As filed with the Securities and Exchange Commission on August 14, 1995
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CFX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New Hampshire 02-0402421
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
102 Main Street
Keene, New Hampshire 03431
(603)352-2502 (Zip Code)
(Address of Principal
Executive Offices)
CFX CORPORATION
1995 STOCK OPTION PLAN
(Full title of the Plan)
Peter J. Baxter
President and Chief Executive Officer
CFX Corporation
102 Main Street
Keene, New Hampshire 03431
(603) 352-2502
(Name, Address, Telephone Number, Including Area Code
of Agent for Service of Process)
Copy of Communications to:
Paul C. Remus, Esquire
Devine, Millimet & Branch
Professional Association
111 Amherst Street
Manchester, New Hampshire 03105
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Securities Amount to Maximum Offering Aggregate Amount of
to be Registered be Registered Price Per Share(1) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock
66 2/3 cents par value,
Issued Pursuant 337,500 $17.31 $5,842,969 $2,014.82
to 1995 Stock Option Shares
Plan
<FN>
(1) Calculated in accordance with Rule 457(h)(1) and Rule 457(c) on the
basis of the average of the high ($17 5/8) and low ($16 3/4) prices of the
Common Stock of CFX Corporation on August 10, 1995 reported on the
American Stock Exchange.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in and made a part of
this registration statement by reference as of their respective dates:
(1) The Registrant's Annual Report filed on Form 10-K for the fiscal
year ended December 31, 1994.
(2) The Registrant's Quarterly Report filed on Form 10-Q for the
quarter ended March 31, 1995.
(3) The Registrants's Current Report on Form 8-K filed on June 19,
1995.
(4) The description of the Registrant's Common Stock contained in a
Registration Statement filed by Cheshire Financial Corporation (now known as
CFX Corporation) on Form 8-A, dated November 3, 1990, and any amendment or
report filed for the purpose of updating such description.
All documents hereinafter filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 ("1934 Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
A description of the Registrant's Common Stock to be offered is not
provided in this registration statement because such class of the
Registrant's securities is registered under Section 12 of the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
Neither the Registrant's independent auditors, Wolf & Company, P.C. and
Ernst & Young LLP, nor the Registrant's counsel, Devine, Millimet & Branch,
Professional Association, nor any individual employed by or associated with
such firm or individual in a professional capacity, was employed by the
Registrant in connection with matters described in this registration
statement on a contingent basis or has, or is to receive in connection with
the offering, a substantial interest, direct or indirect, in the Registrant
or any of its subsidiaries or was connected with the Registrant or any of its
subsidiaries as a promoter, managing underwriter (or any principal
underwriter, if there are no managing underwriters), voting trustee,
director, officer or employee.
Item 6. Indemnification of Directors and Officers.
Under New Hampshire law, a corporation has the power to indemnify any
director or officer or former director or officer of the corporation, or any
person who may have served, at its request, as a director of officer of
another corporation, against expenses actually and reasonably incurred by him
in connection with any threatened, pending or completed action, suit or
proceeding, civil, criminal, administrative or investigative, in which he is
a party or is threatened to be made a party by reason of being or having been
such director or officer, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Registrant's By-Laws contain the following provision in connection
with indemnification of directors and officers.
Any person, or the heirs, executors, or administrators of any
such person, who has been made a party to any action, suit or proceeding
by reason of the fact that such party, or person whose legal representa-
tive or successor such party is, was or is a director, officer or
employee of the Corporation or of any corporation, partnership, firm
or organization which that person serves or has served in any such
capacity at the request of the Corporation, may be indemnified and
reimbursed by the Corporation for expenses, including attorneys' fees,
and for such amount of any judgement, money decree, fine, penalty or
settlement for which that person may have become liable as the Board of
Directors may deem reasonable, but only to the extent actually incurred
by such person in connection with the defense or the reasonable
settlement of any such action, suit or proceeding, or any appeal
therein; provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter as to which such party, or the
person whose legal representative or successor such party is, is finally
adjudged in such action, suit or proceeding not to have acted in good
faith in the reasonable belief that the action or failure to act of the
person was in the best interest of the Corporation; and provided further
that no person shall be so indemnified or reimbursed in respect of any
such action, suit or proceeding which has been made the subject of a
compromise settlement except with the approval of a court of competent
jurisdiction or a majority of the Board of Directors exclusive of those
Directors who are parties to the same or substantially the same action,
suit or proceeding. The foregoing right of indemnification and
reimbursement shall not be exclusive of other rights of indemnification
and reimbursement shall not be exclusive of other rights to which such
person, or the heirs, executors or administrators of that person may be
entitled as a matter of law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
As no restricted securities will be reoffered or resold pursuant to
this registration statement, this item is not applicable.
Item 8. Exhibits.
Exhibit Index
Number Exhibit
*4.1 Articles of Incorporation and By-Laws of CFX Corporation,
as amended.
5.1 and 23.1 Opinion and Consent of Devine, Millimet & Branch,
Professional Association
10.1 Lease dated February 14, 1995, by and between Duffy Wall
Street L.L.C. and CFX Bank.
23.2 Consent of Wolf & Company, P.C.
23.3 Consent of Ernst & Young LLP
24.l Power of Attorney (See page preceding Signature Page)
99.1 CFX Corporation 1995 Stock Option Plan
99.2 Stock Option Agreement Forms
99.2.1 Form of Incentive Stock Option Agreement
99.2.2 Form of Non-Qualifying Stock Option Agreement
99.3 List of Companies Whose Employees are Eligible to Participate
in CFX Corporation 1995 Stock Option Plan
* Incorporated herein by reference to Exhibit 3 to the Registration
Statement on Form S-4 of the Registrant, No. 33-56875 effective January 13,
1995.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to the extent that the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
POWER OF ATTORNEY
Each of CFX Corporation (the "Company") and the undersigned Officers and
Directors thereof whose signatures appear below hereby makes, constitutes and
appoints Peter J. Baxter and Mark A. Gavin and each of them acting
individually, its and his or her true and lawful attorneys with power to act
without any other and with full power of substitution, to execute, deliver
and file in its or his or her name and on its or his or her behalf, and in
each of the undersigned Officers' and Directors' capacity or capacities shown
below, this Registration Statement and any and all documents in support of
this Registration Statement or supplemental thereto, and any and all
amendments, including any and all post-effective amendments to the foregoing;
and each of the Company and said Officers and Directors hereby grants to said
attorneys, and to any one or more of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorneys or attorney
may deem necessary or advisable to carry out fully the intent of this Power
of Attorney to the same extent and with the same effect as the Company might
or could do, and as each of said Officers and Directors might or could do
personally in his or her capacity or capacities as aforesaid, and each of the
Company and said Officers and Directors hereby ratifies, confirms and
approves all acts and things which said attorneys or attorney might do or
cause to be done by virtue of this Power of Attorney and its or his or her
signature as the same may be signed by said attorneys or attorney, or any one
or more of them to this Registration Statement and any and all amendments
thereto, including any and all post-effective amendments to the foregoing.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
signed on its behalf, and each of the undersigned Officers and Directors
thereof in the capacity or capacities noted has hereunto set his or her hand,
on the dates indicated below.
CFX CORPORATION
Dated: June 13, 1995 By: /s/ Peter J. Baxter
Peter J. Baxter, President and
Chief Executive Officer
Name Title Date
/s/ Richard B. Baybutt Director June 13, 1995
Richard B. Baybutt
/s/ Peter J. Baxter Director June 13, 1995
Peter J. Baxter President and Chief
Executive Officer
(Principal
Executive Officer)
/s/ Christopher V. Bean Director June 13, 1995
Christopher V. Bean
/s/ Calvin L. Frink Director June 13, 1995
Calvin L. Frink Executive Vice
President
/s/ Eugene E. Gaffey Director June 13, 1995
Eugene E. Gaffey
/s/ Mark A. Gavin Chief Financial June 13, 1995
Mark A. Gavin Officer (Principal
Financial Officer)
/s/ Elizabeth Sears Hager Director June 13, 1995
Elizabeth Sears Hager
/s/ Douglas S. Hatfield, Jr. Director June 13, 1995
Douglas S. Hatfield, Jr.
/s/ Phillip A. Mason Director June 13, 1995
Phillip A. Mason
/s/ Emerson H. O'Brien Director June 13, 1995
Emerson H. O'Brien
/s/ L. William Slanetz Director June 13, 1995
L. William Slanetz
/s/ Gregg R. Tewksbury Corporate Controller June 13, 1995
Gregg R. Tewksbury (Principal Accounting
Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Keene, State of New Hampshire on
July 21, 1995.
CFX CORPORATION
By: /s/
Mark A. Gavin, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
........................................................
Principal Executive Officer: :
:
Peter J. Baxter, President and Chief Executive Officer :
:
Principal Financial Officer: :
:
Mark A. Gavin, Chief Financial Officer :
:
Principal Accounting Officer: :
:
Gregg R. Tewksbury, Corporate Controller :\ By /s/_______________
:/ Mark A. Gavin
Directors: : Chief Financial
: Officer
Richard B. Baybutt :
Peter J. Baxter :
Christopher V. Bean :
Calvin L. Frink :
Eugene E. Gaffey :
Elizabeth Sears Hager :
Douglas S. Hatfield, Jr. :
Phillip A. Mason :
Emerson H. O'Brien :
L. William Slanetz :
........................................................
</TABLE>
DEVINE MILLIMET & BRANCH
PROFESSIONAL ASSOCIATION - ATTORNEYS AT LAW
Victory Park
111 Amherst Street
Box 719
Manchester, NH 03105
Tel: 603-669-1000
Fax: 603-669-8547
August 14, 1995
CFX Corporation
102 Main Street
Keene, NH 03431
Ladies and Gentlemen:
We have acted as counsel to CFX Corporation (the "Company") in
connection with the adoption by the Company of the CFX Corporation 1995
Stock Option Plan (the "Plan") pursuant to which the Company will issue
not more than 337,500 shares of the Company's Common Stock, 66 2/3 cents
par value (the "CFX Common Stock") in accordance with the provisions of
the Plan.
Prior to rendering this opinion, we have reviewed such
certificates, documents and records as we have deemed necessary for the
purposes hereof, including the following:
a. Copies of the Articles of Incorporation and the Bylaws of the
Company as now in effect;
b. The Registration Statement on Form S-8 relating to the CFX
Common Stock to be issued pursuant to the Plan being filed
with the Securities and Exchange Commission contemporaneously
herewith and the exhibits thereto (the "Registration
Statement");
c. Resolutions adopted by the Board of Directors of the Company
adopting the Plan and authorizing the issuance of the CFX
Common Stock pursuant thereto; and
d. The minutes of the Annual Meeting of Shareholders of the
Company held on April 19, 1995, at which the shareholders of
the Company voted to ratify the adoption of the Plan.
