<PAGE>
As filed with the Securities and Exchange Commission on August 13, 1996.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
IROQUOIS BANCORP, INC.
(Exact name of registrant as specified in its charter)
New York 16-1351101
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
115 Genesee Street, Auburn, New York 13021
(Address, including zip code, of principal executive offices)
1996 Stock Option Plan
(Full title of the plan)
--------------------------------
James H. Paul, Secretary
Iroquois Bancorp, Inc.
115 Genesee Street, Auburn, New York 13021
(315) 252-9521
(Telephone number, including area code, of agent for service)
--------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Title of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per unit* price* registration fee
<S> <C> <C> <C> <C>
Common Stock 230,000
$1.00 par value shares $15 $3,450,000 $1,190.
- --------------------------------------------------------------------------------------------------
</TABLE>
* Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(g) and based upon the quoted prices for the Registrant's
common stock in The Nasdaq Stock Market National Market listing on August 9,
1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934 that contains audited financial
statements for the Registrant's fiscal year ended December 31, 1995.
(b) All other reports filed by the Registrant pursuant to Section 13 of the
Securities Exchange Act of 1934 since December 31, 1995.
(c) The description of the Registrant's common stock and its floating rate
cumulative preferred stock contained in its registration statement filed by the
Registrant pursuant to Section 12 of the Securities Exchange Act of 1934,
including any amendment or any report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Section 13
and 14 of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates all securities offered pursuant to this S-8
Registration Statement have been sold or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Upon request, the Registrant will provide without charge to each
participant in the Plan, upon oral or written request, any documents required to
be delivered pursuant to Rule 428 under the Securities Act of 1933, as amended,
and any and all of the information incorporated by reference into this
Registration Statement. Requests should be directed to James H. Paul,
Secretary, Iroquois Bancorp, Inc., 115 Genesee Street, Auburn, New York 13021,
telephone: (315) 252-9521.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the New York Business Corporation Law, Iroquois may extend
indemnification to directors and officers beyond that provided by law to include
any indemnification pursuant to agreements, resolutions of the board of
directors, resolutions of the shareholders, bylaws, or provisions of the
Certificate of Incorporation provided the Bylaws or Certificate of Incorporation
of
<PAGE>
Iroquois expressly permits such broad indemnification. The Bylaws of Iroquois do
contain appropriate provisions to enable Iroquois to indemnify its directors and
officers to the broadest extent possible. The Bylaws of Iroquois require the
Corporation to indemnify its directors and officers to the fullest extent
authorized by law and further to the extent permitted by applicable law,
pursuant to a resolution of the shareholders or directors, an agreement for
indemnification, any bylaw, any other law or otherwise. In addition to
indemnification, any such indemnified person shall be entitled to the payment
for expenses incurred in defending any legal action or proceeding in advance of
a final decision on the merits. The statutory provisions applicable to
indemnification, however, prohibit any such indemnification, by law or
otherwise, to a director or officer if a final adjudication establishes that the
acts of the director or officer were committed in bad faith, were a result of
active and deliberate dishonesty and were material, or that the director or
officer derived a personal gain to which the person was not entitled.
The statutory authority regarding indemnification applicable to directors
and officers contains no reference to indemnification of employees, which is
left to the discretion of the corporation, and the Bylaws of Iroquois authorize
indemnification of employees and other personnel to the fullest extent permitted
by law. The Bylaws do not, however, require such indemnification.
The Bylaws of Iroquois further authorize the directors to purchase, in the
board's discretion, liability insurance for the indemnification of directors,
officers or employees. Accordingly, as authorized by the New York State
Business Corporation Law and the Bylaws, Iroquois has obtained insurance from
Progressive Casualty Company of Lyndhurst, Ohio, insuring Iroquois and its
subsidiaries against any obligation that occurs as a result of its
indemnification of directors, officers, or other employees, and insuring such
persons for liabilities for which they may not be indemnified by Iroquois.
Insofar as indemnification of or liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling
Iroquois, Iroquois has been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed herewith as exhibits to this Registration
Statement:
5 Opinion and consent of Harris Beach & Wilcox, LLP.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Harris Beach & Wilcox, LLP, included in their opinion
filed as Exhibit 5.
