security. A person is also deemed to have
beneficial ownership of any security that such person has the
right to acquire within 60 days.
(3) Indicates a nominee for election as a Director of the
Corporation at the 1995 Annual Meeting of Shareholders.
(4) The information in the table includes all shares under stock
options which were exercisable on the record date or 60 days
thereafter. As of that date, Mr. Chase owned exercisable
options to purchase 131,058 shares, and all Directors and
Executive Officers as a group owned exercisable options to
purchase 238,743 shares.
(5) For the purposes of the above table, the term "Executive
Officer" means any individual elected as an Executive Officer
of the Corporation or Park West or by their respective Boards
of Directors.
EXECUTIVE MANAGEMENT COMPENSATION
Compensation decisions for executive officers of the Corporation are
made by the Compensation Committee, and approved by the full Board
of Directors. Mr. Chase, who is a member of the Board of Directors
as well as an executive officer of the Corporation, neither
participated in nor voted upon his compensation package.
Report of the Compensation Committee on Executive Management Compensation
Set forth below is the report of the Compensation Committee of the
Corporation regarding executive management compensation, as required
by applicable rules of the Securities and Exchange Commission.
In general, total compensation for executive officers of the
Corporation consists of salary, as determined annually by the
Compensation Committee, stock options, and certain other
miscellaneous benefits, including, in certain instances, cash
bonuses. Decisions by the Compensation Committee relating to the
compensation of the Corporation's executive officers are approved by
the full Board of Directors, except as otherwise set forth herein.
In determining the proper amount of compensation for each executive
officer, the Compensation Committee considers various factors,
including, inter alia:
- the performance of the Corporation;
- the individual's performance as an executive officer of the
Corporation;
- the amount of compensation paid to similarly situated
executive officers in similar sized corporations; and
- the length of service with the Corporation.
During 1994, the only executive officer of the Corporation who was
paid in excess of $100,000.00 in cash compensation was the Chief
Executive Officer, Donald R. Chase. Mr. Chase's cash compensation
was increased in 1994 by $6,300.00, an increase of five percent (5%)
of his base salary. The increase was recommended by the
Compensation Committee following its evaluation of Mr. Chase's
performance as CEO, and the overall improved corporate performance
for 1993. In addition, as a result of its review of Mr. Chase's
performance as CEO and the performance of the Corporation in 1993,
the Compensation Committee recommended, and the Board of Directors
approved, a cash bonus to Mr. Chase totaling $9,700.00. Finally,
in recognition of Mr. Chase's service to the Corporation, and the
Corporation's 1993 performance, the Compensation Committee also
recommended, and the Board of Directors granted, 88,000 stock
options (at $6.00 per share) to Mr. Chase pursuant to the terms of
the 1985 Incentive Stock Option Plan for Key Employees, as amended.
During 1994, a total of 200,000 stock options (at $6.00 per share)
were granted to participants in the 1985 Incentive Stock Option Plan
for Key Employees, as amended. The Compensation Committee believes
that Mr. Chase's 1994 compensation is reasonable given the
Corporation's performance, and in light of compensation paid Chief
Executive Officers of similarly sized banking institutions.
Respectfully submitted by:
Russell Mawdsley John E. Fitzgerald Ernest N. Laflamme, Jr.
Chairman Leroy F. Jarrett Alfred C. Whitaker
The Compensation Committee
Compensation Information
The following table sets forth the cash compensation paid to, as
well as long-term compensation paid for each of the last three
fiscal years, to all executive officers of the Corporation who
received over $100,000.00 in cash compensation during 1994:
SUMMARY COMPENSATION TABLE
Annual Compensation
Award Other
Annual Restricted
Name and Compen- Stock
Principal Position Year Salary($) Bonus($) sation ($) Award(s)($)
Donald R. Chase, CEO(1) 1994 $132,300.00 $9,700.00 N/A N/A
1993 $126,000.00 $6,300.00 N/A N/A
1992 $128,422.71(5) N/A N/A N/A
Long Term Compensation
Payouts
Name and Options/ LTIP All Other
Principal Position Year SARs(#) Payouts Compensation($)
Donald R. Chase, CEO(1) 1994 88,000(6) N/A $15,714.00
1993 22,802(2) N/A $17,879.00(3)
1992 20,256(4) N/A $12,958.00
(1) Donald R. Chase was the only executive officer of the
Corporation who was paid in excess of $100,000 in 1994.
(2) 12,500 options were granted in 1993 at an option price of $2.50
per share, 10,302 options were granted in 1993 at an option
price of $3.50 per share.
(3) Mr. Chase's other compensation during 1993 consisted of the
following--a $12,839.00 contribution to the Money Purchase
Pension Plan, described below, and an award of stock of the
Corporation valued at $5,040.00. Mr. Chase's other
compensation during 1994 and 1992 consisted soley of the
contribution to the Money Purchase Pension Plan.
(4) 13,256 options granted in 1992 constituted pre-existing options
repriced as new grants of options.
(5) Compensation for Mr. Chase during 1992 was based on 53 weeks.
(6) 44,000 options were granted during May, 1994 and an additional
44,000 options were granted during December, 1994. All 1994
options were granted at a price of $6.00.
1985 Incentive Stock Option Plan for Key Employees
In February, 1985, the Board of Directors of the Corporation
unanimously adopted the 1985 Incentive Stock Option Plan for Key
Employees (the "1985 Stock Plan"), which was approved by the
shareholders at the Annual Meeting in April, 1985. The 1985 Stock
Plan was amended by shareholders at the Corporation's 1994 Annual
Meeting, which amendment increased the number of shares of Common
Stock reserved thereunder by 200,000 shares.