Based upon the foregoing and such other investigation as we have
deemed necessary, it is our opinion that when the Registration Statement
shall have become effective pursuant to the provisions of the Securities
Act of 1933 and when the CFX Common Stock shall have been issued and
delivered and the consideration therefor shall have been received by the
Company, all in accordance with the provisions of the Plan, the CFX
Common Stock will be validly issued, fully paid and non-assessable.
We understand that this opinion is to be used in connection with
the Registration Statement and hereby consent (i) to the filing of this
opinion with and as a part of said Registration Statement and (ii) to
the use of our name therein and in the related Prospectus under the
caption "Legal Opinions".
Very truly yours,
DEVINE, MILLIMET & BRANCH
Professional Association
By: /s/______________________
Frederick J. Coolbroth
LEASE
THIS INDENTURE OF LEASE dated this 14th day of February, 1995 by
and between the Landlord and the Tenant named below.
WITNESSETH that Landlord, for and in consideration of the rents
herein reserved and the covenants and agreement herein contained and
expressed on the part of the Tenant to be kept, performed and fulfilled,
hereby demises and lets unto the Tenant, and the Tenant hereby leases from
the Landlord the Leased Premises described below.
Section 1 -- Definitions and Certain Basic Provisions.
1.1 Landlord: Duffy Wall Street L.L.C.
1.2 Landlord's Address: 411 Waverley Oaks Drive,
Waltham, Massachusetts 02154
1.3 Tenant: CFX Bank
1.4 Tenant's Address: P. O. Box 746, Keene New Hampshire
1.5 Leased Premises: The Leased Premises are (a) approxi-
mately 6,000 square feet located on the first floor at One Wall Street,
Manchester, New Hampshire, said premises being shown as outlined on the
plan attached hereto as Exhibit A (the "Interior Leased Premises") and (b)
approximately 8,750 square feet of land with four (4) drive-through
teller stations (the "Exterior Leased Premises") located on the westerly
side of the property on which the Leased Premises are located. The Leased
Premises are located on the property described in Exhibit B attached
hereto (the "Landlord's Premises"). Landlord shall also assign to Tenant
four (4) parking spaces for Tenant's exclusive use in the parking area
under the building during the term or any extended term of this Lease.
Landlord and Tenant acknowledge that the exact area of the Interior Leased
Premises will not be determined until the completion of the Fit-up work
provided for in Section 6 and agree to execute an Addendum in
substantially the form attached hereto upon completion of the Fit-up
work. The area of the Interior Leased Premises shall be measured from
interior surface of the exterior windows and the center line of interior
petitions.
1.6 Occupancy and Lease Term. Tenant may commence occupancy as of
the date that this Lease has been executed by both Landlord and Tenant
(the "Occupancy Date") for the purpose of refurbishing the Leased
Premises. Rental payments shall commence on the Rent Commencement Date,
which shall be (a) 90 days from the date that Landlord has completed the
interior renovations set forth on Exhibit C attached hereto and made a
part hereof, or (b) the date the Landlord has completed the interior
renovations set forth on Exhibit C--1, whichever date is last to occur,
or, if earlier, (c) the date upon which the Tenant has opened for business
to the public and the Landlord has completed the interior renovations set
forth on Exhibit C--1. The term of this Lease (the "Lease Term") shall
continue for 60 months from the Rent Commencement Date, unless the Rent
Commencement Date falls on a date other than the first of the month. In
such case, the Lease Term shall be extended by the number of days
remaining in the calendar month containing the Rent Commencement Date. In
addition, rent shall be prorated for that portion of the month in which
the Rent Commencement Date falls, if it does not fall on the first day of
a month.
1.7 Base Rent. The base rent shall be payable monthly in advance.
The parties acknowledge that the Base Rent is calculated at the following
rates: (a) $10.20 per square foot per year of Interior Leased Premises
and (b) $3.00 per square foot per year of Exterior Leased Premises and
agree that the exact amount of the base rent shall be determined upon
completion of the Fit-up work.
1.8 Initial Common Area Maintenance and Services Charge per month:
$1,500.00 per month, which the parties acknowledge is based upon $3.00
per square foot of Interior Leased Space per year, subject to adjustment
upon determination of the exact area of the Interior Leased Premises.
1.9 Initial Tax Payment per month: $900.00, which the parties
acknowledge is based upon $1.80 per square foot of Interior Leased Space
per year, subject to adjustment upon determination of the exact area of
the Interior Leased Premises.
1.10 Permitted Use: Financial institution including commercial and
retail banking operations.
Section 2 -- Rent and Additional Rent.
2.1 The Tenant shall pay to the Landlord in advance, on the first
day of each calendar month, the Base Rent set forth in Section 1.7. If
the first and/or last month is less than a full calendar month, the Base
Rent shall be pro-rated for such month(s).
2.2 If any Payment Obligation is not received within five (5)
business days of the due date the Tenant shall pay to the Landlord a "late
charge" equal to 5% of the past due Payment Obligation. As used in this
Lease, the term "Payment Obligation" means and includes any and all
financial liabilities of Tenant to Landlord whatsoever, including, without
limitation, Base Rent, tax, common area charges, and any amount paid by
Landlord on behalf of Tenant.
2.3 Unless and until otherwise directed in writing by the Landlord,
Tenant shall make all payments due hereunder to the Landlord at the
address stated in Section 1.2.
Section 2A -- Option to Renew.
Provided that no default be existing at the time of exercise,
Landlord grants Tenant two options to renew this Lease for additional
consecutive five year terms. The option for the first five year renewal
term must be exercised by Tenant giving Landlord written notice of
Tenant's election to do so at least 180 days prior to the expiration of
the Lease Term and, in the case of the second five year renewal option,
Tenant must give Landlord written notice at least 180 days prior to the
expiration of the first five year renewal term. All of the terms and
conditions set forth in this Lease shall remain in effect throughout the
extended term.
Section 2B -- Option for Additional Space.
Tenant shall have the right upon written notice, to lease the space
shown on Exhibit A as "Additional Space." Upon the exercise of such right
and the commencement of occupancy of the Additional Space, the Base Rent,
CAM Charges and Taxes shall be increased based upon the additional square
footage contained within the Additional Space and Landlord and Tenant
agree to execute an Addendum setting forth the revised rental charges and
square footage.
Section 3 -- Security Deposit.
Simultaneously with the execution of this Lease, the Tenant has
deposited the sum of $9,687.50(the "Deposit") with the Landlord as
security for the full and faithful performance by the Tenant of all of the
terms and conditions of this Lease required to be paid or performed by the
Tenant. The Landlord may apply any portion of the Deposit toward any
payment due hereunder for which the Tenant is in default and for any
damages to the Leased Premises (excluding reasonable wear and tear) caused
by any affirmative or negligent act by the Tenant, its employees, servants
or invitees. Upon the expiration of this Lease, Landlord shall return the
Deposit to the Tenant less any amounts applied by Landlord to said
payments or damages.
Section 4 -- Quiet Enjoyment and Acceptance.
The Landlord shall put the Tenant in possession of the Leased
Premises at the beginning of the term hereof, and the Tenant, upon paying
the rent and observing the other covenants and conditions herein upon its
part to be observed, shall peaceably and quietly hold and enjoy the Leased
Premises. The Landlord warrants to the Tenant that the Landlord's title
to the Leased Premises is free and clear of all encumbrances except for
mortgages of record and easements and restrictions of record which will
not unreasonably interfere with Tenant's intended use of the Leased
Premises. In the event that the Leased Premises are subject to any
mortgages of record, Landlord shall provide Tenant with Subordination and
Attornment Agreements, pursuant to Section 20 below, on or before the Rent
Commencement Date.
Section 5 -- Common Area and Common Area Maintenance Changes.
5.1 The term "Common Area" means that part of the Landlord's
Premises intended for the common use of all tenants, including among other
facilities, lobbies, rest rooms, parking areas, private streets and
allies, landscaping, loading area, sidewalks, walkways, elevators,
lighting facilities, drinking fountains, plumbing, public toilets and the
like, but excluding leasable commercial space and the structural
components of the Landlord's Premises. Landlord reserves the right to
change from time to time the dimensions and location of the Common Area,
excluding, however, the first floor lobby area shown on Exhibit A and the
hallways providing access to the Interior Leased Premises. The Tenant and
its employees and customers shall have the non-exclusive right to use the
Common Area subject to such reasonable rules and regulations governing use
as the Landlord may from time to time prescribe.
5.2 The Landlord shall be responsible for the operation, management,
maintenance and repair of the Common Area, including but not limited to
cleaning of all Common Areas, landscaping of the exterior of the building
located on Landlord's Premises, snow removal from all sidewalks, walkways,
driveways, parking areas and the Exterior Leased Premises and the washing
of all exterior windows no less often than two (2) times per year.
5.3 The Tenant shall pay to Landlord on the first day of every month
the Initial Common Area and Services Maintenance charge set forth in
Section 1.8 as Tenant's share of Common Area Maintenance and Services (the
"CAM Charge"). The CAM Charge shall be deemed to include Tenant's share
of the cost of the Common Area Maintenance set forth in Section 5.2
hereof, the cost of utilities set forth in Section 11 hereof and the cost
of insurance set forth in Section 17.2 and 18.1 hereof. During any year
after calendar year 1995 during which the total CAM Charges divided by the
total number of square feet of interior floor area of the building of
which the Interior Leased Premises are a part, is less than or greater
than Three Dollars ($3.00) then, if the actual CAM Charges exceeds Three
Dollars ($3.00) Tenant shall pay to Landlord the difference between the
actual CAM Charges and the CAM Charge payments made by Tenant within
fifteen (15) days of the receipt of the itemization of CAM Charges by
Tenant. In the event that Tenant's estimated CAM Charge payments exceed
the actual CAM Charges, Landlord shall credit Tenant with the difference
on Tenant's next estimated CAM Charge payment. The amount of the CAM
Charge payment to be made by Tenant on a monthly basis during the ensuring
year shall be adjusted annually to reflect the actual CAM Charge expenses
incurred during the preceding year. At Tenant's request, Landlord will
furnish to Tenant evidence (such as bills or invoices) of the actual costs
and expenses which comprise the CAM Charges.
Section 6 -- Fit-up, Repairs and Cleaning by Landlord.
6.1 The Landlord shall perform in a good and workmenlike manner, the
fit-up work set forth on Schedules C and C--1
attached hereto and made a part hereof. All such work shall be performed
by Landlord at Landlord's expense with the exception that the Tenant shall
reimburse Landlord for the cost of constructing the interior vertical
demising walls. All such work shall be done with first class materials in
a good and workmenlike manner, in accordance with all applicable
governmental laws, rules and regulations and to a standard appropriate for
first class professional offices and banking facilities. The work set
forth in Schedule C shall be completed no later than six (6) weeks from
the date of execution of this Lease and the work set forth in Schedule C--
1 shall be completed no later than three (3) months from the date of
execution of this Lease, subject to any reasonable delays caused for force
majeure, such as strikes, casualty or inability to obtain materials.
