EXHIBIT 99.2
MARITIME BANK & TRUST COMPANY
1991 STOCK OPTION PLAN
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MARITIME BANK & TRUST COMPANY
1991 STOCK OPTION PLAN
This Stock Option Plan (the "Plan") of MARITIME BANK & TRUST
COMPANY (the "Corporation") enables the Corporation to design a flexible
compensation package in order to attract and retain those employees and
directors who will most effectively advance the interests of the Corporation and
its shareholders. It is intended that both qualified and non-qualified options
will be granted under the Plan.
1. STOCK SUBJECT TO PLAN.
The stock subject to the Plan shall be shares of the
Corporation's authorized but unissued or reacquired Common Stock, par value
$1.00 per share. The aggregate number of shares for which options may be granted
pursuant to the Plan shall not exceed 75,000 shares. If an option shall expire
or terminate for any reason without having been exercised in full, including
shares for which an option was surrendered pursuant to Section 5 or 6, the
shares subject to the unexercised or terminated option shall not be considered
to have been subject to an option for purposes of the limitation on the
aggregate number of shares subject to the Plan.
2. ADMINISTRATION.
The Plan shall be administered by the Board of Directors of
the Corporation or any committee ("Committee") thereof appointed by the Board of
Directors. Subject to the provisions of the Plan set forth herein, the board or
the Committee is authorized to determine the key employees and directors of the
Corporation to whom options shall be granted; the number of shares to be covered
by each option; and the terms and conditions of each option (including
restrictions on the sale or other transfer of shares issued pursuant to the
exercise of an option) and to establish rules and regulations pertaining to
participation in and administration of the Plan.
3. ELIGIBILITY AND PARTICIPATION.
Key employees of the Corporation, including employees who are
officers or directors of the Corporation and, with respect to non-qualified
options, directors of the Corporation who are not employees and Mr. Richard
Hertz, Chairman (in organization), shall be eligible to be granted an option
under this Plan. An individual who has been granted an option may be granted
additional options.
4. GRANTING OF OPTIONS
Options granted under the Plan may be of two types, a
non-qualified stock option ("Non-Qualified Option") and an incentive stock
option ("Incentive Stock Option"). The Board of Directors or the Committee shall
have the authority to grant Non-Qualified Options, or to grant Incentive Stock
Options, or to grant both types of options to any eligible person, provided,
however, that only officers and key employees employed by the Corporation shall
receive Incentive Stock Options. To the extent that any option is not designated
as an Incentive Stock Option, it shall constitute a separate Non-Qualified
Option.
It is intended that the Incentive Stock Options granted
hereunder shall constitute incentive stock options within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be
subject to the tax treatment described in Section 421(a) of the code. Anything
in the Plan to the contrary notwithstanding, non provision of the Plan relating
to Incentive Stock Options shall be interpreted, amended or altered, nor shall
any discretion or
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authority granted under the Plan be so exercised, so as to disqualify either the
Plan or any Incentive Stock Option under Section 422 of the Code. In the event
of a conflict between the Plan and the provisions of the Code, it is intended
that the provisions of the Code shall prevail.
5. GRANTING OF INCENTIVE STOCK OPTIONS.
Each Incentive Stock Option granted under the Plan shall be
evidenced by a written agreement containing provisions not inconsistent with the
Plan, including the following:
(a) Number of Shares. Each option shall state the number of
shares to which it pertains and the purchase price of each share subject
thereto.
(b) Purchase Price. The purchase price of each share subject
to an option under this Plan shall be stated therein and shall not be less than
one hundred (100%) percent of the fair market value of such stock on the day the
option is granted, except that in the case of any individual who, at the time of
grant, owns, or is deemed to own by virtue of the attribution rules of Code
section 424(d), stock representing more than 10% of the total combined voting
power of all classes of stock of the Corporation (a "10% Stockholder"), the
option price of any Incentive Stock Option shall not be less than 110% of the
fair market value of the stock on the date of the grant. The fair market value
shall be determined as set out in Exhibit A, in good faith by the Board of
Directors or the Committee, which may rely upon the views of investment
counselors, appraisers and other experts as it deems prudent; provided, however,
that if the Common Stock ever becomes publicly traded, fair market value shall
be determined to be the mean of the bid and asked prices for the preceding five
(5) trading days.
(c) Payment of Purchase Price. The purchase price shall be
paid in cash, certified or bank cashier's or teller's check, or in shares of
Common Stock, par value $1.00 per share, of the Corporation.