The 1985 Stock Plan is administered by the Board of Directors. The
Board of Directors was authorized to grant stock options to the
professional and supervisory employees of the Corporation and its
subsidiaries at any time until February 19, 1995.
All options were granted at 100% of the fair market value of the
Common Stock of the Corporation on the date of the grant. Each
stock option terminates not more than 10 years after the date of the
grant. Options are exercisable in such installments as may be
determined by the Board of Directors. Payment of stock purchased on
the exercise of a stock option must be made in full at the time the
stock option is exercised. Options may not be assigned or
transferred other than by will or the laws of descent or
distribution.
For options granted prior to January 1, 1987, no option could be
granted to any employee in any calendar year to the extent that the
aggregate fair market value of shares subject to options granted in
such year exceeded $100,000 plus any unused limit carryover. For
options granted in 1987 and later years, the aggregate fair market
value, determined at the date of grant, of shares with respect to
which any such options are exercisable for the first time by an
individual during any calendar year, when aggregated with the fair
market value of shares subject to other incentive stock options then
outstanding exercisable for the first time in such calendar year,
may not exceed $100,000.
The Board of Directors may amend or terminate the 1985 Stock Plan
from time to time in any manner, provided, however, that no such
action, without approval of the shareholders, may increase the
number of shares issuable under the 1985 Stock Plan.
A total of 7,864 options were exercised in 1994. No options expired
or were otherwise terminated during 1994. A total of 327,053
options remain unexercised as of the record date.
The charts below disclose information regarding options granted
pursuant to the 1985 Stock Plan as the same apply to Mr. Chase.
OPTIONS/STOCK APPRECIATION RIGHTS (SAR) GRANTS IN LAST FISCAL YEAR
Individual Grants
Percent of
Total
Options/
SARs
Granted to
Options/ Employees Exercise or
SARs In Fiscal Base Price Expiration
Name Granted # Year ($/Sh) Date
Donald R. Chase, CEO 44,000 22% $6.00 05/18/2004
44,000 22% $6.00 12/31/2004
Potential realizable value
at assumed annual rates
of stock price appreciation
for option term
Name 5%($) 10%($)
Donald R. Chase, CEO $139,145 $377,947
$139,145 $377,947
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End($)
Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
Donald R. Chase, CEO 0 N/A 131,058/0 $635,819
TEN-YEAR OPTION/SAR REPRICINGS
Number of Market Price Exercise
Options/ of Stock at Price at
SARs Time of Time of
Repriced Repricing Repricing New
or Amended or Amendment or Amendment Exercise
Name Date (#) ($) ($) Price ($)
Donald R. Chase, CEO N/A NONE N/A N/A N/A
Length of
Original
Option Term
Remaining at
Date of
Repricing or
Name Amendment
Donald R. Chase, CEO N/A
Long Term Incentive Plans and Retirement Plans
The Corporation does not maintain any "Long Term Incentive Plans"
for its Executive Officers.
The Corporation has no pension, profit-sharing or similar plans for
its Executive Officers or employees. As set forth below, however,
the Executive Officers and employees are eligible to participate in
the Park West Money Purchase Pension Plan.
PARK WEST. Park West maintains a Money Purchase Pension Plan (the
"Plan") available to employees of the Corporation and Park West.
Full-time employees become eligible to participate in the Plan when
they have both (i) reached the age of 20-1/2 and (ii) completed six
months of service (as defined in the Plan).
Contributions to the Plan may be made by both Park West and a
participant. Park West's contributions will be made to the Plan
whether or not a participant chooses to contribute. The annual
contribution by Park West to each participant's account for 1994
equals 7% of a participant's annual compensation plus 5.7% of a
participant's annual compensation in excess of the participant's
Social Security Taxable Wage Base. During 1994, Park West
contributed $15,714 for the account of Donald R. Chase. The
contribution to Mr. Chase's account is included in the "All Other
Compensation" column of the Summary Compensation Table above.
During 1994, Park West contributed in the aggregate $36,726 for the
accounts of all Executive Officers of Park West to the Money
Purchase Pension Plan.
Director Compensation
During 1994, Directors of the Corporation who are not salaried
employees received Directors' fees of $10,000.00. The Chairman of
the Board of Directors received annual remuneration of $15,000.00,
while the Clerk of the Corporation received an annual fee of
$12,500.00. Directors who are also salaried employees receive no
additional compensation for their services as Directors of the
Corporation.
Employment and Termination Agreements
Donald R. Chase has entered into a Termination Agreement with Park
West regarding termination of employment subsequent to a "change in
control" of Park West, as defined in the Termination Agreement.
Following the occurrence of a change in control, if Mr. Chase's
employment is terminated (except because of retirement, death,
disability, or for "cause" as defined in the Termination Agreement)
or is voluntarily terminated by Mr. Chase for "good reason" as
defined in the Termination Agreement, then Mr. Chase shall be
entitled to a lump sum payment approximately equal to three times
his average annual compensation for the previous five years.
Performance Comparison Graph
Set forth below is a graph illustrating the return that would have
been realized (assuming reinvestment of dividends) by an investor
who invested $100 on December 31, 1989 in each of the following:
(a) The Standard & Poor's 500 Index
(b) A hypothetical fund with investments in the stock of peer
corporations (the "Peer Group")
(c) Westbank Corporation
The Peer Group consists of New England community banks, traded on
NASDAQ National Stock Market, with assets totaling less than $500
million, not located in the metropolitan areas of New York or
Boston. The members of the Peer Group are:
BNH Bancshares, Inc. New England Community Bancorp
Bank of Southington New Milford Bank & Trust
Cornerstone Financial Corporation Westport Bancorp, Inc.