6.2 The Landlord shall, at its own expense, make any and all repairs
to the Leased Premises and the remainder of Landlord's Premises including
but not limited to any and all roof and other structural repairs, repairs
to the heating, ventilation and air conditioning systems and replacement
of broken glass, except to the extent that such repairs are necessitated
by any affirmative or negligent act by the Tenant, its employees, servants
or invitees and except to the extent such repairs are made Tenant's
responsibility in Section 7. With respect to any repairs that the
Landlord is required to make the Landlord shall use best efforts to
accomplish such repairs as promptly as possible, with no disruption to
Tenant's business operations unless reasonably necessary
Section 7 -- Repairs by Tenant.
The Tenant shall, at its own expense (i) maintain in good repair
all doors, hardware, locks, and lighting, servicing the Leased Premises
(ii) be responsible for repairs to the Leased Premises to the extent such
repairs are necessitated by any affirmative or negligent act by the
Tenant, its employees, servants or invitees, and (iii) be responsible for
any interior painting and carpeting desired by the Tenant. The Tenant
shall also promptly make any repairs or alterations lawfully required by
any public authority as a result of changes in statutes or regulations
which become effective subsequent to the beginning of the term of this
Lease and which repairs are required because of the nature of the
occupancy of the Leased Premises by the Tenant or the manner in which it
conducts its business therein. At the expiration of this Lease or earlier
termination hereof for any cause herein provided for, the Tenant shall deliver
up the Leased Premises to the Landlord in the same condition and state of
repairs as at the beginning of the term hereof, reasonable wear and tear,
taking by eminent domain and damage due to fire or other casualty insured
against and Landlord's obligations excepted.
Section 8 -- Alterations, Conduits, Signs.
8.1 Tenant shall not make any alterations, additions or improvements
to the Leased Premises with a cost in excess of $10,000 in the aggregate
without the prior written consent of Landlord, except for the installation
of unattached, movable trade fixtures which may be installed without
drilling, cutting or otherwise defacing the premises, and except for the
initial Tenant fit-up work being performed prior to the Rent Commencment
Date as shown/described n Exhibit D.
8.2 All construction work done by Tenant or by Landlord shall be
performed in a good and workmanlike manner, and in compliance with all
governmental requirements.
8.3 In the event of the filing of any notice of a builder's,
supplier's or mechanic's lien on the Leased Premises
arising out of any work performed by or on behalf of the Tenant (other
than work performed by the Landlord hereunder) the Tenant shall cause
without delay proper proceedings to be instituted to test the validity of
the lien claims, and to discharge immediately the same by the posting of
bond or otherwise; and the Tenant shall completely indemnify the Landlord
against any such claim or lien and all costs of such proceedings wherein
the validity of such lien is contested by the Tenant.
8.4 The Tenant shall pay the increased premiums, if any, for the
regular insurance coverage of the Leased Premises resulting from any
additional risk during the course of construction or installation of any
such alteration, addition or improvement and or the increased cost of fire
and extended coverage insurance resulting from the increased value of the
building of which the Leased Premises are a part. This Section shall not
apply to any increased premiums resulting from work being performed by
Landlord at the Leased Premises prior to the Rent Commencement Date.
8.5 Tenant shall have the right to install, maintain, repair and
replace wires, lines, cables, conduits and pneumatic tubing necessary for
the connection of the ATM location as shown on Exhibit A and the drive-up
teller facilities as shown on Exhibit A--1 to the Interior Leased
Premises. In connection therewith, Tenant shall have the right to remove
such flooring, ceiling panels and such other nonstructural components of
the building within which the Leased Premises are located and to excavate
and trench between the exterior of said building and the drive-up teller
facilities in order to install, maintain and repair the necessary wires,
lines, cables, conduits and pneumatic tubing; provided, however, that in
all such cases the Tenant shall restore Landlord's Premises as nearly as
is practical to its condition immediately prior to the commencement of any
such work.
8.6 Tenant is hereby given the sole and exclusive right to place,
keep and maintain such signs as Tenant may from time to time desire on
both sides of the upper most twelve (12) feet of the exterior standalone
sign located on the easterly side of the Landlord's Premises; provided,
however, that all such signage shall be in conformance with the City of
Manchester Zoning Ordinance. Tenant shall have the further right to
install such signage in the lobby area of the building and within the
Exterior Leased Premises as may be reasonably necessary to indicate to the
general public the location of the Tenant's business premises and drive-
up teller locations. All such signage shall be submitted to Landlord for
Landlord's approval prior to its placement, which approval shall not be
unreasonably withheld.
Section 9 -- Redelivery at End of Lease Term; Holding Over.
9.1 At the expiration of this Lease or upon the earlier termination
of this Lease for any cause herein provided for, the Tenant shall
peaceably and quietly quit the Leased Premises and deliver possession of
the same to the Landlord.
9.2 In the event Tenant remains in possession of the Leased Premises
after the expiration or earlier termination of this Lease and without the
execution of a new Lease, Tenant shall be deemed to be a Tenant at will.
Section 10 -- Trade Fixtures, Landlord's Lien.
The Landlord agrees that all furniture, furnishings and trade
fixtures installed in the Leased Premises shall be deemed to remain
personal property and that all such furniture, furnishings and trade
fixtures of the Tenant or of any employee, agent or subcontractor or
sub-tenant of the Tenant may be removed prior to the expiration of this Lease
or earlier termination for any cause herein provided for; but the Tenant
shall repair any damage occasioned by such removal and shall restore the
Leased Premises to their condition as at the beginning of the term hereof,
reasonable wear and tear, taking by eminent domain, and damage due to fire or
other casualty insured against and Landlord' obligations excepted. Any such
property which may be removed pursuant to the preceding sentence and which is
not so removed prior to the expiration or earlier termination of this Lease
may be removed from the Leased Premises by the Landlord and stored for the
account of the Tenant; and if the Tenant shall fail to reclaim such
property within ninety (90) days following such expiration or earlier
termination of this Lease, such property shall be deemed to have been
abandoned by the Tenant, and may be appropriated, sold, destroyed or
otherwise disposed of by the Landlord without notice to the Tenant and
without obligation to account therefor.
Section 11 -- Utilities.
The Tenant shall pay for all electricity and telephone service
supplied to it at the Leased Premises. Landlord shall provide at its
cost, separate electric meters for the Leased Premises. Landlord shall
provide and be responsible for payment of all other utilities to the
Leased Premises and the Common Area, including but not limited to water,
sewer, heating, ventilating and air conditioning. During the heating
season, the heat provided by landlord shall be such as to maintain the
temperature within the Interior Leased Premises at no less than 68 and
during the air conditioning season, air conditioning shall be provided so
as to maintain the temperature within the Interior leased Premises at no
greater than 75 . Heat and air conditioning shall be provided at the
foregoing minimum and maximum temperatures during normal business hours
which shall be 7:00 a.m. to 6:00 p.m. on weekdays and 7:00 a.m. to 12:00
noon on Saturdays. Landlord shall not be liable for any interruption
whatsoever in utility services, unless such interruption is the result of
an affirmative or negligent act by the Landlord, its employees, servants
or invitees.
Section 12 -- Use of Premises.
12.1 The Tenant covenants and agrees to use and occupy the demised
premises only for the use set forth in Section 1.13.
12.2 The Tenant shall procure any licenses or permits required by
any use of the Leased Premises by the Tenant.
12.3 The Tenant shall not permit any employee or visitor of the
Tenant to violate the covenants or obligations of the Tenant hereunder.
Section 13 -- Subleasing -- Assignment.
The Tenant shall not, without the prior written consent of the
Landlord, assign this Lease in whole or in part, or sublet the Leased
Premises or any portion thereof; provided, however, that this Lease may
be assigned without such consent in the event of a merger by Tenant or
acquisition of Tenant to the Tenant's successor upon merger or the
Tenant's purchaser and Tenant shall have the right to assign this Lease or
sublet all or a portion of the Premises to any parent, subsidiary or
affiliated corporation without the prior written consent of the Landlord.
In the event of such assignment or sublease the Tenant shall remain
liable to the Landlord for all the Payment Obligations under the terms of
this Lease and for the performance of all covenants herein to be performed
by the Tenant.
Section 14 -- Taxes and Assessments.
As set forth in Section 1.9, Tenant shall pay Landlord a tax payment
each month of $900.00, based upon $1.80 per square foot of Interior
Leased Premises per year (the "Tax Base"). In the event, during any tax
year, commencing with the tax year effective on April 1, 1996, the total
tax bill for the Landlord's Premises, divided by the total number of
square feet located in the building located on Landlord's Premises, if
greater than or less than $1.80 per square foot, then, if such amount is
greater than $1.80 per square foot the Tenant shall pay to the Landlord as
additional rent, the amount by which the per square foot tax computation
for such year exceeds $1.80, multiplied by the number of square feet
within the Interior Leased Premises. Such payment shall be made by the
Tenant to the Landlord within fifteen (15) days of receipt of the invoice
for such payment. In the event that such calculation results in a number
less than $1.80 per square foot, then the Landlord shall credit such
amount multiplied by the number of square feet within the Interior Leased
Premises to the next ensuing monthly tax payment or payments due from
Tenant.
Section 15 -- Eminent Domain.
In the event that the Leased Premises shall be lawfully condemned or
taken by any public authority either in their entirety or in such
proportion that they are no longer suitable for the intended use by the
Tenant, this Lease shall automatically terminate without further act of
either party on the date when possession of the Leased Premises is
surrendered and shall be relieved of any further obligation to the other,
except that the Tenant shall be liable for and shall promptly pay to the
Landlord any rent then in arrears, or the Landlord shall promptly rebate
to the Tenant a pro rata portion of any rent paid in advance. In the
event the proportion of the Leased Premises so condemned or taken is such
that they are still suitable for use by the Tenant (it being agreed that
any taking which eliminates or significantly reduces the Exterior Leased
Premises may, at Tenant's option, be deemed to render the entire Leased
Premises unsuitable for Tenant's purposes), this Lease shall continue in
effect in accordance with its terms and a portion of the rent shall abate
equal to the proportion of the rental value of the Leased Premises so
condemned or taken. In either of the above events, the award for the
property so condemned or taken shall be payable solely to the Landlord,
excluding, however, any payments for business relocation, business
interruption, or other awards relating directly to Tenant's business
operations.
Section 16 -- Liability.