(d) Term of Option. No option shall be exercisable prior to
one (1) year from the date it is granted or more than ten (10) years from the
date it is granted, and no option granted to a 10% Stockholder shall be
exercisable after the expiration of five (5) years from the date it is granted.
(e) Transferability. No option shall be assignable or
transferable by an optionee except by will or the laws of descent and
distribution. An option may be exercised only by the optionee during the
optionee's life, unless the optionee is legally incapacitated, in which case the
optionee's duly appointed guardian or legal representative may exercise the
option.
(f) Exercise. (i) Each Incentive Stock Option by its terms
shall require the optionee to remain in the continuous employ of the Corporation
for at least one year from the date of grant of the Incentive Stock Option
before the Incentive Stock Option shall be exercisable, except if the optionee's
employment with the Corporation terminates as a result of retirement, permanent
disability or death. For purposes of this Plan, the term "retirement" means
termination of employment of an employee on or after attaining age fifty-five
(55) with twenty (20) or more years of continuous service or on or after
attaining age sixty (60) with ten (10) or more years of continuous service.
(ii) An Incentive Stock Option shall not be
exercisable by the optionee unless, at the time of exercise, such optionee is an
employee of the Corporation except that, upon termination of employment with the
Corporation, the optionee may exercise any option, to the extent that the
optionee was entitled to do so at the termination of his employment, at any time
within the shorter of the optionee's Term of Employment or two years from the
date of termination if the termination of employment results from retirement, or
from permanent disability, and if such retirement or permanent disability occurs
while the optionee is employed by the Corporation. For the purposes of this
Agreement, an optionee's "Term of Employment" shall mean the number of whole
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months that the Optionee was employed by the Corporation. Options or optionees
who voluntarily terminate their employment with the Company, or are
involuntarily terminated for any reason other than gross negligence or
malfeasance, shall (a) prior to October 1, 1993 lapse upon six months from the
date of termination or (b) on or after October 1, 1993 lapse upon three months
from the date of termination.
(iii) If an optionee dies while an employee
of the Corporation, such optionee's estate or any person who acquired the right
to exercise such option by bequest or inheritance or by reason of the death of
the optionee (the "Successor") may exercise such optionee's option, to the
extent of the exercisable portion of such option at the time of his death, at
any time within twelve months following the date of death, provided that, in the
case of the Company's initial President serving after receipt of the Company's
Final Certificate of Authority from the Connecticut Banking Department, any
Successor may exercise such optionee's option, to the extent of the exercisable
portion of such option at the time of such optionee's death, for a period up to
ten years from the date of grant of the option.
(iv) Notwithstanding any of the foregoing,
in no event shall an option be exercisable in whole or in part after the
termination date provided in the optionee's stock option agreement.
(v) Each Incentive Stock Option Agreement
entered into between an Optionee and the Corporation shall clearly provide that
Options granted thereunder shall not be entitled to beneficial incentive stock
option treatment under Section 422 of the Code in the event the Optionee chooses
to exercise such Option under the circumstances provided herein which do not
qualify for favorable treatment under Section 421 and 422 of the Code.
(g) Vesting. Except as the Board of Directors or the Committee
may otherwise provide in an optionee's stock option agreement, Incentive Stock
Options shall become exercisable one year after date of grant.
6. GRANTING OF NON-QUALIFIED OPTIONS.
Each Non-Qualified Option granted under the Plan shall be
evidenced by a written stock option agreement containing provisions not
inconsistent with the Plan, including the following:
(a) Number of Shares. Each option shall state the number of
shares to which it pertains and the purchase price of each share subject
thereto.
(b) Purchase Price. The purchase price of each share subject
to an option under this Plan shall be stated therein and shall be as provided
under Section 5(b) herein, or such other amount as may be determined from time
to time by the Board of Directors or the Committee.
(c) Payment of Purchase Price. The purchase price shall be
paid in cash, certified or bank cashier's or teller's check, or in shares of
Common Stock, par value $1.00 per share, of the Corporation.
(d) Term of Option. No option shall be exercisable more than
ten (10) years from the date it is granted.