Granite State Bankshares, Inc.
1989 1990 1991 1992 1993 1994
Peer Group 100.00 53.03 30.91 38.41 71.45 79.03
Westbank Corporation 100.00 42.06 32.79 48.05 89.82 98.96
S & P 500 Index 100.00 96.63 121.17 126.48 135.21 133.35
The Peer Group was changed for the period 1989 through 1994 for the
purpose of comparison with a more representative group of banks.
Miscellaneous
During 1994, certain of the Corporation's Executive Officers,
Directors and nominees for Director, beneficial owners of more than
5% of the outstanding common stock of the Corporation and members of
their immediate family and associates have had, and expect to have
in the future, transactions in the ordinary course of business with
Park West, including borrowings, on substantially the same terms,
including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and not
involving more than normal risk of collectibility or presenting
other unfavorable features.
EMPLOYEE STOCK OWNERSHIP PLAN
On January 1, 1989, the Corporation's Employee Stock Ownership Plan
(the "ESOP") became effective. The ESOP is administered and
otherwise governed by the provisions of the ESOP and a related Trust
Agreement. Pursuant to the terms of the ESOP, the Trustee may
invest the ESOP's Trust Assets in, among other investments, shares
of the Common Stock of the Corporation. As of the record date, no
shares of the Common Stock of the Corporation were owned by the ESOP
Trust.
APPROVAL OF AMENDMENT TO THE DIVIDEND
REINVESTMENT AND COMMON STOCK PURCHASE PLAN
On February 15, 1995, the Board of Directors, adopted an Amendment
to the Dividend Reinvestment and Common Stock Purchase Plan ("Stock
Purchase Plan") to increase the number of shares reserved for
issuance by 300,000; to increase the maximum allowable purchase of
the Corporation's Common Stock to $10,000 per calendar quarter; and
to amend the price of shares of Common Stock purchased with
reinvested dividends and with optional cash payments from 95% to 90%
of the market quotation of the Corporation's Common Stock, or the
current book value of such shares, whichever is greater.
Because of the limit on the amount of stock a shareholder is able to
purchase per calendar quarter pursuant to the Stock Purchase Plan,
the Board of Directors deemed it advisable that the Stock Purchase
Plan be amended, subject to shareholder approval, to increase the
limit of purchase per calendar quarter to $10,000 and to increase
the number of shares available for issue pursuant to the Stock
Purchase Plan. The Board of Directors also believes it desirable
and to the benefit of the shareholder to amend the purchase price to
90% of the current market quotation of the Corporation's Common
Stock, or the current book value of such shares, whichever is
greater.
Copies of the Dividend Reinvestment and Common Stock Purchase Plan
are available upon request. The Board of Directors has unanimously
approved the proposed Amendment to the Stock Purchase Plan and
recommends that the shareholders vote FOR such Amendment and unless
otherwise directed, proxies will be voted in favor of such adoption.
APPROVAL OF 1995 DIRECTORS' STOCK OPTION PLAN
The Board of Directors of the Corporation has unanimously adopted
the 1995 Directors' Stock Option Plan (the "1995 Plan") and
recommended its approval by the shareholders. A copy of the 1995
Plan is attached hereto as Exhibit A and is incorporated for
reference herein. The purpose of the 1995 Plan is to enhance the
Corporation's ability to attract and retain highly qualified
individuals to serve as members of the Corporation's Board of
Directors and to provide additional incentives to non-employee
directors to promote the success of the Corporation. The 1995 Plan
is designed to reward such Directors on a long term basis by
granting them options to purchase shares of the Corporation's Common
Stock. The maximum number of shares of the Corporation which may be
issued under the 1995 Plan is 125,000 shares, subject to adjustments
in the event of stock splits, stock dividends or reclassification,
recapitalization or other possible future changes such as mergers or
acquisitions.
The following is a summary of the other principal features of the
1995 Plan.
Administration. The 1995 Plan will be administered by the
non-employee directors. The non-employee directors responsibilities
under the 1995 Plan shall be limited to taking all legal action
necessary to document the Options provided herein, to maintain
appropriate records and reports regarding these options, and to take
all acts authorized by the 1995 Plan. All Directors, except Mr.
Chase, are non-employee Directors of the Corporation.
Eligibility. Eligibility under the 1995 Plan is limited to
non-employee directors of the Corporation who have: (i) been a
member of the Board of Directors of Westbank Corporation for at
least twelve (12) months and (ii) satisfied the attendance
requirements set forth in the 1995 Plan.
Grant of Options. Stock Options granted under the 1995 Plan are
intended to be non-qualified options for purposes of the Internal
Revenue Code (the "Code") as amended. Pursuant to the 1995 Plan,
each incumbent non-employee director of the Corporation (Messrs.
Whitaker, Archambault, Beauregard, Chamberland, Fitzgerald, Jarrett,
Laflamme, Mawdsley, McKenna, Perlak and Tremble) shall receive on
April 20, 1995, the effective date of the 1995 Plan ("Effective
Date"), a one-time grant of a nonqualifying option for 3,000 shares,
subject to stockholder approval of the 1995 Plan at the Annual
meeting. The exercise price of such option is $6.00 per share,
which equals the fair market value of a share of Common Stock of the
Corporation on the date of grant, as determined in accordance with
the 1995 Plan. Mr. Chase is ineligible to receive option grants
under the 1995 Plan since, in addition to serving as director, he
also serves as an officer of the Corporation.