24 Power of Attorney (included at pages II-5 and II-6).
99 Iroquois Bancorp, Inc. 1996 Stock Option Plan.
<PAGE>
ITEM 9. UNDERTAKINGS.
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, represent 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) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and 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 the 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.
(4) 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.
<PAGE>
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 Securities and Exchange 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.
<PAGE>
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 Auburn, State of New York, on July 25, 1996.
IROQUOIS BANCORP, INC.
By: /s/ Richard D. Calahan
_______________________________________
Richard D. Callahan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Marianne R. O'Connor his true and lawful
attorney-in-fact and agent with full power of substitution, for him and his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Joseph P. Ganey Chairman of the Board July 25, 1996
- ----------------------------
Joseph P. Ganey
/s/ Marianne R. O'Connor Treasurer and Chief Financial July 25, 1996
- ----------------------------
Marianne R. O'Connor Officer
/s/ Brian D. Baird Director July 25, 1996
- ----------------------------
Brian D. Baird
___________________________ Director July 25, 1996
John Bisgrove, Jr.
/s/ Peter J. Emerson Director July 25, 1996
- ----------------------------
Peter J. Emerson
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
__________________________ Director July 25, 1996
William J. Humes
/s/ Arthur A. Karpinski Director July 25, 1996
- ---------------------------
Arthur A. Karpinski
/s/ Henry D. Morehouse Director July 25, 1996
- ---------------------------
Henry D. Morehouse
/s/ Edward D. Peterson Director July 25, 1996
- ---------------------------
Edward D. Peterson
__________________________ Director July 25, 1996
Lewis E. Springer, II
</TABLE>
<PAGE>
EXHIBIT INDEX
5 Opinion and consent of Harris Beach & Wilcox, LLP.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Harris Beach & Wilcox, LLP, included in their opinion filed
as Exhibit 5.
24 Power of Attorney (included at pages II-5 and II-6).
99 Iroquois Bancorp, Inc. 1996 Stock Option Plan.
<PAGE>
[LETTERHEAD OF HARRIS BEACH & WILCOX, LLP]
August 13, 1996
EXHIBIT 5
---------
Iroquois Bancorp, Inc.
115 Genesee Street
Auburn, New York 13021
RE: IROQUOIS BANCORP, INC. 1996 STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in connection with a certain Registration
Statement on Form S-8 to be filed by you with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
for the Iroquois Bancorp, Inc. 1996 Stock Option Plan (the "Plan") on or about
July 29, 1996. Such Registration Statement may be amended, from time to time,
by one or more amendments at the request of the Commission, or on your own
initiative, either before or after its effective date. The Registration
Statement, as so amended or to be amended, covers shares of common stock, par
value $1.00 (the "Common Stock") of Iroquois Bancorp, Inc. referred to therein.
We have examined originals or copies, identified to our satisfaction, of
such documents and records of Iroquois Bancorp, Inc., and such other documents
and records as we have deemed necessary, as a basis for the opinions hereinafter
expressed.
Based on the foregoing, and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that, subject to an order or
other appropriate action by the Commission declaring the Registration Statement
effective, the Common Stock, when sold pursuant to the terms and conditions of
the Plan, will be legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HARRIS BEACH & WILCOX, LLP
by: /s/ Linda Oldfield
-----------------------
Linda Oldfield
LO\jrj
[LOWER SECTION OF LETTERHEAD OF HARRIS BEACH & WILCOX, LLP]
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Iroquois Bancorp, Inc:
We consent to incorporation by reference in the registration statement for the
1996 Stock Option Plan on Form S-8 of Iroquois Bancorp,Inc. of our report dated
January 26, 1996, relating to the consolidated balance sheets of Iroquois
Bancorp, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1995, which report has
been incorporated by reference in the December 31, 1995 annual report on Form
10-K of Iroquois Bancorp, Inc.
Syracuse, New York
August 5, 1996
/s/ KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 99
----------
IROQUOIS BANCORP, INC.