Except for injury or damage caused by the willful or grossly
negligent act or failure to act of the Landlord, its servants or agents,
the Landlord shall not be liable for any injury or damage to any person
happening on or about the Leased Premises or for any injury or damage to
the Leased Premises or to any property of the Tenant or to any property of
any third person, firm, association or corporation on or about the Leased
Premises. The Tenant shall, except for injury or damage caused as
aforesaid, indemnify and save the Landlord harmless from and against any
and all liability and damages, costs and expenses, including reasonable
counsel fees, and from and against any and all suits, claims and demands
of any kind or nature, by and on behalf of any person, firm association or
corporation, arising out of or based upon any incident, occurrence, injury
or damage which shall or may happen on or about the Leased Premises and
from and against any matter or thing growing out of the condition,
maintenance, repair, alteration, use, occupation or operation of the
Leased Premises or the Common Area or the installation of any property
therein or the removal of any property therefrom.
Section 17 -- Liability Insurance.
17.1 The Tenant shall, throughout the term hereof, procure and
carry, at its expense, comprehensive liability insurance on the Leased
Premises with a responsible insurance company authorized to do business in
New Hampshire. Such insurance shall be carried in the name of and for the
benefit of the Tenant and the Landlord; shall be written on an
"occurrence" basis; and shall provide coverage of at least One Million
Dollars ($1,000,000.00) in case of death of or injury to one person; at
least Two Million Dollars ($2,000,000.00) in case of death of or injury to
more than one person in the same occurrence, and at least Five Hundred
Thousand Dollars ($500,000.00) in case of loss, destruction or damage to
property. A single limit policy or policies in the total amount of Two
Million Dollars ($2,000,000.00) shall be deemed compliance with the
preceding sentence. The Tenant shall furnish to the Landlord a
certificate of such insurance which shall provide that the insurance
indicated therein shall not be cancelled without at least ten (10) days'
written notice to the Landlord.
17.2 The Landlord shall maintain general public liability insurance
coverage on the Common Area.
Section 18 -- Fire and Extended Coverage Insurance.
18.1 The Landlord shall procure and continue in force during the
term hereof fire and extended coverage insurance on the Leased Premises.
18.2 Without prejudice to any rights of the Landlord under the
applicable insurance policies, the Tenant shall be held free and harmless
from liability for loss or damage to the Leased Premises by fire, the
extended coverage perils, sprinkler leakage, vandalism and malicious
mischief if and to the extent actually insured against, whether or not
such loss or damage be the result of the negligence of the Tenant, its
employees or agents. This subsection does not impose any added obligation
or expense upon the Landlord and is to be construed only as a limitation
upon the rights of the insurance carriers to subrogation.
18.3 Without prejudice to any rights of the Tenant under the
applicable insurance policies, the Landlord shall be held free and
harmless from liability for loss or damage to personal property of the
Tenant in the Leased Premises by fire, the extended coverage perils,
sprinkler leakage, vandalism and malicious mischief if and to the extent
actually insured against, whether or not such loss or damage be the result
of the negligence of the Landlord, its employees or agents. This
subsection does not impose any added obligation or expense upon the Tenant
and is to be construed only as a limitation upon the rights of the
insurance carriers to subrogation.
Section 19 -- Destruction or Damage.
In the event the Leased Premises shall be totally destroyed by fire
or other casualty insured against, or shall be so damaged that repairs and
restoration cannot be accomplished within a period of one hundred twenty
(120) days from the date of such destruction or damage, this Lease shall
automatically terminate without further act of either party, and each
party shall be relieved of any further obligation to the other, except
that the Tenant shall be liable for and shall promptly pay the Landlord
any rent then in arrears or the Landlord shall promptly rebate to the
Tenant a pro rata portion of any rent paid in advance. In the event the
Leased Premises shall be so damaged that repairs and restoration can be
accomplished within a period of one hundred twenty (120) days from the
date of such destruction or damage, this Lease shall continue in effect in
accordance with its terms; such repairs and restoration shall, unless otherwise
agreed by the Landlord and the Tenant, be performed promptly by the
Landlord as closely as practicable to the original specifications
(utilizing therefor the proceeds of the insurance applicable thereto
without any apportionment thereof for damages to the leasehold interest
created by this Lease), and until such repairs and restoration have been
accomplished, a portion of the rent shall abate equal to the proportion of
the Leased Premises rendered unusable by the damage. The Tenant agrees to
execute and deliver to the Landlord all instruments and documents
necessary to evidence the fact that the right to such insurance proceeds
is vested in the Landlord.
Section 20 -- Mortgage Lien.
The Tenant agrees to execute subordination agreements providing that
this Lease shall be subject and subordinate to the lien of (1) any
mortgage or deed of trust constituting a first lien of the Leased
Premises, or any part thereof, at the date hereof, (2) the lien of any
mortgage or deed of trust hereafter executed to a bank, trust company or
other recognized lending institution to provide permanent financing or
refinancing of the Landlord's Premises or any part thereof, and (3) any
renewal, modification, consolidation or extension of any mortgage or deed
of trust referred to in clause (1) and (2) provided that it will be a
condition of any such subordination agreement that this Lease and Tenant's
rights hereunder shall survive any foreclosure sale so long as Tenant is
not in default hereunder.
Section 21 -- Landlord's Right to Cure.
In the event Tenant fails to make timely payment of any insurance
premium, tax or other amount which Tenant is obligated to pay hereunder,
Landlord may, at Landlord's sole discretion, pay such amount on behalf of
Tenant, and any amount paid by Landlord hereunder shall become an
immediately due obligation of Tenant to Landlord without notice or demand.
Section 22 -- Default.
In the event (i) any Payment Obligation hereunder shall not be
paid within fifteen (15) days after notice of failure to make payment; or
(ii) the Tenant defaults in the performance or observance of any other
covenant or condition in this Lease and such default remains unremedied
for thirty (30) days after written notice thereof has been given to the
Tenant by the Landlord; provided, however, that said period shall be
extended during such time as the Tenant is making bona fide diligent and
reasonably continuous efforts to cure such default; or (iii) the Tenant
makes an assignment for the benefit of creditors, files a voluntary
petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or
applies to any tribunal for any receiver or any trustee of or for the
Tenant of any substantial part of its property, commences any proceeding
relating to the Tenant or any substantial part of its property under any
reorganization, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now or hereafter
in effect, or there is commenced against the Tenant any such proceeding
which remains undismissed for a period of sixty (60) days, or any order
approving the petition in any such proceeding is entered, or the Tenant by
any act indicates its consent to, or acquiescence in, any such proceeding
or the appointment of any receiver of or trustee for the Tenant of any
substantial part of its property, or suffers any such receivership or
trusteeship to continue undischarged for a period of sixty (60) days, then
in any of such events, the Landlord may, immediately
or at any time thereafter and at Landlord's option, pursue any of the
following remedies:
A. Without notice or demand, Landlord may take any action
permissible at law to ensure performance by Tenant of Tenant's covenants
and obligations under this Lease. If Tenant vacates the Leased Premises,
Landlord may enter upon and take possession of the Leased Premises in
order to protect them from deterioration.
B. The Landlord may terminate this Lease and obtain possession of
the Leased Premises by any summary or other procedure available to a
landlord at law or in equity.
C. Landlord may terminate this Lease by written notice to Tenant
stating that the Lease has been terminated as a result of a breach of
condition of this Lease, in which event Tenant shall immediately surrender
the Leased Premises to the Landlord, and if Tenant fails to do so,
Landlord may, without prejudice to any other remedy Landlord may have for
possession or arrearages in rent, enter upon the Leased Premises or any
part thereof in the name of the whole and repossess the same as of the
Landlord's former estate and expel the Tenant and those claiming through
or under the Tenant and remove their effects forcibly, if necessary,
without being deemed guilty of any manner of trespass and without
prejudice to any remedies which might otherwise be used for arrears of
rent or preceding breach of covenant.
22.2 The Tenant covenants that, in case of termination either under
the provisions of statute or after written notice by reason of the default
of the Tenant, the Tenant shall remain and continue liable to the Landlord
in an amount equal to the total Payment Obligations reserved for the
balance of the term hereof less the net amounts (after deducting the
expenses of repair, renovation, demolition or broker's fees) which the
Landlord realizes, or with due diligence should have realized, from the
reletting of the Leased Premises. Tenant further agrees to pay all
reasonable attorney's fees and costs of collection incurred by Landlord as
a result of any default hereunder. The Landlord shall have the right from
time to time to relet the Leased Premises upon such terms as it may deem
fit, and if a sufficient sum shall not be thus realized to yield the net
rent required under this Lease, the Tenant agrees to satisfy and pay all
deficiencies as they may become due during each month of the remaining
term of this Lease. Nothing herein contained shall be deemed to require
the Landlord to await the date whereon this Lease, or the term hereof,
would have expired had there been no default by the Tenant. The Tenant
expressly waives service of any notice of intention to reenter and waives
any and all right to recover or regain possession of the Leased Premises,
or to reinstate or redeem this Lease as may be permitted or provided for
by or under any statute or law now or hereafter in force and effect. The
rights and remedies given to the Landlord in this Lease are distinct,
separate and cumulative remedies, and no one of them, whether or not
exercised by the Landlord, shall be deemed to be in exclusion of any of
the others herein or by law or equity provided. Nothing contained in this
Section shall limit or prejudice the right of the Landlord to prove and
obtain, in proceedings involving the bankruptcy or insolvency of, or a
composition with creditors by, the Tenant the maximum allowed by any
statute or rule of law at the time in effect.
Section 23 -- Access to Premises.
The Landlord or its representatives shall have free access to the
Leased Premises at reasonable intervals upon reasonable notice during
normal business hours for the purpose of inspection, or for the purpose of
showing the premises to prospective purchasers, or for the purpose of making
repairs which the Landlord is obligated to make hereunder.
Section 24 -- Notices.
Any written notice, request or demand required or permitted by this
Lease shall, until either party shall notify the other in writing of a
different address, be properly given if sent by certified or registered
first class mail, postage prepaid, and if to Landlord, addressed as set
forth in Section 1.2, and if to Tenant, addressed either as set forth in
Section 1.4 or to the Leased Premises.
Section 25 -- Short Form Recording.
The parties covenant and agree that, at the request of either party,
there shall be recorded in the Registry of Deeds for the county in which
the Leased Premises are situated only a Notice of this Lease and that they
will execute and deliver a Notice of Lease in the statutory form for such
purpose. The parties further covenant and agree that, in the event of
termination, cancellation or assignment of this Lease prior to the
expiration of the term hereof, they will execute and deliver, in
recordable form, an instrument setting forth such termination,
cancellation or assignment.
Section 26 -- Succession.
This Lease shall be binding upon and inure to the benefit of the
heirs, executors, administrators, successors and assigns of the parties
hereto.
Section 27 -- Waiver.
Any consent, express or implied, by the Landlord to any breach by
the Tenant of any covenant or condition of this Lease shall not constitute
a waiver by the Landlord of any prior or succeeding breach by the Tenant
of the same or any other covenant or condition of this Lease. Acceptance
by the Landlord of rent or other payment with knowledge of a breach of or
default under any term hereof by the Tenant shall not constitute a waiver
by the Landlord of such breach or default.