To the extent shares remain available for grant, upon initial
election or appointment as a director, new non- employee directors
of the Corporation will each receive a grant of an option under the
1995 Plan for 3,000 shares of Common Stock. Furthermore, on each
anniversary of the Effective Date, each eligible non-employee
director, including any director who becomes a non-employee director
prior to such anniversary, shall be granted under the 1995 Plan an
option to purchase 1,000 shares of Common Stock. In each case, the
grant of additional options under the 1995 Plan is subject to the
person not serving at the time of grant as an officer or employee of
the Corporation or any of its subsidiaries, and having met the
eligibility requirements.
The option exercise period of options granted under the 1995 Plan is
ten years from the date of grant, subject to a six-month holding
period from the date of grant (or the date of shareholder approval
of the 1995 Plan, in the case of the initial grants). Options
granted under the 1995 Plan may be exercised only by the non-
employee director during his or her lifetime. Neither the option
nor any right thereunder may be transferred by the non-employee
director by operation of law or otherwise other than by will or the
laws of descent and distribution, or pursuant to a qualified
domestic relations order (as defined in the Code), and may not be
pledged or hypothecated or subject to execution, attachment or
similar process.
Adoption, Amendment, Suspension and Termination of the 1995 Plan.
The 1995 Plan shall be effective as of the date of adoption by the
Board, subject to approval of the 1995 Plan within one year of its
adoption by the Board by the affirmative votes of the holders of a
majority of the Stock of the Corporation present, or represented,
and entitled to vote at a meeting duly held in accordance with
applicable laws of the state of Massachusetts, provided, that upon
approval of the 1995 Plan by the stockholders of the Corporation,
all Options granted under the 1995 Plan on or after the Effective
Date shall be fully effective as if the stockholders had approved
the 1995 Plan on the Effective Date. Subject to the limitation
below, the Board may at any time suspend or terminate the 1995 Plan,
and may amend it from time to time in such respects as the board may
deem advisable; provided, however, the Board shall not amend the
1995 Plan in the following respects without the approval of
stockholders then sufficient to approve the 1995 Plan in the first
instance.
(a) To materially increase the maximum number of shares of Stock
that may be issued under the 1995 Plan;
(b) To materially modify the requirements as to eligibility for
participation in the 1995 Plan;
(c) To materially modify the Option Price.
No Option may be granted during any suspension or after the
termination of the 1995 Plan, and no amendment, suspension or
termination of the 1995 Plan shall without the Optionee's consent,
alter or impair any rights or obligations under any Stock Option
Agreement previously entered into under the 1995 Plan. This Plan
shall terminate ten years after the Effective Date unless previously
terminated. The formula provisions of this 1995 Plan shall not be
amended more than once in any six-month period other than to comport
with changes in the Internal Revenue Code of 1986, the Employee
Retirement Income Security Act of 1974, if applicable, or the rules
promulgated thereunder.
Federal Tax Aspects. The Corporation believes that the grant of an
option will not be a taxable event for the director or the
Corporation. Upon exercising an option, the director will recognize
ordinary income in an amount equal to the difference between the
exercise price and the fair market value of the stock on the date of
exercise. The Corporation will be entitled to a deduction in the
same amount and at the same time as the optionee recognizes ordinary
income. Upon a subsequent sale of the shares, the director will
have taxable gain or loss, measured by the difference between the
amount realized on the disposition and the tax basis of the shares
(generally, the amount paid for the shares plus the amount treated
as ordinary income at the time the option was exercised). If,
pursuant to an option agreement, the director surrenders shares of
Common Stock in payment of part or all of the exercise price for the
options, no gain or loss will be recognized with respect to the
shares surrendered and the director will be treated as receiving an
equivalent number of shares pursuant to the exercise of the option
in a non-taxable exchange. The difference between the aggregate
option exercise price and the aggregate fair market value of the
shares received pursuant to the exercise of the option will be taxed
as ordinary income, and the Corporation will be entitled to a
deduction in that amount.
The Board of Directors recommends a vote FOR adoption of the 1995
Plan, and unless otherwise directed, proxies will be voted in favor
of such adoption.
SHAREHOLDER RIGHTS PLAN
In 1989, the Corporation adopted a Shareholders Rights Plan, which
plan is intended to protect the interests of Shareholders in the
event the Corporation is confronted with a hostile takeover.
The Shareholder Rights Plan does not prevent an acquisition of the
Corporation on terms that are in the best interests of the
Shareholders. Under the terms of the Shareholder Rights Plan, the
Corporation has declared a dividend distribution of one Common Stock
Purchase Right for each outstanding share of Common Stock of the
Corporation to Shareholders of record as of January 2, 1990. A
Common Stock Purchase Right entitles a registered Shareholder to
purchase one share of Common Stock at an exercise price of $36 per
share, subject to adjustment. The Common Stock Purchase Right may
be exercised only upon the occurrence of certain events, including
an attempted hostile takeover, as described in the Shareholder
Rights Agreement. As of the record date, no Common Stock Purchase
Rights have been or are exercisable.
RATIFICATION OF THE SELECTION OF
CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte"), certified public accountants,
have served as auditors for the Corporation and as auditors for Park
West since 1994, and subject to ratification by the shareholders,
that firm has been chosen by the Board of Directors to act as the
Corporation's auditor for 1995. During 1994, Deloitte provided
audit services in connection with the examination of the financial
statements of the Corporation and Park West and other accounting
matters. Neither Deloitte nor any of its partners has any direct or
indirect financial interest in, or connection (other than as
independent auditor) with, the Corporation or Park West.