1996 STOCK OPTION PLAN
1. INTRODUCTION AND STATEMENT OF PURPOSE
This 1996 Stock Option Plan (the "Plan") is intended to encourage stock
ownership by selected officers and employees of Iroquois Bancorp, Inc. (the
"Company"), a New York corporation registered as a state bank holding company
under the New York State Banking Law and as a federal thrift holding company
under the Home Owners' Loan Act of 1933, as amended, and to selected officers
and employees of the Company's subsidiaries, Cayuga Savings Bank, a New York
State chartered savings bank, The Homestead Savings (FA), a federally chartered
savings association and such other entities as may become a subsidiary of the
Company while this Plan remains in effect (collectively, the "Subsidiaries" and
individually, a "Subsidiary"). The Plan is designed to promote the Company's
interests by increasing the proprietary interest in the Company of officers and
key employees of the Company and Subsidiaries on whose judgment and performance
the success of the Company largely depends. The Plan is also designed to
attract and retain persons of experience and ability to serve as officers and
employees of the Company and Subsidiaries.
Options granted under this Plan may be either Incentive Stock Options (as
hereinafter defined and provided for in Section 5(a) of this Plan) or
Nonstatutory Stock Options (as hereinafter defined and provided for in Section
5(b) of this Plan), as shall be determined in each specific case by a duly
appointed committee of the Board of Directors of the Company (the "Committee")
as hereinafter provided. As used in this Plan, the term "Option" shall refer to
either Incentive Stock Options or Nonstatutory Stock Options, or both.
2. ADMINISTRATION
(a) Subject to the express provisions of this Plan, the Committee shall
have plenary authority, in its sole discretion:
(i) To determine the time or times at which, and the officers and
employees of the Company and Subsidiaries to whom options shall be granted under
this Plan;
(ii) To determine, as the case may be, the Incentive Stock Option Price or
Nonstatutory Stock Option Price (both as defined herein) of, and the number of
shares of Stock (as defined herein) to be covered by, options granted under this
Plan;
(iii) to determine the time or times at which each option granted under
this Plan may be exercised, including whether an option may be exercised in
whole or in installments;
1
<PAGE>
(iv) To interpret this Plan and to prescribe, amend and rescind rules and
regulations relating to it; and
(v) To make all other determinations which the Committee shall deem
necessary or advisable for the administration of this Plan.
(b) The membership of the Committee shall at all times consist of not less
than 2 members of the Board of Directors of the Company (the "Board of
Directors"), each of whom shall be a "Disinterested Person" as defined in
Section 2(d) hereinafter. The Committee shall have all of the powers and duties
set forth herein, as well as such additional powers and duties as the Board of
Directors may delegate to it; provided, however, that the Board of Directors
expressly retains the right (i) to appoint the members of the Committee, and
(ii) to terminate or amend this Plan consistent with provisions of applicable
law. The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed,
may fill vacancies in the Committee, however caused, and may discharge the
Committee. Duly authorized actions of the Committee shall constitute actions of
the Board of Directors for the purposes of this Plan and the administration
thereof.
(c) Notwithstanding anything herein to the contrary, no employee, officer
or director of the Company shall, as a member of the Committee or otherwise,
have any vote with regard to the grant of any option to such employee, officer
or director, including, but not limited to:
(i) The time at which any such option shall be granted;
(ii) The number of shares of Stock covered by any such option;
(iii) The time or times at which, or the period during which, any such
option may be exercised or whether it may be exercised in whole or in
installments;
(iv) The provisions of the agreement relating to any such option; and
(v) The Incentive Stock Option Price of Stock subject to an Incentive
Stock Option granted to such person, or the Nonstatutory Stock Option Price of
Stock subject to a Nonstatutory Stock Option granted to such person.
(d) The term "Disinterested Person" as used in Section 2(b) of this Plan
shall mean a person who, at the time the person exercises discretion with
respect to the administration of this Plan, has not during the preceding year
received any discretionary grant of equity securities of the Company and
otherwise satisfies the qualifications of a "Disinterested Person" within the
meaning of the Securities and Exchange Commission's rules and regulations.
3. STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 10 of this Plan, the maximum
number of shares which may be made subject to options, or which may be issued
upon the exercise of options granted under this Plan, shall be 230,000 shares
of the common stock of the Company (the "Stock"). The shares of Stock reserved
for issuance pursuant to this Plan shall consist of authorized but previously
unissued shares of
2
<PAGE>
Stock. Alternatively, the Committee may use Treasury shares of Stock, in which
case the number of authorized but unissued shares held in reserve shall be
reduced accordingly.
Except as otherwise provided in Section 10 of this Plan, if an option
granted under this Plan expires, terminates or is cancelled for any reason
without having been exercised in full, the shares of Stock allocable to the
unexercised portion of such option may again be made subject to an option or
options granted under this Plan.