Section 28 -- Governing Law.
This Lease shall be construed and interpreted in accordance with the
laws of the State of New Hampshire.
Section 29 -- Counterparts.
This Lease may be executed in two (2) or more counterparts, each of
which shall be deemed an original and all collectively but one and the
same instrument.
Section 30 -- Entire Agreement.
This Lease contains the entire agreement between the parties and
supersedes and terminates all prior or contemporaneous arrangements,
undertakings, understanding and agreements, whether oral or written.
Section 31 -- Early Termination.
Landlord and Tenant acknowledge that the Tenant must first obtain
approval from the Comptroller of the Currency in order to operate a branch
bank at the Leased Premises. Tenant covenants and agrees to immediately
upon the execution hereof make application for such approval. In the
event that the Tenant fails to receive such approval from the Comptroller
of the Currency, then the Tenant may, within ten (10) business
days from the receipt of such notice, terminate the Lease by giving
written notice thereof to the Landlord, together with a copy of the
Comptroller's disapproval, and thereupon this Lease shall terminate and
neither party shall have any further obligations to the other hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed and delivered as of the day and year first above written.
Witness: LANDLORD:
DUFFY WALL STREET L.L.C.
By: /s/ ROBERT L. DUFFY, JR.
Robert L. Duffy, Jr.
Managing Member
TENANT:
CFX BANK
By: /s/ PAUL D. SPEISS
Paul D.Speiss
Vice President
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
Appeared on this 14th day of February, l995,
Robert L. Duffy, Jr., duly authorized manager of Duffy Wall Street
L.L.C., and acknowledged this instrument for the purposes therein
contained. Before me,
/s/ DONALD J. CASEY, JR.
Notary Public
My Commission Expires 4/27/01
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
Appeared on this 15th day of February, l995,
Paul D. Speiss, duly authorized Vice President
of CFX Bank, a New Hampshire Bank and acknowledged this instrument for
the purposes therein contained, on behalf of the Bank. Before me,
/s/ WILLIAM TUCKER
Justice of the Peace
EXHIBIT A
PLAN OF INTERIOR PREMISES
EXHIBIT A--1
PLAN SHOWING EXTERIOR LEASED PREMISES
EXHIBIT B
LEGAL DESCRIPTION OF LANDLORD'S PREMISES
EXHIBIT C
INITIAL WORK TO BE PERFORMED
BY LANDLORD
EXHIBIT C--1
WORK TO BE COMPLETED BY LANDLORD PRIOR
TO RENT COMMENCEMENT DATE
EXHIBIT D
TENANT'S FIT-UP WORK
ADDENDUM
THIS ADDENDUM to that certain Indenture of Lease dated as of this
day of , 1995 by and between Duffy Wall Street L.L.C. and
CFX Bank, is made pursuant to the provisions set forth in Section 1.5 of
said Lease and is executed by the Landlord and Tenant in order to confirm
the following:
1. Interior Leased Premises. The exact amount of square footage
contained within the Interior Leased Premises in square feet.
2. Rent and Other Payments. The monthly Base Rent payment during
the Initial Term of the Lease is $ and the Initial Common
Area Maintenance Service Charge payment is $
per month and the intitial tax payment is
$ per month.
3. Rent Commencement Date. The Rent Commencment Date is
, 1995 and the Termination Date of the Initial
Term of the Lease is , 2000.
4. The final Exhibits A and A--1 are attached hereto.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum
on this, the day of , 1995.
Witness: LANDLORD:
DUFFY WALL STREET L.L.C.
By: /s/ NORMAN J. DUFFY
TENANT:
CFX BANK
By:
STATE OF NEW HAMPSHIRE
COUNTY OF
Appeared on this day of , l995,
, duly authorized manager of Duffy Wall Street
L.L.C., and acknowledged this instrument for the purposes therein
contained. Before me,
Justice of the Peace
Notary Public
STATE OF NEW HAMPSHIRE
COUNTY OF
Appeared on this day of , l995
, duly authorized
of CFX Bank, a and acknowledged this instrument for
the purposes therein contained, on behalf of the Bank. Before me,
Justice of the Peace
Notary Public
EXHIBIT B
Legal Description
That certain tract or parcel of land situated in Manchester
Hillsborough County, New Hampshire, bounded and described as follows:
Beginning at a drill hole at the intersection of Elm and Spring
Streets, said point being the southeast corner of the herein described
parcel; thence
1. S 89[Degrees] 53'46" W, 291.21 feet along the northerly side of
Spring Street to a drill hole at land now or formerly of BankEast; thence
2. N 08[Degrees] 35'22" W, 34.31 feet to a point; thence
3. N 07[Degrees] 34'36" W, 37.30 feet to a nail at an angle point in a
retaining wall; thence
4. N 79[Degrees] 16'58" W, 3.83 feet to a nail at an angle point in a
retaining wall; thence
5. N 07[Degrees] 57'03" W, 106.24 feet all by land of BankEast to a nail
in the retaining wall; thence
6. N 81[Degrees] 21'54" E, 300.90 feet by land of 2 Wall Street Ltd. to
an iron pin on the westerly side of Elm Street; thence
7. S 07[Degrees] 48'01" E, 165.09 feet to a drill hole on the westerly
side of Elm Street; thence
8. S 00[Degrees] 08'22" E, 58.55 feet by the westerly side of Elm
Street to the point of beginning. Containing 1.380 acres or 60,125 square
feet.
EXHIBIT C
Initial work to be Performed by Landlord
DIVISION OF THE PREMISES
Landlord will erect structural members, enclose one half the
existing atrium above the Leased Premises, enclose the Leased Premises
with a demising wall, as shown on the layout of Exhibit A, all in
substantial conformance with the illustrations in Exhibit A--1.
EXHIBIT C--1
Work to be Completed by Landlord Prior
to Rent Commencment Date
FIT-OUT OF LOBBY AREA
Landlord will complete fit-out of the existing lobby in substantial
conformance with the illustration in Exhibit A including a finished
staircase to the third level, in a design and with materials compatible
with the Tenant's Leased Premises, in a manner suitable for professinal
uses.
EXHIBIT D
Tenant's Fit-up Work
Tenant shall complete the work within Tenant's Interior Leased
Premises as outlined and shown on Exhibit A including the removal of
existing interior petitions and the construction of new interior petitions
where applicable. Finish work and finish materials shall be appropriate
for first class professional banking offices.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of CFX Corporation on Form S-8 pertaining to the CFX
Corporation 1995 Stock Option Plan, of our report dated January 20,
1995, included and incorporated by reference in the Annual Report on
Form 10-K of CFX Corporation for the year ended December 31, 1994.
WOLF & COMPANY, P.C.
Boston, Massachusetts
August 11, 1995
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-8 No. 33-xxxxx) pertaining to
the CFX Corporation 1995 Stock Option Plan and to the incorporation
by reference therein of our report dated January 19, 1993, with
respect to the consolidated financial statements of CFX Corporation
(formerly Cheshire Financial Corporation) incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31,
1992, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Manchester, New Hampshire
August 7, 1995
CFX CORPORATION
1995 STOCK OPTION PLAN
I. THE PLAN
1. Purpose. The purpose of this Plan is to provide a means whereby CFX
Corporation (the "Company") may, through the grant of stock options to Key
Employees and Directors, as defined below, attract and retain persons of
ability as employees and directors, and motivate such persons to exert their
best efforts on behalf of the Company or any present or future Subsidiary
thereof. As used herein, the term "Subsidiary" shall mean any corporation
which at the time an option is granted under this Plan qualifies as a
subsidiary of the Company under the definition of "subsidiary corporation"
contained in Section 424(f) of the Internal Revenue Code of 1954 (the "Code"),
as amended from time to time, or any similar provision hereafter enacted,
except that such term shall not include any corporation which is classified as
a foreign corporation pursuant to Section 7701 of the Code. The term "Key
Employees" shall mean those employees (including officers who are also
employees) of the Company or of any Subsidiary, who, in the judgment of the
Committee defined in Section 2 below, are considered especially important to
the future of the Company. The term "Directors" shall mean those persons duly
elected or appointed to the Board of Directors of the Company or of any
Subsidiary in accordance with the By-laws of the Company or such Subsidiary,
as the case may be. The term "stock options" shall mean options to purchase
Common Stock, $1.00 par value, of the Company ("Stock") and in the case of
stock options granted pursuant to Article II hereof, options which at the time
such options are granted qualify as Incentive Stock Options within the meaning
of Section 422 of the Code.
2. Administration of the Plan. The Plan shall be administered by the
Stock Option Committee (the "Committee") of the Board of Directors of the
Company (the "Board"). The Committee shall consist of not less than three
members who shall be appointed by the Board and serve at the Board's pleasure.
Each member of the Committee shall be a member of the Board. Any vacancy
occurring in the membership of the Committee shall be filled by appointment by
the Board. All decisions and selections by the Committee pursuant to the
provisions of the Plan shall be made by a majority of its members. A member
of the Committee who is eligible to receive a stock option under the Plan
shall not vote on any question relating specifically to that member. Any
decision reduced to writing and signed by all of the members shall be fully
effective as if it had been unanimously made at a duly held meeting of the
Committee.
Except as otherwise expressly reserved to the Board in this Plan, the
Committee may interpret the Plan, prescribe, amend and rescind any rules and
regulations necessary or appropriate for the administration of the Plan or for
the continued qualification of any stock options granted to Key Employees or
Directors, and make such other determinations and take such other actions as
it deems necessary or advisable. Without limiting the generality of the
foregoing, the Committee may, in its discretion, treat all or any portion of
any period during which a Key Employee or Director is on military leave or on
an approved leave of absence from the Company or a Subsidiary as a period of
employment or directorship by the Company or such Subsidiary, as the case may
be, and not as an interruption of employment, for purposes of maintaining the
Key Employee's or the Director's continuous status as an employee or Director
and accrual of rights under any Incentive Stock Options. Any interpretation,
determination or other action made or taken by the Committee shall be final,
binding and conclusive.
3. Final Authority with Respect to the Plan. Notwithstanding any other
provisions hereof to the contrary, final authority as to the administration of
the Plan rests in the full Board. It is a requirement of the Plan that the
Committee submit its interpretations, determinations and actions to the full
Board for final approval. A Board member who is eligible to receive a stock
option under the Plan may not vote on any question relating specifically to
that member.
II. INCENTIVE STOCK OPTIONS
1. Incentive Stock Options. Subject to the provisions of the Plan, the
Committee may grant stock options from time to time which qualify as Incentive
Stock Options within the meaning of Section 422 of the Code ("Incentive Stock
Options") in accordance with provisions of this Article II.