A representative of Deloitte & Touche LLP is expected to be present
at the Corporation's 1995 Annual Meeting of Shareholders. He/she
will have the opportunity to make a statement if he/she desires to
do so and will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the
selection of Deloitte & Touche LLP as the Corporation's auditor, and
unless otherwise directed, proxies will be voted in favor of this
selection.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of
the Corporation is not aware of any business to be presented at the
1995 Annual Meeting other than matters referred to in the Notice of
Annual Meeting and this Proxy Statement. If any other matters
properly come before the meeting, or any adjournment thereof, the
enclosed Proxy will be voted on such matters in accordance with the
recommendations of the Corporation's Board of Directors.
AGREEMENT WITH REGULATORY AUTHORITIES
Since March, 1992, Park West has been operating under a Formal Order
(the "Order") with the Federal Deposit Insurance Corporation (the
"FDIC") and the Commissioner of Banks for the Commonwealth of
Massachusetts (the "Commissioner"). As a result of the improved
financial condition of Park West the Order was removed on December
22, 1994 and replaced with a Memorandum of Understanding (the
"Memorandum"). The Memorandum requires Park West to take certain
actions to further strengthen the financial position of the Bank.
A description of the major provision of the Memorandum is contained
in the Corporation's 1994 Annual Report to Stockholders.
MISCELLANEOUS
The expense of this solicitation on behalf of the Board of Directors
will be paid by the Corporation. To the extent necessary in order
to assure sufficient representation of shareholders at the meeting,
officers and employees of the Corporation or Park West may
personally, by telephone or by other means, contact shareholders to
request the return of proxies. Banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward
the proxy material to beneficial owners in order to solicit
authorizations for the execution of proxies. The Corporation may,
upon request, reimburse such banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in
forwarding such material.
SHAREHOLDER PROPOSALS
Holders of the Common Stock of the Corporation who wish to submit
proposals to be considered at the next Annual Meeting of
Shareholders of the Corporation, which meeting is scheduled to be
held on April 17, 1996 must submit such proposals to the Corporation
on or before November 24, 1995.
ANNUAL REPORT
A copy of the Corporation's Annual Report for 1994 including
financial statements is enclosed. The Annual Report is not to be
regarded as proxy soliciting material.
By order of the Board of Directors
Robert J. Perlak
Clerk
Dated: March 22, 1995
NOTICE
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT
CHARGE BY ANY SHAREHOLDER OF THE CORPORATION UPON WRITTEN
REQUEST ADDRESSED TO JOHN M. LILLY, TREASURER, 225 PARK AVENUE, WEST
SPRINGFIELD, MASSACHUSETTS 01089-3310.
WESTBANK CORPORATION
PROXY FOR 1995 ANNUAL SHAREHOLDERS MEETING -- April 19, 1995 I, the
undersigned holder of common stock of Westbank Corporation, hereby
appoint Lloyd S. Hall and Joseph L. Rolak, or either of them, with
the power of substitution, proxies of the undersigned to vote the
shares of the undersigned at the 1995 Annual Meeting of Shareholders
of Westbank Corporation to be held at 9:00 A.M., April 19, 1995 at
the Carriage House at Storrowton Tavern, 1305 Memorial Avenue, West
Springfield, Massachusetts, and at any adjournment thereof, with all
the powers the undersigned would possess if personally present.
Said proxies are specifically authorized to vote as indicated below.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION
LISTED BELOW UNLESS AUTHORITY IS WITHHELD OR OTHERWISE INDICATED.
ALL PROXIES EXECUTED CORRECTLY WILL BE VOTED AS DIRECTED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS.
1. FIXING THE NUMBER OF DIRECTORS. To fix the number of Directors
of the Corporation at twelve (12).
FOR AGAINST ABSTAIN
2. ELECTION OF DIRECTORS. To elect the following Directors of the
Corporation for a three-year term until the 1998 Annual Meeting of
Shareholders.
Roland O. Archambault FOR AGAINST ABSTAIN
Donald R. Chase FOR AGAINST ABSTAIN
John E. Fitzgerald FOR AGAINST ABSTAIN
Russell Mawdsley FOR AGAINST ABSTAIN
To elect the following Director of the corporation for a
two-year term until the 1997 Annual Meeting of Shareholders.
Paul J. McKenna FOR AGAINST ABSTAIN
3. APPROVE AN AMENDMENT TO THE CORPORATION'S DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN. To increase the number of shares
of Common Stock reserved for issuance thereunder by 300,000
shares, to increase the maximum allowable purchase of the
Corporation's Common Stock to $10,000 per calendar quarter and
to amend the price of shares acquired under the Stock Purchase
Plan to 90% of the market value of the Corporation's Common Stock, or
the current book value of such shares, whichever is greater.
FOR AGAINST ABSTAIN
4. 1995 DIRECTORS' STOCK OPTION PLAN. To adopt the 1995 Directors'
Stock Option Plan, as set forth in Exhibit A to the Proxy Statement
of the Corporation for the 1995 Annual Meeting of Shareholders of
the Corporation.
FOR AGAINST ABSTAIN
5. SELECTION OF CERTIFIED PUBLIC ACCOUNTANTS. To ratify the
appointment, by the Board of Directors, of Deloitte & Touche
LLP as independent public accountants for the fiscal year
ending December 31, 1995.
FOR AGAINST ABSTAIN
6. OTHER BUSINESS. In their discretion, to act upon the
transaction of such other business as may properly come before
the meeting and any adjournment thereof.