4. ELIGIBILITY
Options may be granted under this Plan to such officers and regular full-
time employees of the Company and Subsidiaries as may be selected in the manner
provided in Section 2 of this Plan. A director of the Company or a Subsidiary
who is not also a regular full-time employee of the Company or a Subsidiary
shall not be eligible to receive any options under this Plan. A person granted
an option under this Plan shall nevertheless remain eligible to receive one or
more additional options thereafter, notwithstanding that options previously
granted to such person remain unexercised in whole or in part.
5. TERMS OF OPTIONS
This Plan is intended to authorize the Committee to grant, in its
discretion, options that qualify as incentive stock options pursuant to Section
422 of the Internal Revenue Code of 1986, as amended (the "Code") (such
qualifying options being referred to herein as "Incentive Stock Options") or
options that do not so qualify (such nonqualifying options being referred to
herein as "Nonstatutory Stock Options"). Each option granted under this Plan
shall be evidenced by a written option agreement which shall be executed and
delivered as provided in Section 12 of this Plan and which shall specify whether
the option granted therein is an Incentive Stock Option or a Nonstatutory Stock
Option.
(a) Terms of Incentive Stock Options. Each stock option agreement
------------------------------------
covering an Incentive Stock Option granted under this Plan and any amendment
thereof shall conform to the provisions of Section 5(a)(i)-(iii) below, and may
contain such other terms and provisions consistent with the requirements of this
Plan as the Committee shall deem appropriate:
(i) Incentive Stock Option Price. Except as otherwise specifically
--------------------------------
provided in Section 8, the purchase price of each share of Stock subject to an
Incentive Stock Option (the "Incentive Stock Option Price") shall be a stated
price which is not less than 100% of the fair market value of such share of
Stock, determined in accordance with Section 8 of this Plan, as of the date such
Incentive Stock Option is granted; provided, however, that if an employee, at
the time an Incentive Stock Option is granted, owns stock representing more than
10% of the total combined voting power of all classes of stock of the Company,
(or, under Section 425(d) of the Code, is deemed to own stock representing more
than 10% of the total combined voting power of all such classes of stock,
directly or indirectly, by or for any brother, sister, spouse, ancestor, or
lineal descendant of such employee, or by or for any corporation, partnership,
estate or trust of which such employee is a shareholder, partner or
beneficiary), then the Incentive Stock Option Price of each share of Stock
subject to such Incentive Stock Option shall be at least equal to 110% of the
fair market value of such share of Stock, as determined in the manner stated
above.
3
<PAGE>
(ii) Term of Incentive Stock Options. Incentive Stock Options granted
-------------------------------
under this Plan shall be exercisable for such periods as shall be determined by
the Committee at the time of grant of each such Incentive Stock Option, but in
no event shall an Incentive Stock Option be exercisable after the expiration of
10 years from the date of grant; provided, however, that an Incentive Stock
Option granted to any employee who owns or is deemed to own stock representing
more than 10% of the total combined voting power of all classes of Stock under
Section 425(d) of the Code pursuant to Section 5(a)(i) above, shall not be
exercisable after the expiration of 5 years from the date of grant. Each
Incentive Stock Option granted under this Plan shall also be subject to earlier
termination as provided in this Plan.
(iii) Exercise of Incentive Stock Options.
-----------------------------------
(A) Subject to the provisions of Sections 5(a) (iii) (F) and 10 of this
Plan, Incentive Stock Options granted under this Plan may be exercised in whole
or in installments, to such extent, and at such time or times during the terms
thereof, as shall be determined by the Committee at the time of grant of each
such option.
(B) Incentive Stock Options granted under this Plan shall be exercisable
only by delivery to the Company of written notice of exercise, which notice
shall state the number of shares with respect to which such Incentive Stock
Option is exercised, the date of grant of the Incentive Stock Option, the
aggregate purchase price for the shares with respect to which the Incentive
Stock Option is exercised and the effective date of such exercise, which date
shall not be earlier than the date the notice is received by the Company nor
later than the date upon which such Incentive Stock Option expires. The
written notice of exercise shall be sent together with the full Incentive Stock
Option Price of the shares purchased, which must be paid in full in United
States dollars by cash, certified check, bank draft or money order payable to
the order of the Company.
