SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________________
BANKNORTH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 03-0321189
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 Financial Plaza, P.O. Box 5420, Burlington, VT 05401-5420
(Address of Principal Executive Offices)
Banknorth Group, Inc. 1997 Equity Compensation Plan
(Full title of the plan)
Mr. William H. Chadwick With copy to:
President and Chief Executive Officer Denise J. Deschenes, Esq.
Banknorth Group, Inc. Primmer & Piper, P.C.
300 Financial Plaza, P.O. Box 5420 52 Summer Street, P.O. Box 159
Burlington, VT 05401-5420 St. Johnsbury, VT 05819
(Name and address of agent for service)
(802) 658-9959
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per unit (2) price(2) registration fee
____________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 525,000 shs. $57.375 $30,121,875 $9,128
<F1> Includes associated rights (the "Rights") to purchase Common Stock.
Until the occurrence of certain prescribed events, none of which has
occurred, the Rights are not exercisable, are evidenced by the
certificates representing the Common Stock, and will be transferred
along with, and only with, the Common Stock. Pursuant to Rules 416(a)
and (b), this registration statement is also intended to cover such
number of additional shares of the Company's common stock and
associated rights as may be necessary to prevent dilution of the
shares initially registered hereby resulting from stock splits or
stock dividends, if any, occurring after the effective date of this
registration statement.
<F2> Estimated solely for the purposes of calculating the registration fee,
and based on the closing price of the Company's Common Stock on
October 17, 1997, as reported in the NASDAQ National Market System..
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
[Omitted from this filing in accordance with the Note to Part I of Form S-8]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement;
(1) The Company's Annual Report on Form 10-K, as amended by
Form 10-K/A, for the year ended December 31, 1996;
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1997;
(3) The Company's Current Report on Form 8-K filed on April 14,
1997; and
(4) The description of the Company's Common Stock, $1.00 par
value, and associated Common Stock Purchase Rights, contained in the
Company's Current Report on Form 8-K dated November 30, 1989, as
amended, and in its Registration Statement on Form 8-A dated November
29, 1990, as amended.
In addition, all documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
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, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liability (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended. In addition, the Certificate of Incorporation of
Banknorth Group, Inc. contains the following provisions relating to
indemnification of directors and officers:
ELEVENTH: The Corporation shall indemnify each director and officer
of the Corporation, his or her heirs, executors and administrators, and may
indemnify each employee and agent of the Corporation, his or her heirs,
executors, administrators and all other persons whom the Corporation is
authorized to indemnify under the provisions of the General Corporation Law
of the State of Delaware, to the extent permitted by law (a) against all
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, or in connection with any appeal therein, or otherwise, and
(b) against all expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection with any appeal therein, or otherwise;
and no provision of this Article Eleventh is intended to be construed as
limiting, prohibiting, denying or abrogating any of the general or specific
powers or rights conferred by the General Corporation Law of the State of
Delaware upon the Corporation to furnish, or upon any court to award, such
indemnification, or indemnification as otherwise authorized pursuant to the
General Corporation Law of the State of Delaware or any other law now or
hereafter in effect.
The Board of Directors of the Corporation may, in its discretion,
authorize the Corporation to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her or incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify him or her against such liability under
the foregoing paragraph of this Article Eleventh.
TWELFTH: No director of the Corporation shall be personally liable to
the Corporation or to any of its stockholders for monetary damages for
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability; provided, however, that to the extent required from
time to time by applicable law, this provision shall not eliminate the
liability of a director, to the extent such liability is provided by
applicable law, (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the Delaware code, or (iv) for any
transaction from which the director derived an improper personal benefit.
No amendment to or repeal of this Article Twelfth shall apply to or have any
effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to the effective date of such amendment or repeal.
In addition, Banknorth maintains a directors' and officers' liability
insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following documents are filed as Exhibits to this
Registration Statement:
Exhibit 4 - Banknorth Group, Inc. 1997 Equity Compensation Plan.
Exhibit 5 - Opinion and consent of Primmer & Piper, P.C. re validity of
the shares of Common Stock and associated Common Stock Purchase
Rights.
Exhibit 15 - Letter of KPMG Peat Marwick LLP re unauditred interim
financial information.
Exhibit 23 - (i) Consent of KPMG Peat Marwick LLP.
(ii) Consent of Primmer & Piper, P.C. (contained in Exhibit 5)
(b) Not applicable.
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 with respect to paragraphs (a)(1)(i) and
(a)(1)(ii), this undertaking is limited to information required to be
included in a post-effective amendment by those paragraphs and which is not
otherwise contained in periodic reports filed by the registrant pursuant to
section 13 of 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 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.
(5) To deliver, or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-
X are not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
(6) 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
(described in item 6), 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.
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 Burlington, State of Vermont, on October 17, 1997.
BANKNORTH GROUP, INC.