Date:
(Signature of Shareholder)
(Signature if jointly held)
When signing as Attorney,
Executor, Administrator,
Trustee or Guardian, please
give full title. If more
than one Trustee, all should
sign. All joint owners must
sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
EXHIBIT A
WESTBANK CORPORATION
1995 DIRECTORS' STOCK OPTION PLAN
1. Name and Purpose.
1.1 This plan is the 1995 WESTBANK CORPORATION DIRECTORS' STOCK
OPTION PLAN (the "1995 Plan").
1.2 The purposes of the 1995 Plan are to enhance the
Corporation's ability to attract and retain highly qualified
individuals to serve as members of the Corporation's Board of
Directors and to provide additional incentives to Non-Employee
Directors to promote the success of the Corporation. The 1995 Plan
provides Non-Employee Directors of the Corporation an opportunity to
purchase shares of the Stock of the Corporation pursuant to Options.
Options granted under the 1995 Plan shall not constitute "incentive
stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1983, as amended.
1.3 This 1995 Plan is intended to constitute a "formula plan"
and the Non-Employee Directors are intended to be "disinterested
administrators" of the 1985 Stock Option Plan for Key Employees, and
any other stock option plan adopted by the Corporation or any of its
subsidiaries for purposes of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. Definitions.
For purposes of interpreting the 1995 Plan and related
documents (including Stock Option Agreements), the following
definitions shall apply:
2.1 "Board" means the Board of Directors of the Corporation.
2.2 "Corporation" means Westbank Corporation, a Massachusetts
corporation.
2.3 "Director" means a member of the Corporation's Board.
2.4 "Effective Date" means the date the 1995 Plan was adopted
by the Board, which date is February 15, 1995.
2.5 "Exercise Price" means the Option Price multiplied by the
number of shares of Stock purchased pursuant to exercise of an
Option.
2.6 "Expiration Date" means the tenth anniversary of the Grant
Date, or, if earlier, the termination of the Option pursuant to
Section 4.2(c).
2.7 "Fair Market Value" means the value of each share of Stock
subject to the 1995 Plan determined as follows: If on the Grant Date
or other determination date the Stock is listed on an established
national or regional stock exchange, is admitted to quotation on the
National Association of Securities Dealers Automated Quotations
System, or is publicly traded on an established securities market,
the Fair Market Value of the Stock shall be the closing price of the
Stock on such exchange or in such market (the highest such closing
price if there is more than one such exchange or market) on the
trading day immediately preceding the Grant Date or other
determination date (or, if there is no such reported closing price,
the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such
trading day), or, if no sale of the Stock is reported for such
trading, on the next preceding day on which any sale shall have been
reported. If the Stock is not listed on such an exchange, quoted on
such System or traded on such a market, Fair Market Value shall be
determined by the Board in good faith.
2.8 "Grant Date" means the date on which an Option takes effect
pursuant to Section 7 of the 1995 Plan.
2.9 "Non-Employee Director" means the member of the
Corporation's Board who is not otherwise an officer or employee of
the corporation or any of its subsidiaries.
2.10 "Option" means any option to purchase one or more shares
of Stock pursuant to the 1995 Plan.
2.11 "Optionee" means a person who holds an Option under the
1995 Plan.
2.12 "Option Period" means the period during which Options may
be exercised as defined in Section 9.
2.13 "Option Price" means the purchase price for each share of
Stock subject to an Option.
2.14 "1933 Act" means the Securities Act of 1933, as now in
effect or as hereafter amended.
2.15 "Stock" means the common stock, par value $2.00 per share,
of the Corporation.
2.16 "Stock Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.
2.17 "Attendance Requirement" shall mean a Director's
attendance at seventy-five percent (75%) or more of the aggregate
of: (i) the total number of meetings of the Board of Westbank held
during the twelve (12) full calendar months immediately preceding a
Grant Date; and (ii) the total number of meetings held by all
committees of the Board of Westbank on which the Director served
during the twelve (12) full calendar months immediately preceding a
Grant Date. Notwithstanding the above, however, a Director's
failure to attend a meeting of the Board or a committee of the Board
shall not be counted in determining the percentage of meetings
attended by the Director if the Director presents to the Clerk of
Westbank a letter which is signed by a physician licensed to
practice medicine in any state and which states (under penalty of
false statement) that the Director was unable to attend the meeting
for bona fide medical reasons.
3. Administration of the 1995 Plan.
The 1995 Plan shall be administered by the Non-Employee
Directors. The Non-Employee Directors' responsibilities under the
1995 Plan shall be limited to taking all legal actions necessary to
document the Options provided herein, to maintain appropriate
records and reports regarding those Options, and to take all acts
authorized by this 1995 Plan.
4. Stock Subject to the 1995 Plan.
4.1 Subject to adjustments made pursuant to Section 4.2, the
maximum number of shares of Stock which may be issued pursuant to
the 1995 Plan shall not exceed 125,000. If any Option expires,
terminates or is canceled for any reason before it is exercised in
full, the shares of Stock that were subject to the unexercised
portion of the Option shall be available for future Options granted
under the 1995 Plan.
4.2 (a) If the outstanding shares of Stock are increased or
decreased or changed into or exchanged for a different number or
kind of shares of other securities of the Corporation by reason of
any recapitalization, reclassification, stock split, combination of
shares, exchange of shares, stock dividend or other distribution
payable on capital stock, or other increase or decrease in such
shares effected without receipt of consideration by the Corporation,
occurring after the effective date of the 1995 Plan, the number and
kinds of shares for the purchase of which Options may be granted
under the 1995 Plan shall be adjusted proportionately and
accordingly by the Corporation. In addition, the number and kind of
shares for which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest
of the holder of the Option immediately following such event shall,
to the extent practicable, be the same as immediately prior to such
event. Any such adjustments in outstanding Options shall not change
the aggregate Option Price payable with respect to shares subject to
the unexercised portion of the Option outstanding but shall include
a corresponding proportionate adjustment in the Option Price per
share.