(C) Except as expressly provided to the contrary in Section 9 of this Plan,
an Incentive Stock Option granted hereunder shall remain outstanding and shall
be exercisable only so long as the person to whom such Incentive Stock Option
was granted remains an officer or employee of the Company.
(b) Terms of Nonstatutory Stock Options. Each Stock Option agreement
-----------------------------------
covering a Nonstatutory Stock Option granted under this Plan and any amendment
thereof shall conform to the provisions of Section 5(b)(i)-(iii), below, and may
contain such other terms and provisions consistent with the requirements of this
Plan as the Committee shall deem appropriate:
(i) Nonstatutory Stock Option Price. Except as otherwise specifically
-------------------------------
provided in Section 8, the purchase price of each share of Stock subject to a
Nonstatutory Stock Option (the "Nonstatutory Stock Option Price") shall be a
stated price which is not less than 100% of the fair market value of such share
of Stock, determined in accordance with Section 8 of this Plan, as of the date
the Nonstatutory Stock Option is granted.
(ii) Term of Nonstatutory Stock Options. Nonstatutory Stock Options
----------------------------------
granted under this Plan shall be exercisable for such periods as shall be
determined by the Committee at the time of grant of each such Nonstatutory Stock
Option, but in no event shall a Nonstatutory Stock Option be
4
<PAGE>
exercisable after the expiration of 10 years from the date of grant. Each
Nonstatutory Stock Option granted under this Plan shall also be subject to
earlier termination as provided in this Plan.
(iii) Exercise of Nonstatutory Stock Options.
--------------------------------------
(A) Subject to the provisions of Sections 5(b)(iii)(E) and 10 of this
Plan, Nonstatutory Stock Options granted under this Plan may be exercised in
whole or in installments, to such extent, and at such time or times during the
terms thereof, as shall be determined by the Committee at the time of grant of
each such option.
(B) Nonstatutory Stock Options granted under this Plan shall be
exercisable only by delivery to the Company of written notice of exercise, which
notice shall state the number of shares with respect to which such Nonstatutory
Stock Option is exercised, the date of grant of the Nonstatutory Stock Option,
the aggregate purchase price for the shares with respect to which the
Nonstatutory Stock Option is exercised and the effective date of such exercise,
which date shall not be earlier than the date the notice is received by the
Company nor later than the date upon which such Nonstatutory Stock Option
expires. The written notice of exercise shall be sent together with the full
Nonstatutory Stock Option Price of the shares purchased, which must be paid in
full in United States dollars by cash, certified check, bank draft or money
order payable to the order of the Company.
(C) Except as expressly provided to the contrary in Section 9 of this
Plan, a Nonstatutory Stock Option granted hereunder shall remain outstanding and
shall be exercisable only so long as the person to whom such Nonstatutory Stock
Option was granted remains an officer or employee of the Company or a
Subsidiary.
6. LIMITATION ON GRANT OF INCENTIVE STOCK OPTIONS
The aggregate fair market value of the Company's Stock (determined under
Section 8 hereof at the time of the grant of any option) with respect to which
Incentive Stock Options are first exercisable by any person holding an option
during any calendar year (under all stock option plans of the Company) shall not
exceed $100,000.00.
7. RIGHTS OF OPTIONEES; TRANSFERABILITY
No holder of an option shall be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to such
option unless and until the option shall have been exercised pursuant to the
terms thereof, the Company shall have issued and delivered to the holder of the
option certificates representing the shares of Stock as to which the option has
been exercised, and the name of the holder shall have been entered as a
shareholder of record on the books of the Company, or its transfer agent.
Thereupon, such person shall have full voting and other ownership rights with
respect to such shares of Stock.
All Incentive Stock Options and Nonstatutory Stock Options granted under
this Plan shall be nontransferable, except by will or the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom
granted only by such person (or such person's duly appointed, qualified, and
acting personal representative).
5
<PAGE>
8. DETERMINATION OF FAIR MARKET VALUE
For the purposes of this Plan, the fair market value of a share of Stock of
the Company shall be, unless otherwise prescribed by the Code and Regulations
thereunder, the average of the closing sale prices of the Stock as traded on The
Nasdaq Stock Market and reported in Nasdaq National Market listings on each of
the 5 trading days prior to the date on which such determination is made.
