EXHIBIT 99.1
PIONEER AMERICAN HOLDING COMPANY CORP. STOCK OPTION PLAN,
AS ASSUMED BY NBT BANCORP INC.
NBT BANCORP INC. HAS ADOPTED THE FOLLOWING STOCK OPTION PLAN TO FULFILL
CERTAIN OF ITS OBLIGATIONS UNDER THE AGREEMENT AND PLAN OF MERGER AMONG NBT, ITS
SUBSIDIARY LEVON ACQUISITION COMPANY AND PIONEER AMERICAN HOLDING COMPANY CORP.
("PIONEER AMERICAN"). UPON COMPLETION OF THE MERGER ON JULY 1, 2000, NBT ASSUMED
THE PIONEER AMERICAN STOCK OPTION PLAN AND THE STOCK OPTIONS GRANTED UNDER THE
PLAN THAT WERE OUTSTANDING AT THE EFFECTIVE TIME OF THE MERGER. THE PLAN THAT
FOLLOWS REFLECTS THE STOCK OPTION PLAN OF PIONEER AMERICAN BUT HAS BEEN MODIFIED
FROM THAT PLAN TO SATISFY THE REQUIREMENTS OF THE AGREEMENT AND PLAN OF MERGER.
1. Purpose of Plan:
The purpose of the Stock Option Plan (the "Plan") contained herein is
to provide additional incentive to officers and key employees of Pioneer
American Holding Company Corp. (the "Company") and each present or future parent
or subsidiary corporation by encouraging them to invest in shares of the
Company's Common Stock and thereby acquire a proprietary interest in the Company
and an increased personal interest in the Company's continued success and
progress, to the mutual benefit of directors, employees and stockholders.
2. Aggregate Number of Shares:
81,450 shares of the Common Stock (par value $0.01 per share) of NBT
Bancorp Inc. ("Common Stock") shall be the aggregate number of shares which may
be issued under this Plan. Notwithstanding the foregoing, in the event of any
change in the outstanding shares of the Common Stock by reason of a stock
dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee, hereinafter referred to, deems in its sole discretion to
be similar circumstances, the aggregate number and kind of shares which may be
issued under this Plan shall be appropriately adjusted in a manner determined in
the sole discretion of the Compensation Committee. Reacquired shares Common
Stock, as well as unissued shares, may be used for the purpose of this Plan.
3. Class of Persons Eligible to Receive Options:
All officers and key employees of the Company and of any present or
future Company parent or subsidiary corporation are eligible to receive an
option or options under this Plan. The individuals who shall, in fact, receive
an option or options shall be selected by the Compensation Committee hereinafter
referred to, in its sole discretion, except as otherwise specified in Section 4
hereof.
4. Administration of Plan:
(a) This Plan shall be administered by the Compensation Committee
(the "Committee") appointed by the Board of Directors. The Committee shall
consist of a minimum of three and a maximum of seven members of the Board of
Directors, each of whom shall be a "disinterested person" as defined in Rule
16b-3(d)(3) under the Securities Exchange Act of 1934, as amended, of the
Securities and Exchange Commission (hereafter the "SEC") or any future
corresponding rule. The Committee shall, in addition to its other authority and
subject to the provisions of this Plan, determine which individuals are eligible
to receive options under this Plan, which individuals shall in fact be granted
an option or options, whether the option shall be an incentive stock option or a
non-qualified stock option, the number of shares to be subject to each of the
options, the time or times at which the options shall be granted, the rate of
option exercisability, and, subject to Section 5 hereof, the price at which each
of the options is exercisable and the duration of the option.
1
<PAGE>
(b) The Committee shall adopt such rules for the conduct of its
business and administration of this Plan as it considers desirable. A majority
of the members of the Committee shall constitute a quorum for all purposes. The
vote or written consent of a majority of the members of the Committee on a
particular matter shall constitute the act of the Committee on such matter. The
Committee shall have the right to construe the Plan and the options issued
pursuant to it, to correct defects and omissions and to reconcile
inconsistencies to the extent necessary to effectuate the Plan and the options
issued pursuant to it, and such action shall be final, binding and conclusive
upon all parties concerned. No member of the Committee or the Board of Directors
shall be liable for any act or omission (whether or not negligent) taken or
omitted in good faith, or for the exercise of an authority or discretion granted
in connection with the Plan to a Committee or the Board of Directors, or for the
acts or omissions of any other members of a Committee or the Board of Directors.
Subject to the numerical limitations on Committee membership set forth in
Section 4(a) hereof, the Board of Directors may at any time appoint additional
members of the Committee and may at any time remove any member of the Committee
with or without cause. Vacancies in the Committee, however caused, may be filled
by the Board of Directors, if it so desires.
5. Incentive Stock Options and Non-Qualified Stock Options:
(a) Options issued pursuant to this Plan may be either Incentive
Stock Options granted pursuant to Section 5(b) hereof or Non-Qualified Stock
Options granted pursuant to Section 5(c) hereof, as determined by the Committee.