(b) Subject to Subsection (c) hereof, if the Corporation shall
be the surviving corporation in any reorganization, merger or
consolidation of the Corporation with one or more other
corporations, any Option theretofore granted pursuant to the 1995
Plan shall pertain to and apply to the securities to which a holder
of the number of shares of Stock subject to such Option would have
been entitled immediately following such reorganization, merger or
consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter
shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such
reorganization, merger or consolidation.
(c) Upon the dissolution or liquidation of the Corporation, or
upon a merger, consolidation or reorganization of the Corporation
with one or more other corporations in which the Corporation is not
the surviving corporation, or upon a sale of all or substantially
all of the assets of the Corporation to another corporation, or upon
any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving
corporation) approved by the Board which results in any person or
entity owning 80 percent or more of the combined voting power of all
classes of stock of the Corporation, the 1995 Plan and all Options
outstanding hereunder shall terminate, except to the extent
provision is made in writing in connection with such transaction for
the continuation of the 1995 Plan, the assumption of the Options
theretofore granted, or for the substitution for such Options of new
Options covering the stock of a successor corporation or a parent or
subsidiary thereof, with appropriate adjustments as to the number
and kinds of shares and exercise prices, in which event the 1995
Plan (if applicable) and Options theretofore granted shall continue
in the manner and under the terms so provided. In the event of any
such termination of the 1995 Plan and Options, each individual
holding an Option shall have the right immediately prior to the
occurrence of such termination and during such period occurring
prior to such termination as the Board in its sole discretion shall
determine and designate, to exercise such Option to the extent that
such Option was otherwise exercisable at the time such termination
occurs. The Board shall send written notice of an event that will
result in such a termination to all individuals who hold Options not
later than the time at which the Corporation gives notice thereof to
its stockholders.
(d) Adjustments under this Section 4.2 related to Stock or
other securities of the Corporation shall be made by the Board,
whose determination in that respect shall be final, binding, and
conclusive. No fractional shares of Stock or units of other
securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in
each case by rounding downward to the nearest whole share or unit.
(e) The grant of an Option pursuant to the 1995 Plan shall not
affect or limit in any way the right of power of the Corporation to
make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge, consolidate, dissolve
or liquidate, or to sell or transfer all or any part of its business
assets.
5. Eligibility.
Eligibility under this 1995 Plan is limited to Non-Employee
Directors of the Corporation who have: (i) been a member of the
Board of Directors of Westbank for at least twelve (12) months; and
(ii) satisfied the Attendance Requirements.
6. The Option Price.
The Option Price of the Stock covered by each Option granted
under this 1995 Plan shall be the greater of the Fair Market Value
or the par value of such Stock on the Grant Date. The Option Price
shall be subject to adjustment as provide in Section 4.2 hereof.
7. Number of Shares and Grant Dates.
On the Effective Date, each eligible Non-Employee Director then
serving on the Board shall be granted an Option to purchase 3,000
shares of Stock at the price and upon the other terms and conditions
specified in the 1995 Plan. Thereafter, subject to the availability
of shares, upon satisfying the eligibility requirements defined in
Section 5 of this 1995 Plan, each Non-Employee Director so elected
or appointed shall be granted an option to purchase 3,000 shares of
Stock, and on each anniversary of the Effective Date, each eligible
Non-Employee Director, shall be granted under this 1995 Plan an
Option to purchase 1,000 shares of Stock, at the price and upon the
other terms and conditions specified in the 1995 Plan.
8. Vesting of Options.
Subject to the provisions of Section 9, Options shall be vested
upon the respective Grant Date (but shall not be exercisable before
approval of the 1995 Plan by stockholders).
9. Option Period.
An Option shall be exercisable only during the Option Period.
The Option Period shall commence six months after the later of (i)
the Grant Date or (ii) the date on which the 1995 Plan is approved
by the stockholders of the Corporation and shall end at the close of
business on the Expiration Date. Termination of the Optionee's
status as a Director for any reason shall not cause an Option to
terminate.
10. Timing and Method of Exercise.
Subject to the limitations of Sections 8 and 9, an Optionee
may, at any time, exercise an Option with respect to all or any part
of the shares of Stock then subject to such Option by giving the
Corporation written notice of exercise, specifying the number of
shares as to which the Option is being exercised. Such notice shall
be addressed to the Clerk of the Corporation at its principal
office, and shall be effective when actually received (by personal
delivery, fax or other delivery) by the Clerk of the Corporation.
Such notice shall be accompanied by an amount equal to the Exercise
Price of such shares, in the form of any one or combination of the
following: cash or cash equivalents, or shares of Stock valued at
Fair Market Value in accordance with the 1995 Plan. If shares of
Stock that are acquired by the Optionee through exercise of an
Option or an option issued under an Other Plan are surrendered in
payment of the Exercise Price of Options, the Stock surrendered in
payment must have been (i) held by the Optionee for more than six
months at the time of surrender, or (ii) acquired under an Option
granted not less than six months prior to the time of surrender.
However, payment in full of the Exercise Price need not accompany
the written notice of exercise provided the notice of exercise
directs that the Stock certificate or certificates for the shares
for which the Option is exercised be delivered to a licensed broker
acceptable to the Corporation as the agent for the individual
exercising the Option and, at the time such Stock certificate or
certificates are delivered, the broker tenders to the Corporation
cash (or cash equivalents acceptable to the Corporation) equal to
the Exercise Price.