(e) Exercise. (i) Unless the optionee's employment with the
Corporation or the non-employee director's term of service as a director
("Service") terminates as a result of retirement, permanent disability or death,
each Non-qualified Option granted to such optionees by its terms shall require
that: (y) the optionee remain in the continuous employ of the Corporation for at
least one year from the date of grant of the Option before the Option shall be
exercisable, and (z) in the
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case of non-employee directors, such non-employee directors shall be required to
continue as a director for the shorter of one year or the expiration of their
term as a director. In the case of a Non-Qualified Option granted to an
incorporator, such option shall not be exercisable until a date one year from
the date of grant of such option.
(ii) A Non-Qualified Option shall not be exercisable by an
employee or non-employee director optionee unless, at the time of exercise, such
optionee is an employee of the Corporation, or a non-employee director of the
Corporation, except that, upon termination of employment with the Corporation,
or in the case of non-employee directors, the termination of their Service, the
optionee may exercise any option, to the extent that the optionee was entitled
to do so at the termination of his employment or service, at any time within the
shorter of the Optionee's Term of Employment or Service or two years, except
that, in the case of a non-employee director who has served as a director for
three years or more the period shall be the original term of the option.
(iii) If an optionee dies while an employee, or a director, of
the Corporation, such optionee's estate or any person who acquired the right to
exercise such option by bequest or inheritance or by reason of the death of the
optionee may exercise such optionee's option, to the extent of the exercisable
portion of such option at the time of his death, for a period of up to ten years
from the date of grant of the option.
(iv) Notwithstanding any of the foregoing, in no event shall
an option be exercisable in whole or in part after the termination date provided
in the optionee's stock option agreement, however, subject to Section 5(d), in
the case of death the option period shall terminate twelve months from the date
of death.
(f) Transferability. Non-Qualified Options shall not be
transferable or assignable otherwise than by will or by the laws of descent and
distribution, and shall be exercisable during the optionee's lifetime only by
the optionee or, if legally incapacitated, by the optionee's duly appointed
guardian or legal representative.
7. CHANGE IN CAPITAL STRUCTURE.
If the Corporation's outstanding shares of Common Stock are
increased or changed into or exchanged for a different number or kind of share
of capital stock or other securities of the Corporation by reason of any stock
dividend or split, recapitalization, reclassification, merger, consolidation,
combination of shares or other corporate change, the Board of Directors of the
Committee shall make such substitution or adjustment, if any, as it deems to be
equitable, in the number or kind of shares or other securities as to which
options may be granted and in the number or kind of shares or other securities
allocated to unexercised options granted prior to such change; provided,
however, no adjustment shall be made which would disqualify an Incentive Stock
Option from treatment under Section 421(a) of the Code or which would be
considered a modification, extension or renewal under Section 425(h) of the
Code.
In the case of any such substitution or adjustment, the
aggregate option price in each stock option agreement of all the shares covered
thereby prior to such substitution or adjustment shall be the option price for
all the shares or other securities substituted for such shares or to which such
shares are adjusted, and the option price per share after such substitution or
adjustment shall be determined accordingly; provided, however, that on such
determination shall obligate the Corporation to issue or sell fractional shares
or other securities.
8. USE OF PROCEEDS.
All proceeds received by the Corporation under the Plan shall
be used for its general corporate purposes.
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9. EFFECTIVE DATE OF PLAN.
The Plan shall become effective upon the adoption by the Board
of Directors of the Corporation subject to the approval of the Plan by the
shareholders of the Corporation within twelve months of adoption of the Plan.
10. TERM AND AMENDMENT.
The Board of Directors of the Corporation may at any time
revise, amend, suspend or terminate the Plan; provided, however, that such
revision, amendment, suspension or termination shall not affect any option
previously granted under the Plan; and, provided further, that no amendment
changing the provisions of Section 3 hereof or increasing the aggregate number
of shares subject to the Plan shall be made without the approval of a majority
of shares entitled to vote thereon. The Plan shall terminate ten (10) years from
the date on which the Plan became effective.
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EXHIBIT A
DETERMINATION OF PURCHASE PRICE
The per share purchase price shall be determined from time to
time by the Board of Directors of the Corporation, and a written notification of
such determination shall be maintained on file at the executive offices of the
Corporation; provided, however, that if the Board of Directors has not
determined a per share purchase price within the preceding twelve (12) month
period the per share purchase price shall equal the per share book value of the
Corporation at the close of the most recent fiscal year as determined by the
Corporation's independent accountants in accordance with generally accepted
accounting principles and practices, consistently applied. Notwithstanding the
foregoing, if the shares of Common Stock are publicly traded, the purchase price
shall be the mean of the bid and asked prices for the preceding five (5) trading
days.