9. RETIREMENT, TERMINATION OF EMPLOYMENT OR DEATH OF HOLDERS OF OPTIONS
(a) Retirement. If a person to whom an option has been granted under this
----------
Plan retires from employment with the Company and/or Subsidiary on the "Normal
Retirement Date" or as a result of "Disability" (both as defined for purposes of
the Iroquois Bancorp, Inc. Money Purchase Pension Plan as in effect on the date
of adoption of this Plan by the Board of Directors), such option shall continue
to be exercisable in whole or in part to the extent exercisable on the date of
retirement, and, to the extent not theretofore exercised, by the person to whom
granted (or such person's duly appointed, qualified, and acting personal
representative) in the manner set forth in Section 5 of this Plan, at any time
within the remaining term of such option unless otherwise determined by the
Committee at the time of grant, provided, however, that any Incentive Stock
Option must be exercised within 3 months of the Normal Retirement Date, or
within one year from the Termination date of employment caused by Disability.
(b) Termination of Employment. Except as otherwise provided in this
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Section 9, if the employment of a person to whom an option has been granted
under this Plan is terminated for any reason, such option shall, to the extent
not theretofore exercised, continue to be exercisable to the same extent that it
was exercisable for a period of 30 days from the date of such termination of
employment, or for such other period as may be determined by the Committee at
the time of grant, whereupon it shall terminate and shall not thereafter be
exercisable; provided, however, that in the event of termination of employment
for cause involving dishonesty, malfeasance, misfeasance or the commission of
a criminal offense (with respect to which determination of the Committee shall
be final and conclusive), any such option shall terminate immediately upon such
termination of employment. No option granted under this Plan shall be affected
by any change of duties or position of the person to whom such option was
granted or by any temporary leave of absence granted to such person by the
Company.
(c) Death. Unless otherwise determined by the Committee at the time of
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grant, if a person to whom an Option has been granted under this Plan (the
"Grantee") dies prior to the expiration of the term of such option, such option
shall be exercisable by the estate of the Grantee, or by a person who acquired
the right to exercise such option by bequest or inheritance from the Grantee, at
any time within two years after the death of such person and prior to the date
upon which the term of such option expires, to the extent and in the manner
exercisable by the Grantee as of the date of death.
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION; CHANGES IN CONTROL
(a) If the outstanding shares of Stock of the Company as a whole are
increased, decreased, changed into, or exchanged for, a different number or kind
of shares or securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure, or
amendment to the articles of incorporation of the Company or otherwise, an
appropriate and proportionate adjustment, as
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determined by the Committee and subject only to the approval of regulatory
authorities having jurisdiction, if any, shall be made to the number and kind of
shares subject to this Plan, and to the number, kind, and per share Incentive
Stock Option Price or Nonstatutory Stock Option Price (as the case may be) of
shares subject to unexercised options granted prior to any such change. Any
such adjustment shall be made without a change in the aggregate purchase price
of the shares of Stock subject to the unexercised portion of any option.
(b) Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger or consolidation of the Company with one
or more other corporations in which the Company is not the surviving
corporation, or of the transfer of substantially all of the assets or the
transfer of all of the shares of the Company to another corporation (any such
transaction being referred to herein as a "Terminating Event"), this Plan and
any option theretofore granted hereunder shall terminate unless provision is
made in writing in connection with such Terminating Event for the continuance of
this Plan and for the assumption of options theretofore granted hereunder, or
the substitution for such options of new options covering the shares of the
successor corporation, or a parent or subsidiary thereof, with such appropriate
adjustments as may be determined or approved by the Committee (or the successor
to the Company) to the number and kind of shares subject to such substituted
options and to the Incentive Stock Option Price or Nonstatutory Stock Option
Price (as the case may be), in which event this Plan and the options theretofore
granted or the new options substituted therefor, shall continue in the manner
and under the terms so provided, subject only to the approval of the regulatory
authorities having jurisdiction, if any, under applicable law and regulation.