11. No Stockholder Rights under Option.
No Optionee shall have any of the rights of a stockholder with
respect to the shares of Stock subject to an Option except to the
extent the certificates for such shares shall have been issued upon
the exercise of the Option.
12. Continuation of Service.
Nothing in the 1995 Plan shall confer upon any person any right
to continue to serve as a Director.
13. Stock Option Agreement.
Each Option granted pursuant to the 1995 Plan shall be
evidenced by a written Stock Option Agreement notifying the Optionee
of the grant incorporating the terms of this 1995 Plan. The Stock
Option Agreement shall be executed by the Corporation and the
Optionee.
14. Withholding.
The Corporation shall have the right to withhold, or require an
Optionee to remit to the Corporation, an amount sufficient to
satisfy any applicable federal, state, local or foreign withholding
tax requirements imposed with respect to exercise of Options. To
the extent permissible under applicable tax, securities, and other
laws, the Corporation may satisfy a tax withholding requirement by
applying shares of Stock to which the Optionee is entitled as a
result of the exercise of an Option to satisfy withholding
requirements under this Section 14.
15. Non-transferability of Options.
Each Option granted pursuant to this 1995 Plan shall, during
Optionee's lifetime, be exercisable only by Optionee, and neither
the Option nor any right thereunder shall be transferable by the
Optionee by operation of law or otherwise other than by will or the
laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined in Section 414(p)(1)(B) of the
Internal Revenue Code of 1986, as amended and shall not be pledged
or hypothecated (by operation of law or otherwise) or subject to
execution, attachment or similar processes.
16. Use of Proceeds.
Cash proceeds realized from the sale of Stock pursuant to
Options granted under the 1995 Plan shall constitute general funds
of the Corporation.
17. Adoption, Amendment, Suspension and Termination of the 1995 Plan.
17.1 The 1995 Plan shall be effective as of the date of
adoption by the Board, subject to approval of the 1995 Plan within
one year of its adoption by the Board by the affirmative votes of
the holders of a majority of the Stock of the Corporation present,
or represented, and entitled to vote at a meeting duly held in
accordance with applicable laws of the state of Massachusetts,
provided, that upon approval of the 1995 Plan by the stockholders of
the Corporation, all Options granted under the 1995 Plan on or after
the Effective Date shall be fully effective as if the stockholders
had approved the 1995 Plan on the Effective Date.
17.2 Subject to the limitation of Section 17.4, the Board may
at any time suspend or terminate the 1995 Plan, and may amend it
from time to time in such respects as the Board may deem advisable;
provided, however, the Board shall not amend the 1995 Plan in the
following respects without the approval of stockholders then
sufficient to approve the 1995 Plan in the first instance:
(a) To materially increase the maximum number of shares of
Stock that may be issued under the 1995 Plan.
(b) To materially modify the requirements as to eligibility for
participation in the 1995 Plan.
(c) To materially modify the Option Price for any reason other
than those listed in Section 4.2.
17.3 No Option may be granted during any suspension or after
the termination of the 1995 Plan, and no amendment, suspension or
termination of the 1995 Plan shall without the Optionee's consent,
alter or impair any rights or obligations under any Stock Option
Agreement previously entered into under the 1995 Plan. This 1995
Plan shall terminate ten years after the Effective Date unless
previously terminated pursuant to Section 4.2 or by the Board
pursuant to this Section 17.
17.4 Notwithstanding the provisions of Section 17.2, the
formula provisions of this 1995 Plan shall not be amended more than
once in any six-month period other than to comport with changes in
the Internal Revenue Code of 1986, the Employee Retirement Income
Security Act of 1974, if applicable, or the rules promulgated
thereunder.
18. Requirements of Law.
18.1 The Corporation shall not be required to sell or issue any
shares of Stock under any Option if the sale or issuance of such
shares would constitute a violation by the individual exercising the
Option or the Corporation of any provisions of any law or regulation
of any governmental authority, including without limitation any
federal or state securities laws or regulations. Specifically in
connection with the 1933 Act, upon exercise of any Option, unless a
registration statement under such Act is in effect with respect to
the shares of Stock covered by such Option, the Corporation shall
not be required to sell or issue such shares unless the Board has
received evidence satisfactory to the Board that the holder of such
Option may acquire such shares pursuant to an exemption from
registration under such Act. Any determination in this connection
by the Board shall be final, binding, and conclusive. The
Corporation may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the 1933 Act. The Corporation
shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or the issuance of shares pursuant
thereto to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable unless and until
the shares of Stock covered by such Option are registered or are
subject to an available exemption from registration, the exercise of
such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an
exemption.
18.2 The intent of this 1995 Plan is to qualify for the
exemption provided by Rule 16b-3 under the Exchange Act. To the
extent any provision of the 1995 Plan or action by the 1995 Plan
administrators does not comply with the requirements of Rule 16b-3,
it shall be deemed inoperative, to the extent permitted by law and
deemed advisable by the 1995 Plan administrators, and shall not
affect the validity of the 1995 Plan. In the event Rule 16b-3 is
revised or replaced, the Board may exercise discretion to modify the
1995 Plan in any respect necessary to satisfy the requirements of
the revised exemption or its replacement.
19. Governing Law.
The validity, interpretation and effect of this 1995 Plan, and
the rights of all persons hereunder, shall be governed by and
determined in accordance with the laws of Massachusetts, other than
the choice of law rules thereof.