2. Shares Subject to Incentive Stock Options. Incentive Stock Options
may be granted by the Company from time to time to Key Employees to purchase
an aggregate of 150,000 shares of Stock. The Company shall reserve said
number of shares for Incentive Stock Options granted under the Plan subject to
adjustment as provided in Section 1 of Article V. The shares issued upon the
exercise of Incentive Stock Options granted under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury. If any
Incentive Stock Options granted hereunder should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased shares which were subject to an Incentive Stock Option shall,
unless the Plan shall have been terminated, be available for the grant of
other Incentive Stock Options under the Plan.
3. Grant of Incentive Stock Options to Key Employees. Subject to the
provisions of the Plan and in particular this Article II, the Committee shall
(i) determine and designate from time to time those Key Employees to whom
Incentive Stock Options are to be granted and the number of shares of Stock to
be optioned to each such employee and (ii) determine the time or times when
and the manner in which each Incentive Stock Option shall be exercisable and
the duration of the exercise period. Notwithstanding the above, no option
shall be granted pursuant to this Section 3 after the expiration of ten (10)
years from the effective date of the Plan as defined in Section 5 of Article V
hereof.
Incentive Stock Options need not be identical and in fixing the terms of
any Incentive Stock Option, the Committee may take into account such
individual factors bearing on the value of an employee as it considers
appropriate.
4. Terms and Conditions of Incentive Stock Options. Each Incentive
Stock Option granted under the Plan to a Key Employee pursuant to Section 3
hereof shall be evidenced by an agreement with the Optionee (the "Incentive
Stock Option Agreement") in a form approved by the Committee. Each Incentive
Stock Option and the Incentive Stock Option Agreement shall be subject to the
following express terms and conditions and to such other terms and conditions
as the Committee may deem appropriate.
(a) Incentive Stock Option Period. Subject to the terms of Section 3
hereof, each Incentive Stock Option Agreement shall specify the period for
which the Incentive Stock Option thereunder is granted and exercisable, as
determined by the Committee, and shall provide that the Incentive Stock Option
shall expire at the end of such period. In no event shall any Incentive Stock
Option be exercisable after the expiration of ten (10) years from the date of
grant provided, however, that if the Incentive Stock Option price is
determined pursuant to Section 4(c)(2) hereof, the Incentive Stock Option
shall not be exercisable after the expiration of five (5) years from the date
of grant.
(b) Date of Grant. The date of grant of an Incentive Stock Option to a
Key Employee under the Plan shall, for all purposes, be the date on which the
Committee makes the determination of granting such Incentive Stock Option.
Notice of the determination shall be given to each Key Employee to whom an
Incentive Stock Option is so granted within a reasonable time after the date
of such grant.
(c) Incentive Stock Option Price.
(1) The option price per share of Stock shall be determined by the
Committee at the time any Incentive Stock Option is granted and except as
provided in subsection (2) below shall not be less than the fair market value
of one share of Stock on the date the Incentive Stock Option is granted. The
Committee shall have full authority to determine the fair market value of a
share of stock. If the Stock is traded on an exchange, the fair market value
shall be deemed to be the price at which the Stock is quoted at the close of
the exchange on such day.
(2) If an Incentive Stock Option is granted to a Key Employee then
owning Stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or the parent any Subsidiary taking into
account the attribution rules of Section 424(d) of the Code, then the
Committee shall set the Incentive Stock Option price per share of Stock at
110% of the Incentive Stock Option price determined pursuant to subsection (1)
hereof.
(d) Exercise of Incentive Stock Option. In the event the aggregate
fair market value (determined at the time the option is granted) of stock with
respect to which options are exercisable hereunder for the first time by any
Key Employee during any one calendar year (under this Plan and all other
Incentive Stock Option Plans of the Company or any Subsidiary) shall exceed
$100,000, such options shall be treated in part as Incentive Stock Options and
in part as Non-Incentive Stock Options, taking options into account in the
order in which they were granted. In such a case, the Company may designate
the shares of stock that are to be treated as stock acquired pursuant to the
exercise of an Incentive Stock Option by issuing a separate certificate for
such shares and identifying the certificate as Incentive Stock Option shares
in the stock transfer records of the Company.
(e) Exercise During Employment or Following Retirement, Termination,
Disability or Death. Unless otherwise provided in the terms of an Incentive
Stock Option Agreement, an Incentive Stock Option may be exercised by an
Optionee only while the Optionee is an employee of the Company or a Subsidiary
and has maintained continuous status as an employee since the date of the
grant of the Incentive Stock Option, except if the Optionee's continuous
employment ceases by reason of the Optionee's voluntary termination of
employment, retirement, involuntary termination due to staff reduction or
other internal reorganization, disability or death. If the continuous
employment of an Optionee ceases as a result of the Optionee's voluntary
termination of employment, retirement or involuntary termination due to staff
reduction or other internal reorganization, the Optionee may, but only within
a period of ninety (90) days beginning on the day following the date of such
termination of employment (and no later than the date the Incentive Stock
Option would otherwise expire), exercise the option to the extent the Optionee
was entitled to exercise it at the date of such termination of continuous
employment. If the continuous employment of an Optionee is terminated as a
result of the Optionee's disability, such Optionee may, but only within a one
(1) year period from the date of such termination of employment (and no later
than the date that the Incentive Stock Option would otherwise expire),
exercise the option to the extent the Optionee was entitled to exercise it at
the date of such termination. If the continuous employment of an Optionee is
terminated by death, then to the extent that the Optionee would have been
entitled to exercise the Incentive Stock Option immediately prior to the
Optionee's death, such Incentive Stock Option of the deceased Optionee may be
exercised, but only within ninety (90) days from the date of the Optionee's
death (and no later than the date on which such Incentive Stock Option would
otherwise expire), by the person or persons (including the Optionee's estate)
to whom the Optionee's rights under such Incentive Stock Option shall have
passed by will or by the laws of descent and distribution. Termination of
continuous employment for any other reason, including termination for cause,
shall result in the immediate cancellation of the Incentive Stock Option.
The terms "continuous employment" and "continuous status as an employee"
mean the absence of any interruption or termination of employment with the
Company or with any present or future Subsidiary. Employment shall not be
considered interrupted in the case of transfers between the Company and any
Subsidiary or between Subsidiaries, nor in the case of any military leave or
any approved leave of absence which the Committee, in its discretion, treats
as a period of employment.
(f) Non-transferability. No Incentive Stock Option granted to a Key
Employee under the Plan shall be transferable other than by will or by the
laws of descent and distribution. During the lifetime of the Optionee, an
Incentive Stock Option shall be exercisable only by the Optionee.
(g) Code Requirements. Each Incentive Stock Option Agreement shall
contain such terms and provisions as the Committee may determine to be
necessary or desirable in order to qualify such Incentive Stock Option as an
Incentive Stock Option within the meaning of Section 422 of the Code.
(h) No Rights as Shareholder. No Optionee shall have any rights as a
shareholder with respect to any shares of Stock subject to the Optionee's
Incentive Stock Option prior to the date of issuance to the Optionee of a
certificate or certificates for such shares.
(i) No Rights to Continued Employment. The Plan and any Incentive
Stock Option granted pursuant to Section 3 of this Article II shall not confer
upon any Key Employee any right with respect to continuance of employment by
the Company or any Subsidiary nor shall they interfere in any way with the
right of the Company or any Subsidiary employing an Optionee to terminate the
Optionee's employment at any time.
5. Disposition of Shares by Key Employees. With respect to shares of
Stock acquired as a result of the exercise of an Incentive Stock Option, any
disposition of such shares other than by will or by the laws of descent and
distribution before the later of the expiration of the two (2) year period
beginning on the date such Incentive Stock Option was granted or the
expiration of the one (1) year period beginning on the date of the transfer of
such share pursuant to such exercise, will not be prohibited by the Plan, but
may disqualify the disposition from receiving favorable tax treatment under
Section 421(a) of the Code.
III. NONQUALIFIED STOCK OPTIONS
1. Nonqualified Stock Options. Subject to the provisions of the Plan,
the Committee may grant other stock options ("Nonqualified Stock Options")
from time to time in accordance with the provisions of this Article III.
2. Shares Subject to Nonqualified Stock Options. Nonqualified Stock
Options may be granted by the Company from time to time to Key Employees or
Directors to purchase an aggregate of 75,000 shares of Stock. The Company
shall reserve said number of shares for Nonqualified Stock Options granted
under the Plan subject to adjustment as provided in Section 1 of Article V.
The shares issued upon the exercise of Nonqualified Stock Options granted
under the Plan may be authorized and unissued shares or shares held by the
Company in its treasury. If any Nonqualified Stock Options granted hereunder
should expire or become unexercisable for any reason without having been
exercised in full, the unpurchased shares which were subject to a Nonqualified
Stock Option shall, unless the Plan shall terminate, be available for the
grant of other Nonqualified Stock Options under the Plan.
3. Grant of Nonqualified Stock Options to Key Employees or Directors.
Subject to the provisions of the Plan and in particular this Article III, the
Committee shall (i) determine and designate from time to time those Key
Employees or Directors to whom Nonqualified Stock Options are to be granted
and the number of shares of Stock to be optioned to each such person and (ii)
determine the time or times and the manner in which each Nonqualified Stock
Option shall be exercisable and the duration of the exercise period.
Nonqualified Stock Options need not be identical and in fixing the terms of
any Incentive Stock Option, the Committee may take into account such
individual factors bearing on the value of the employee or director, as it
considers appropriate.
4. Terms and Conditions of Nonqualified Stock Options. Each
Nonqualified Stock Option granted under the Plan to a Key Employee or Director
pursuant to Section 3 hereof shall be evidenced by an agreement with the
Optionee (the "Nonqualified Stock Option Agreement") in a form approved by the
Committee. Each Nonqualified Stock Option and the Nonqualified Stock Option
Agreement shall be subject to the following express terms and conditions and
to such other terms and conditions as the Committee may deem appropriate.
(a) Nonqualified Stock Option Period. Each Nonqualified Stock Option
Agreement shall specify the period for which the Nonqualified Stock Option
thereunder is granted and exercisable, as determined by the Committee, and
shall provide that the option shall expire at the end of such period.
(b) Date of Grant. The date of grant of a Nonqualified Stock Option to
a Key Employee or Director under the Plan shall, for all purposes, be the date
on which the Committee makes the determination of granting such Nonqualified
Stock Option. Notice of such determination shall be given to each Key
Employee or Director to whom an option is so granted within a reasonable
period of time after the date of such grant.
(c) Nonqualified Stock Option Price. The option price per share of
Stock shall be determined by the Committee at the time any Nonqualified Stock
Option is granted and shall not be less than the fair market value of one
share of Stock on the date the Nonqualified Stock Option is granted. If the
Stock is traded on an exchange, the fair market value shall be deemed to be
the price at which the Stock is quoted at the close of the exchange on such
day.