Upon the occurrence of a Terminating Event in which provision is not made for
the continuance of this Plan and for the assumption of options theretofore
granted or the substitution for such options of new options covering the shares
of a successor corporation or a parent or subsidiary thereof, each officer or
employee to whom an option has been granted under this Plan (or such person's
personal representative, estate or any person who acquired the right to exercise
the option from such person by bequest or inheritance) shall be entitled, prior
to the effective date of any such Terminating Event, (i) to exercise, in whole
or in part, such person's rights under any option granted to such person without
regard to any restrictions on exercise that would otherwise apply, or (ii) to
surrender any such option to the Company in exchange for receipt of cash equal
to the difference between the aggregate fair market value of the shares of Stock
such person would have received had the person exercised the option in full
immediately prior to consummation of such Terminating Event (determined as of
the date of the Terminating Event as provided in Section 8 hereof) and the
applicable aggregate Incentive Stock Option Price or Nonstatutory Stock Option
Price, as the case may be. To the extent that a person, pursuant to this
Section 10(b), has a right to exercise or surrender any option on account of a
Terminating Event which such person otherwise would not have had at that time,
such person's exercise or surrender of such option shall be contingent upon the
consummation of such Terminating Event.
(c) In connection with the grant of any option hereunder the Committee may,
in its sole discretion, provide the holder thereof with the right, following a
"change in control" of the Company (as such term is defined in Section 10(d)
hereinafter), and without regard to any restrictions on exercise that would
otherwise apply, to exercise such option or to surrender such option for a cash
payment equal to the difference between the aggregate fair market value of the
number of shares of Stock then subject to the option, as determined in
accordance with Section 8 of this Plan as of the date of such surrender, and the
aggregate Incentive Stock Option Price or Nonstatutory Stock Option Price
therefor, as the case may be. Any right granted hereunder shall expire one year
after receipt by the option holder of written notice from the Company that a
change in control has occurred.
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(d) For the purposes of this Plan, a "change in control" of the Company
shall mean: (i) any "person," including a "group" as determined in accordance
with the Section 13(d) of the Securities Exchange Act of 1934 ( the "Exchange
Act"), is or becomes the beneficial owner, directly or indirectly, of securities
of the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities; (ii) as a result of, or in connection
with, any tender offer or exchange offer, merger or other business combination
(a "Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company; (iii) the Company is merged or
consolidated with another corporation and as a result of the merger or
consolidation less than 80% of the outstanding voting securities of the
surviving or resulting corporation shall then be owned in the aggregate by the
former shareholders of the Company, other than (A) affiliates within the meaning
of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a
tender offer or exchange offer is made and consummated for the ownership of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding voting securities; or (v) the Company
transfers substantially all of its assets to another corporation which is not
controlled by the Company.
11. EFFECTIVE DATE OF THE PLAN
This Plan shall become effective upon its adoption by the Board of
Directors; provided, however, that (i) approval by the affirmative votes of a
majority of the outstanding shares of common stock of the Company eligible to
vote thereon at a shareholder's meeting duly called and held under the
provisions of New York Law has been obtained within 12 months after the adoption
of this Plan by the Board of Directors; and (ii) the effectiveness of options
granted under this Plan prior to the date that such approval by the shareholders
is obtained shall also be subject to such approval.
12. MANNER OF GRANT OF OPTIONS
The granting of an option under this Plan shall be deemed to occur only
upon the date on which the Committee shall approve the grant of such option.
All options granted under this Plan shall be evidenced by a written agreement,
in such form as shall be determined by the Committee, signed by a representative
of the Committee and the recipient thereof.
13. COMPLIANCE WITH LAW AND REGULATIONS
The obligation of the Company to sell and deliver any shares of Stock under
this Plan shall be subject to all applicable laws, rules and regulations, and
the obtaining of all approvals by governmental agencies deemed necessary or
appropriate by the Committee, and should the grant or exercise of any particular
option or options hereunder be found to be in contravention of any such laws,
rules or regulations, said options shall be void or voidable without affecting
any other options granted (or to be granted) hereunder. Except as otherwise
provided in Section 2 and Section 16 herein, the Committee may make such changes
in this Plan and include such terms in any option agreement as may be necessary
or appropriate, in the opinion of counsel to the Company, to comply with the
rules and regulations of any governmental authority or to obtain, for
officers and employees granted Incentive Stock Options, the tax benefits under
the applicable provisions of the Code and the regulations thereunder.