An "Incentive Stock Option" is an option which satisfies all of the requirements
of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations thereunder, and a Non-Qualified Stock Option is an option
which does not satisfy all of those requirements. The Committee may grant both
an Incentive Stock Option and a Non-Qualified Stock Option to the same person,
or more than one of each type of option to the same person. The option price for
Incentive Stock Options and Non-Qualified Stock Options issued under this Plan
shall be equal at least to the fair market value, as determined by the Committee
in accordance with its interpretation of the requirements of Section 422A of the
Code and the regulations thereunder, of the Company's Common Stock on the date
of the grant of the option.
(b) Incentive Stock Options issued pursuant to this Plan shall be
issued substantially in the form set forth in Appendix I hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Incentive Stock
Options shall not be exercisable after the expiration of ten years from the date
such options are granted, unless terminated earlier under the terms of the
option. At the time of the grant of an Incentive Stock Option hereunder, the
Committee may, in its discretion, modify or amend any of the option terms
contained in Appendix I for any particular optionee, provided that the option as
modified or amended satisfies the requirements of Section 422A of the Code and
the regulations thereunder. Each of the options granted pursuant to this Section
5(b) is intended, if possible, to be an "Incentive Stock Option" as that term is
defined in Section 422A of the Code and the regulations thereunder. In the event
this Plan or any option granted pursuant to this Section 5(b) is in any way
inconsistent with the applicable legal requirements of the Code or the
regulations thereunder for an Incentive Stock Option, this Plan and such option
shall be deemed automatically amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.
(c) Non-Qualified Stock Options issued pursuant to this Plan shall
be issued substantially in the form set forth in Appendix II hereof, which form
is hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Non-Qualified Stock
Options shall expire ten years and ten days after the date they are granted,
unless terminated earlier under the option terms. At the time of granting a
Non-Qualified Stock Option hereunder, the Committee may, in its discretion,
modify or amend any of the option terms contained in Appendix II for any
particular optionee, provided that the option as modified or amended does not
expire more than ten years and ten days from the date of its grant.
(d) Neither the Company nor any of its current or future parents,
subsidiaries or affiliates, nor their officers, directors, stockholders, stock
option plan committees, employees or agents shall have any liability to any
2
<PAGE>
optionee in the event (i) an option granted pursuant to Section 5(b) hereof does
not qualify as an "Incentive Stock Option" as that term is used in Section 422A
of the Code and the regulations thereunder; (ii) any optionee does not obtain
the tax benefits of such an Incentive Stock Option; or (iii) any option granted
pursuant to Section 5(c) hereof is an "Incentive Stock Option."
6. Modification, Amendment, Suspension and Termination:
Options shall not be granted pursuant to this Plan after the expiration
of ten years from the date the Plan is adopted by the Board of Directors of the
Company. The Board of Directors reserves the right at any time, and from time to
time, to modify or amend this Plan in any way, or to suspend or terminate it,
effective as of such date, which date may be either before or after the taking
of such action, as may be specified by the Board of Directors; provided,
however, that such action shall not affect options granted under the Plan prior
to the actual date on which such action occurred. If a modification or amendment
of this Plan is required by the Code or the regulations thereunder to be
approved by the stockholders of the Company in order to permit the granting of
"Incentive Stock Options" (as that term is defined in Section 422A of the Code
and regulations thereunder) pursuant to the modified or amended Plan, such
modification or amendment shall also be approved by the stockholders of the
Company in such manner as is prescribed by the Code and the regulations
thereunder. If the Board of Directors voluntarily submits a proposed
modification, amendment, suspension or termination for stockholder approval,
such submission shall not require any future modifications, amendments (whether
or not relating to the same provision or subject matter), suspensions or
terminations to be similarly submitted for stockholder approval.
7. Effectiveness of Plan:
This Plan shall become effective on the date of its adoption by the
Company's Board of Directors, subject however to approval by the holders of the
Company's Common Stock in the manner as prescribed in the Code and the
regulations thereunder. Options may be granted under this Plan prior to
obtaining stockholder approval, provided such options shall not be exercisable
until stockholder approval is obtained.
8. General Conditions:
(a) Nothing contained in this Plan or any option granted pursuant
to this Plan shall confer upon any employee the right to continue in the employ
of the Company or any affiliated or subsidiary corporation or interfere in any
way with the rights of the Company or any affiliated or subsidiary corporation
to terminate his employment in any way.
(b) Corporate action constituting an offer of stock for sale to
any employee under the terms of the options to be granted hereunder shall be
deemed complete as of the date when the Committee authorizes the grant of the
option to the employee, regardless of when the option is actually delivered to
the employee or acknowledged or agreed to by him.
(c) The term "parent corporation" and "subsidiary corporation" as
used throughout this Plan, and the options granted pursuant to this Plan, shall
(except as otherwise provided in the option form) have the meaning that is
ascribed to that term when contained in Section 422A(b) of the Code and the
regulations thereunder, and the Company shall be deemed to be the grantor
corporation for purposes of applying such meaning.
(d) References in this Plan to the Code shall be deemed to also
refer to the corresponding provisions of any future United States revenue law.
(e) The use of the masculine pronoun shall include the feminine
gender whenever appropriate.
3