(d) Exercise of Nonqualified Stock Option. The Nonqualified Stock
Option Agreement may provide that the option may be exercised in whole or in
part at any time or times during the option period.
(e) Exercise During Employment or Board Tenure. Unless otherwise
provided under the terms of a Nonqualified Stock Option Agreement, a
Nonqualified Stock Option granted to a Key Employee or Director may be
exercised by an Optionee only while the Optionee is an employee or director of
the Company or a Subsidiary and has maintained continuous status as an
employee or director since the date of the grant of the Nonqualified Stock
Option, except if the Optionee's continuous employment or directorship ceases
by reason of the Optionee's voluntary termination of employment or
directorship, retirement, involuntary termination due to staff reduction or
other internal reorganization, disability or death. If the continuous
employment or directorship of an Optionee ceases as a result of the Optionee's
voluntary termination of employment or directorship, retirement or involuntary
termination due to staff reduction or other internal reorganization, the
Optionee may, but only within a period of ninety (90) days beginning the date
following the date of such termination of employment or directorship (and no
later than the date the Nonqualified Stock Option would otherwise expire),
exercise the option to the extent the Optionee was entitled to exercise it at
the date of such termination. If the continuous employment or directorship of
an Optionee is terminated as a result of Optionee's disability, the Optionee
may, but only within a one (1) year period from the date of such termination
of employment (and no later than the date the Nonqualified Stock Option would
otherwise expire), exercise the option to the extent the Optionee was entitled
to exercise it at the date of such termination. If the continuous employment
or directorship of an Optionee is terminated by death, then to the extent that
the Optionee would have been entitled to exercise the Nonqualified Stock
Option immediately prior to the Optionee's death, such Nonqualified Stock
Option of the deceased Optionee may be exercised, but only within ninety (90)
days from the date of the Optionee's death (and no later than the date on
which such Nonqualified Stock Option would otherwise expire), by the person or
persons (including the Optionee's estate) to whom the Optionee's rights under
such Nonqualified Stock Option shall have passed by will or by the laws of
descent and distribution. Termination of continuous employment or
directorship for any other reason shall result in the immediate cancellation
of the Nonqualified Stock Option.
The term "continuous employment or directorship" and "continuous status
as an employee or director" mean the absence of any interruption or
termination of employment or directorship with the Company or with any present
or future Subsidiary. Employment and directorship shall not be considered
interrupted in the case of transfers between the Company and any Subsidiary or
between Subsidiaries, nor in the case of any military leave or any approved
leave of absence which the Committee, in its discretion, treats as a period of
employment or directorship, as the case may be.
(f) Non-transferability. No Nonqualified Stock Option granted to a Key
Employee or Director under the Plan shall be transferrable other than by will
or by the laws of descent and distribution. During the lifetime of the
Optionee, a Nonqualified Stock Option shall be exercisable only by the
Optionee.
(g) No Rights as Shareholder. No Optionee shall have any rights as a
shareholder with respect to any shares of Stock subject to the Optionee's
Nonqualified Stock Option prior to the date of issuance to the Optionee of a
certificate or certificates for such shares.
(h) No Rights to Continued Employment or Board Tenure. The Plan and
any Nonqualified Stock Option granted pursuant to Section 3 of this Article
III shall not confer upon any Key Employee or Director any right with respect
to continuance of employment by or directorship of the Company or any
Subsidiary nor shall they interfere in any way with the right of any duly
authorized party to terminate the Optionee's employment or remove the Optionee
from directorship at any time.
5. Disposition of Shares. No share of Stock acquired as a result of
the exercise of a Nonqualified Stock Option granted under the Plan shall be
subject to any restrictions on transferability or otherwise on account of the
Plan.
IV. EXERCISE AND PURCHASE PROVISIONS
1. Limitation on Exercise of Options. Each option granted under the
Plan shall provide that the option may not be exercised in whole or in part by
the Optionee for less than 100 shares of Stock unless only less than 100
shares of Stock remain subject to the option. In addition, an option may not
be exercised for a fractional share.
2. Payment of Purchase Price upon Exercise of Option. Each option
granted under the Plan shall provide that the purchase price of the shares as
to which an option is exercised will be paid to the Company at the time of
exercise, either in cash, or in Stock already owned by the Optionee or to be
acquired by the Optionee upon exercise of the option, and having a total fair
market value, as determined by the Committee, equal to the purchase price, or
in a combination of cash and Stock having a total fair market value, as so
determined, equal to the purchase price.
3. Procedure for Exercising Options. Each option granted under the
Plan shall be exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and the Incentive Stock Option
Agreement or the Nonqualified Stock Option Agreement, as the case may be.
An option may be exercised, subject to the applicable provisions of this
Plan relative to its termination and limitations on its exercise, from time to
time only by (i) written notice of intent to exercise the option with respect
to a specified number of shares and, contemporaneously with delivery of each
such notice, (ii) tender of the purchase price as provided in Section 2
hereof. Each such notice and payment shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Treasurer of the Company at its
executive offices.
In connection with the exercise of an option, the Optionee may complete
and sign an Option Exercise Form along with signed written instructions to the
Company instructing the Company to deliver the Stock to a broker or other
party. Upon receipt of such signed, completed Option Exercise Form, the
written, signed instructions, and full payment in cash for the Stock to be
acquired, the Company shall deliver the Stock to the broker or other party in
accordance with the written instructions.
V. MISCELLANEOUS PROVISIONS
1. Adjustments in Event of Change in Common Stock. In the event of
any change in the Common Stock of the Company by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination, or exchange of shares, or rights offering to purchase Common
Stock at a price substantially below fair market value, or of any similar
change affecting the Stock, the number and kind of shares which thereafter may
be optioned and sold under the Plan pursuant to Articles II and III hereof and
the number and kind of shares subject to option in outstanding option
agreements and the purchase price per share thereof shall be appropriately
adjusted consistent with such change in such manner as the Committee may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to, or available for, participants in the Plan.
2. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of options thereunder and the obligations of the Company to sell and
deliver shares under such options, shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government
or regulatory agency as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Stock prior to the completion
of any registration or qualification of such shares under any federal or state
law, or any ruling or regulation of any government body which the Company
shall, in its sole discretion, determine to be necessary or advisable.
3. Modification of Options. At any time and from time to time the
Board of the Company may authorize the modification of any outstanding option,
provided no such modification, extension or renewal shall confer on the holder
of said option any right or benefit which could not be conferred by the grant
of a new option at such time or impair the option without the consent of the
holder of the option.
4. Amendment and Termination of the Plan. The Board of Directors of
the Company may amend, suspend or terminate the Plan except that no action of
the Board may increase (other than as provided in Section 1 hereof) the
maximum number of shares permitted to be optioned under the Plan, reduce the
minimum option price provided for in Section 4(c) of Article II or extend the
period within which options may be exercised, unless such action of the Board
shall be subject to approval or ratification by the shareholders of the
Company.
5. Effective Date of the Plan. The effective date of the Plan shall
be the date of its adoption by the Board of Directors of the Company, but
such adoption shall be subject to approval and ratification of a majority of
the shareholders of the Company entitled to vote.
6. Interpretation of Article II Options. The terms of this Plan which
relate to the grant of Incentive Stock Options to Key Employees are intended
to comply with rules and regulations regarding the qualification of Incentive
Stock Options under Section 422 of the Code, and the Plan shall be interpreted
and construed accordingly. Except with respect to certain disqualifying
dispositions of Stock acquired as a result of the exercise of an Incentive
Stock Option, which are not prohibited by the Plan, if a provision of the Plan
conflicts with any such rule or regulation, then the provision of the Plan
shall be void and of no force and effect.
CFX CORPORATION
1995 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of _____________________, 199__ by and between
CFX Corporation, a New Hampshire corporation (the "Company"), and
_________________ (the "Optionee").
1. Grant of Option. Pursuant to the provisions of the CFX
Corporation 1995 Stock Option Plan (the "Plan"), the Company hereby grants
to the Optionee, subject to the applicable terms, definitions and conditions
of the Plan which are incorporated herein by reference, and subject further
to the terms and conditions herein set forth, the right and option to
purchase from the Company an aggregate of ________ shares of Common Stock,
$1.00 par value, of the Company ("Stock") at the purchase price of $______
per share, such price being 100% of the fair market value of a share of
Stock on ________________, 199__ (the "Date of Grant" as defined in the
Plan) or 110% of the fair market value of a share of Stock on the Date of
Grant if at such time the Optionee owns more than 10% of the total combined
voting power of all classes of stock pursuant to Section 4(c)(2) of Article
II of the Plan. This option is intended to qualify as an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code.
2. Exercise of Option. Optionee shall be entitled to first exercise
this option with respect to the following number of shares of Stock during
the following calendar years:
Number of Shares Calendar Year
of Stock Exercisable
After shares of Stock are subject to exercise in accordance with the above
schedule, Optionee may exercise his option with respect to those shares in
whole or in part at any time or times prior to the expiration date as
defined in Section 3 hereof. This option shall be exercisable in accordance
with the provisions of the Plan, in whole or in part at any time or times
prior to the expiration date as defined in Section 3 hereof.
Notwithstanding any provision of this Agreement to the contrary, no
part of this option may be exercised if the Stock to be purchased is not
subject to exercise in accordance with the above schedule. If at the time
that this incentive Stock option becomes first exercisable in accordance
with the above schedule, the aggregate fair market value (determined at the
time of the grant) of Stock with respect to which incentive stock options
are first exercisable during any calendar year under this Plan and all other
stock option plans of the Company and its Subsidiaries exceeds $100,000,
then the option shall be treated in part as an Incentive Stock Option and in
part as an Non-qualified Stock Option, and the company may designate the
shares of stock that are to be treated as stock acquired pursuant to the
exercise of an Incentive Stock Option by issuing a separate certificate for
such shares and identifying the certificate as Incentive Stock Option shares
in the stock transfer records of the Company.
3. Expiration Date. No portion of this option may be exercised more
than ________ years from the Date of Grant specified in Section 1 hereof,
and this option shall expire at the end of such _____-year period.
Additionally, except as provided in the Plan, this option shall expire when
the Optionee terminates employment with the Company or a Subsidiary. This
option may be exercised during such period only in accordance with the
applicable provisions of the Plan and the terms of this Agreement.
4. Limitation on Exercise. This option may not be exercised in
whole or in part by Optionee for less than 100 shares of Stock unless only
less than 100 shares of Stock remain subject to the option.
5. Method of Exercise. This option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the option, the number of shares
of Stock with respect to which it is being exercised, the person in
whose name the stock certificate or certificates for such shares of
Stock is to be registered, his address and Social Security Number (or
if more than one, the names, addresses and Social Security Numbers of
such persons);
(ii) Be signed by the person or persons entitled to exercise the
option and, if the option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the option; and
(iii) Be delivered in person or by registered or certified mail to
the Treasurer of the Company.