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With respect to persons subject to Section 16 of the Securities Exchange
Act of 1934, as amended ("1934 Act"), transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 or its successors under
the 1934 Act. To the extent any provision of this Plan or action by the
administrators of the Plan fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the administrators of the
Plan. Moreover, in the event the Plan does not include a provision required by
Rule 16b-3 to be stated herein, such provision (other than one relating to
eligibility requirements, or the price and amount of awards) shall be deemed
automatically to be incorporated by reference into the Plan insofar as
participants subject to Section 16 are concerned.
14. TAX WITHHOLDING
The Company shall have the right, in its sole discretion, to deduct or
otherwise effect a withholding of any amount required by federal or state laws
to be withheld with respect to the grant, exercise or surrender of any option
or the sale of stock acquired upon the exercise of an Incentive Stock Option
granted hereunder in order for the Company to obtain a tax deduction otherwise
available as a consequence of such grant, exercise, surrender or sale, as the
case may be.
15. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of this Plan by the Board of Directors nor the
submission of this Plan to the shareholders of the Company for approval shall be
construed as having any impact on existing qualified or nonqualified
retirement, bonus or similar plans of the Company or as creating any limitations
on the power of the Board of Directors to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options or stock appreciation rights otherwise than under
this Plan, and such arrangements may be either applicable generally or only in
specific cases.
Any options granted under the Company's 1988 Stock Option Plan or Amended
and Restated 1988 Stock Option Plan (the "1988 Plan") shall remain in effect
subject to the terms of the 1988 Plan.
16. AMENDMENT
The Board of Directors at any time, and from time to time, may amend this
Plan, and except as provided in Sections 10 or 11 hereof, no amendment shall be
effective unless approved by the affirmative votes of the holders of a majority
of the outstanding shares of the Company's Voting Stock within 12 months after
the date of the adoption of such amendment, if such amendment would:
(a) Increase the number of shares of Stock which may be made subject to
options, or which may be issued upon the exercise of options granted under this
Plan;
(b) Change in substance the provisions of Section 2 hereof relating to
administration of this Plan, or of Section 4 hereof relating to eligibility to
participate in this Plan;
(c) Change the method of computing the Incentive Stock Option Price for
shares of Stock subject to Incentive Stock Options or the Nonstatutory Stock
Option Price for shares of Stock subject to Nonstatutory Stock Options or
decrease any option price;
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(d) Increase the maximum term of any options provided for herein, or the
term of the Plan; or
(e) Materially increase the benefits accruing to participants under the
Plan.
Except as provided in Sections 11 and 13 hereof, rights and obligations
under any option granted before amendment of this Plan shall not be altered or
impaired by amendment of this Plan, except with the consent of the person to
whom the option was granted.
17. TERMINATION OR SUSPENSION
The Board of Directors at any time may suspend or terminate this Plan.
This Plan, unless sooner terminated, shall terminate on the fifth anniversary of
its adoption by the Board of Directors or its approval by the shareholders of
the Company, whichever is earlier, but such termination shall not affect any
option theretofore granted. No option may be granted under this Plan while this
Plan is suspended or after it is terminated.
No rights or obligations under any option granted while this Plan is in
effect shall be altered or impaired by suspension or termination of this Plan,
except with the consent of the person to whom the option was granted. Any
option granted under this Plan may be terminated by agreement between the holder
thereof and the Company and, in lieu of the terminated option, a new option may
be granted with an Incentive Stock Option Price or a Nonstatutory Stock Option
Price, as the case may be, which may be higher or lower than the Incentive Stock
Option Price or Nonstatutory Stock Option Price, as the case may be, of the
terminated option.
18. CONTINUATION OF EMPLOYMENT
Nothing contained in this Plan (or in any written option agreement) shall
obligate the Company or any Subsidiary to continue for any period to employ an
officer or employee to whom an option has been granted, or interfere with the
right of the Company or Subsidiary to vary the terms of such person's employment
or reduce such person's compensation.
19. EXCULPATION AND INDEMNIFICATION
The Company shall indemnify and hold harmless the members of the Board of
Directors and the members of the Committee from and against any and all
liabilities, costs, and expense incurred by such persons as a result of any act,
or omission to act, in connection with the performance of such persons' duties,
responsibilities, and obligations under this Plan, other than such liabilities,
costs and expenses as may result from the negligence, gross negligence, bad
faith, willful misconduct, or criminal acts of such persons.
20. TITLES
Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Plan.
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