(iv) Be accompanied by signed written instructions acceptable to the
Company in the event that Optionee desires the Company to deliver the
Stock to Optionee's broker or to any party other than Optionee.
Such notice shall be accompanied by payment of the full purchase price of
the shares of Stock with respect to which the option is being exercised.
Payment shall be by certified or bank cashier's check, by the surrender and
delivery to the Company of certificates representing shares of its Stock
duly endorsed for transfer or accompanied by a duly executed assignment, or
by an agreement signed by the Optionee to surrender and deliver to the
Company certificates representing shares of its Stock duly endorsed for
transfer, which may be effected by means of a duly executed assignment,
transferring to the Company shares of Stock acquired through the exercise of
the Option, or by a combination of such methods of payment. The certificate
or certificates for shares of Stock as to which the option shall be
exercised shall be registered in the name of the person or persons
exercising the option.
6. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of descent or
distribution and may be exercised during the lifetime of the Optionee only
by the Optionee. The terms of this option shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.
7. Adjustments. In the event of any change in the Stock of the
Company by reason of any stock dividend, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of shares, for any
rights offering to purchase stock at a price substantially below fair market
value, or of any similar change affecting the Common Stock, then in any such
event the number and kind of shares subject to this option and the purchase
price per share shall be appropriately adjusted consistent with such change
in such manner as the Committee appointed pursuant to Section 2 of Article I
of the Plan may deem equitable to prevent substantial dilution or
enlargement of the rights granted to Optionee hereunder. Any adjustment so
made shall be final and binding upon Optionee.
8. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such
shares.
9. No Right to Continued Employment. This option shall not confer
upon Optionee any right with respect to continuance of employment by the
Company or any Subsidiary, nor shall it interfere in any way with the right
of his employer to terminate his employment at any time.
10. Compliance With Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be
subject to all applicable federal and state laws, rules and regulations and
to such approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of
any government body which the Company shall, in its sole discretion,
determine to be necessary or advisable. Moreover, this option may not be
exercised if its exercise, or the receipt of shares of Stock pursuant
thereto, would be contrary to applicable law.
11. Optionee Bound by Plan. Optionee hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the applicable terms and
provisions thereof.
12. Counterparts. This Agreement has been executed in two
counterparts each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, CFX Corporation has caused this Agreement to be
executed by its President or a Vice-President and Optionee has executed this
Agreement, both as of the day and year first above written.
CFX CORPORATION
---------------------------------- By:-------------------------------
Witness Its
---------------------------------- ----------------------------------
Witness Optionee
SCHEDULE 1 -- NOTATIONS AS TO EXERCISE
Number of Number of Balance of Authorized
Date of Shares Subject Purchased Shares Subject Signature
Exercise To Exercise Shares To Exercise and Date
CFX CORPORATION
1995 STOCK OPTION PLAN
INCENTIVE OPTION EXERCISE FORM
-------------------------------
Date
Treasurer
CFX CORPORATION
Dear Sir:
The undersigned elects to exercise his option to purchase
________________ shares of Common Stock, $1.00 par value, of CFX Corporation
("the Company") under and pursuant to the Incentive Stock Option Agreement
dated _______________, 199__ between the Company and the undersigned and
the Company's 1995 Stock Option Plan.
Option Price: $____________________
Payment Options (select one or both)
___ (a) Delivered herewith is a certified or bank cashier's check
or certificates representing shares of said stock (duly
endorsed for transfer or accompanied by a duly executed
assignment), or a combination of both, having a fair
market value equivalent to, or when combined with payment
submitted under Payment Option (b) equivalent to, the
option price.
___ (b) The undersigned hereby agrees to and authorizes the
surrender and delivery to the Company of certificates
representing shares of said stock duly endorsed for
transfer, which may be effected by means of a duly
executed assignment delivered herewith, transferring to
the Company shares of said stock being acquired through
the exercise of this option and having a fair market value
equivalent to, or when combined with payment submitted
under Payment Option (a) equivalent to, the option price.
The name or names to be on the stock certificate or certificates and
the address and Social Security number of such person(s) are as follows:
Name -------------------------------------------
Address ----------------------------------------
Social Security Number -------------------------
The undersigned hereby acknowledges and agrees that all of the Common
Stock being purchased hereunder is being acquired pursuant to the terms and
provisions of said Incentive Stock Option Agreement and the applicable terms
and provisions of said Stock Option Plan.
-------------------------------------
Optionee
CFX CORPORATION
1995 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of _______________________, 19___ by and between
CFX Corporation, a New Hampshire corporation (the "Company"), and ___________
_____________________ (the "Optionee").
1. Grant of Option. Pursuant to the provisions of Article III of
the CFX Corporation 1995 Stock Option Plan (the "Plan"), the Company hereby
grants to the Optionee, subject to the applicable terms, definitions and
conditions of the Plan which are incorporated herein by reference, and subject
further to the terms and conditions herein set forth, the right and option to
purchase from the Company all or any part of an aggregate of
__________________________ shares of Common Stock, $1.00 par value, of the
Company ("Stock") at the purchase price of $___________ per share, such price
being 100% of the fair market value of a share of Stock on ______________,
19___ (the "Date of Grant" as defined in the Plan). This option is not
intended to qualify as an incentive stock option within the meaning of Section
422 of the Internal Revenue Code.
2. Expiration Date. This option may not be exercised more than
__________ years from the Date of Grant specified in Section 1 hereof and
shall expire at the end of such ________-year period. Additionally, except as
provided in the Plan, this option shall expire when the Optionee terminates
employment with the Company or a Subsidiary. This option may be exercised
during such period only in accordance with the applicable provisions of the
plan and the terms of this Agreement.
3. Exercise of Option. This option shall be exercisable in
accordance with the provisions of the Plan in whole or in part at any time or
times prior to the expiration date as defined in Section 2 hereof.
4. Limitation on Exercise. This option may not be exercised in
whole or in part by Optionee for less than 100 shares of Stock unless only
less than 100 shares of Stock remain subject to the option.
5. Method of Exercise. This option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the option, the number
of shares of Stock with respect to which it is being
exercised, the person in whose name the stock certificate
or certificates for such shares of Stock is to be
registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security
Numbers of such persons);
(ii) Be signed by the person or persons entitled to
exercise the option and, if the option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
company, of the right of such person or persons to exercise
the option; and
(iii) Be delivered in person or by registered or certified
mail to the Treasurer of the Company.
(iv) Be accompanied by signed written instructions acceptable to
the Company in the event that Optionee desires the Company
to deliver the Stock to Optionee's broker or to any party
other than Optionee.
Such notice shall be accompanied by payment of the full purchase price of the
shares of Stock with respect to which the option is being exercised. Payment
shall be by certified or bank cashier's check, by the surrender and delivery
to the Company of certificates representing shares of its Stock duly endorsed
for transfer or accompanied by a duly executed assignment, or by an agreement
signed by the Optionee to surrender and deliver to the Company certificates
representing shares of its Stock duly endorsed for transfer, which may be
effected by means of a duly executed assignment, transferring to the Company
shares of Stock acquired through the exercise of the Option, or by a
combination of such methods of payment. The certificate or certificates for
shares of Stock as to which the option shall be exercised shall be registered
in the name of the person or persons exercising the option.
6. Non-transferability of Option. This option may not be transferred
in any manner otherwise than by will or the laws of descent and distribution
and may be exercised during the period that the Optionee is a Key Employee or
Director, as the case may be, as those terms are defined in the Plan and only
by the Optionee. The terms of this option shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.
7. Adjustments. In the event of any change in the Stock of the Company
by reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares, or any rights
offering to Purchase Stock at a price substantially below fair market value,
or of any similar change affecting the common Stock, then in any such event
the number and kind of shares subject to this option and their purchase price
per share shall be appropriately adjusted consistent with such change in such
manner as the committee appointed pursuant to the Plan may deem equitable to
prevent substantial dilution or enlargement of the rights granted to Optionee
hereunder. Any adjustment so made shall be final and binding upon Optionee.
8. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such
shares.
9. No Rights to Continued Employment or Board Tenure. This option
shall not confer upon Optionee any right with respect to continuance of
employment or directorship nor shall it interfere in any way with the right of
any party to terminate Optionee's employment or the right of the Board to
remove a director in accordance with the by-laws of the Company.
10. Compliance With Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any government or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares
of Stock prior to the completion of any registration or qualification of such
shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to
be necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be
contrary to applicable law.
11. Optionee Bound by Plan. Optionee hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the applicable terms and
provisions thereof.
12. Counterparts. This Agreement has been executed in two
counterparts each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, CFX Corporation has caused this Agreement to be
executed by its President or a Vice-President and Optionee has executed this
Agreement, both as of the day and year first above written.
CFX CORPORATION
By:
Witness Its
Witness Optionee
SCHEDULE 1 -- NOTATIONS AS TO EXERCISE
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
CFX CORPORATION
1995 STOCK OPTION PLAN
NONQUALIFIED OPTION EXERCISE FORM
Date
Treasurer
CFX CORPORATION
Dear Sir:
The undersigned elects to exercise his option to purchase _____________
shares of Common Stock, $1.00 par value, of CFX CORPORATION (the "Company")
under and pursuant to the Nonqualified Stock Option Agreement dated
_____________________, 19___ between the Company and the undersigned and
Article III of the Company's Company's 1995 Stock Option Plan.
Option Price: $____________________
Payment Options (select one or both)
___ (a) Delivered herewith is a certified or bank cashier's check or
certificates representing shares of said stock (duly
endorsed for transfer or accompanied by a duly executed
assignment), or a combination of both, having a fair market
value equivalent to, or when combined with payment
submitted under Payment Option (b) equivalent to, the
option price.
___ (b) The undersigned hereby agrees to and authorizes the surrender
and delivery to the Company of certificates representing
shares of said stock duly endorsed for transfer, which may
be effected by means of a duly executed assignment
delivered herewith, transferring to the Company shares of
said stock being acquired through the exercise of this
option and having a fair market value equivalent to, or
when combined with payment submitted under Payment Option
(a) equivalent to, the option price.
The name or names to be on the stock certificate or certificates and the
address and Social Security number of such persons are as follows:
Name:
Address:
Social Security Number:
The undersigned hereby acknowledges and agrees that all of the Common
Stock being purchased hereunder is being acquired pursuant to the terms and
provisions of said Nonqualified Stock Option Agreement and the applicable
terms and provisions of said Stock Option Plan, including, without limitation,
any restrictions on exercise of said Option.
Optionee
EXHIBIT 99.3
List of Companies Whose Employees are Eligible to Participate
in CFX Corporation 1995 Stock Option Plan
CFX Corporation
CFX Bank
CFX Mortgage, Inc.
CFX Funding, L.L.C.
Orange Savings Bank