By: /s/ William H. Chadwick
----------------------------------
William H. Chadwick, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ William H. Chadwick President, Chief 10/17/97
- ------------------------ Executive Officer, --------
William H. Chadwick and Director
/s/ Thomas J. Pruitt Executive Vice 10/17/97
- ------------------------ President and Chief --------
Thomas J. Pruitt Financial Officer
/s/ Neal E. Robinson Treasurer and 10/17/97
- ------------------------ Principal Accounting --------
Neal E. Robinson Officer
/s/ Thomas J. Amidon Director 10/17/97
- ------------------------ --------
Thomas J. Amidon
/s/ Jacqueline D. Arthur Director 10/17/97
- ------------------------ --------
Jacqueline D. Arthur
/s/ Robert A. Carrara Director 10/17/97
- ------------------------ --------
Robert A. Carrara
/s/ Susan C. Crampton Director 10/17/97
- ------------------------ --------
Susan C. Crampton
/s/ Richard J. Fleming Director 10/17/97
- ------------------------ --------
Richard J. Fleming
/s/ Luther F. Hackett Director 10/17/97
- ------------------------ --------
Luther F. Hackett
/s/ Kathleen Hoisington Director 10/17/97
- ------------------------ --------
Kathleen Hoisington
/s/ Richard M. Narkewicz Director 10/17/97
- ------------------------ --------
Richard M. Narkewicz
/s/ John B. Packard Director 10/17/97
- ------------------------ --------
John B. Packard
/s/ R. Allan Paul Director 10/17/97
- ------------------------ --------
R. Allan Paul
/s/ Angelo P. Pizzagalli Director 10/17/97
- ------------------------ --------
Angelo P. Pizzagalli
/s/ Thomas P. Salmon Director 10/17/97
- ------------------------ --------
Thomas P. Salmon
EXHIBIT LISTING
---------------
Exhibit 4 - Banknorth Group, Inc. 1997 Equity Compensation Plan.
Exhibit 5 - Opinion and consent of Primmer & Piper, P.C. re validity of
the shares of Common Stock and associated Common Stock
Purchase Rights.
Exhibit 15 - Letter of KPMG Peat Marwick LLP re unaudited interim financial
information.
Exhibit 23 - (i) Consent of KPMG Peat Marwick LLP.
(ii) Consent of Primmer & Piper, P.C. (contained in Exhibit 5).
EXHIBIT 4
THE BANKNORTH GROUP, INC.
1997 EQUITY COMPENSATION PLAN
ARTICLE I
NAME AND PURPOSE
1.01 Plan Name. The name of the plan contained herein is the Banknorth
Group, Inc. 1997 Equity Compensation Plan (the "Plan") and the Plan will be
governed in accordance with the following provisions.
1.02 Purpose. The purpose of the Banknorth Group, Inc. 1997 Equity
Compensation Plan is to provide a means whereby Banknorth Group, Inc. (the
"Corporation") may, through the grant of stock options, stock appreciation
rights, restricted stock, restricted stock units, performance shares and
performance share units to directors, officers and certain other key
employees of the Corporation and/or its subsidiaries, attract and retain
persons of high caliber and motivate them to exert their best efforts on
behalf of the Corporation.
The Plan is unfunded and is maintained primarily to provide deferred
compensation for directors and a select group of management or highly
compensated employees, as well as to increase the identification of
directors and management with shareholder interests.
1.03 Plan Not Exclusive. The Plan is not intended to be, and shall not
be deemed to be a substitute for, or preclude continued payment of
directors' fees in cash, or preclude continuance or establishment of any
other deferred compensation plan or arrangement for directors, nor shall the
Plan be deemed to be a substitute for, or preclude continuance or
establishment of, other deferred compensation, incentive compensation,
profit participation or bonus plans of the Corporation or any other plan,
practice or arrangement for the payment of compensation or fringe benefits,
including, without limitation, commissions, prizes, suggestion or special
awards, production or similar bonuses, retirement, profit sharing, group
insurance, stock purchase or stock bonus plans or other bonus plans or
arrangements, that may now or hereafter be in effect for employees generally
or any group or class of employees, and any such plan, practice or
arrangement may be continued or authorized and payment thereunder made
independently of the Plan.
ARTICLE II
ADMINISTRATION
2.01 Administration. The Plan shall be administered by the
Corporation's Board of Directors (the "Board") or a committee designated by
the Board (the "Committee"), and their interpretation of any provisions of
the Plan or any option or right granted under it, and the application of
such provisions to any set of facts, shall be final and binding on all
concerned. If any Committee shall be so designated, awards under this Plan
upon recommendation of the Committee shall be subject to prior approval by
the Board. No member of the Board or Committee shall be liable for any
action or determination made in good faith. Any action or decision by such
Board or Committee, as contemplated by the Plan, may be by a majority of
those directors present and acting, provided that a quorum is present.
Except for purposes of Sections 3.01 and 11.01, any reference in the
Plan to the Board shall be deemed to refer to the Committee if and to the
extent that a committee has been designated by the Board to administer the
Plan.
ARTICLE III
PARTICIPANTS
3.01 Selection of Participants. Persons eligible to participate shall
be chosen by the Board from time to time and shall be limited to directors
of the Corporation and its subsidiaries, including non-employee directors,
and those officers and other key executive employees of the Corporation and
its subsidiaries, either part-time or full-time, who are in positions in
which their decisions, actions and counsel have a significant impact upon
the profitability of the Corporation. In addition to the foregoing eligible
participants, individuals nominated to serve on the Board of Directors of
the Corporation or its subsidiaries may receive awards, with the vesting of
such awards subject to the election or appointment to the Board of such
nominee or nominees.
3.02 Recipients of Incentive Stock Options. No option granted under
the Plan which is intended to be an "incentive stock option" as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
shall be granted to (i) a participant who at the time of grant owns stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation or of its subsidiaries unless the
option so granted meets the requirements of Section 422(c)(5) of the Code,
or (ii) who is not also an employee of the Corporation or any of its
subsidiaries.
3.03 Board Discretion. (a) The number of shares subject to each
option, the option price per share of the shares subject to each option,
whether each option is intended to be an "incentive stock option" or a non-
qualified stock option, and whether stock appreciation rights shall be
included in each option (either concurrently with the grant of the option or
at any time thereafter during the term of the option), the number of shares
included in and the conditions for vesting of, any restricted stock grant or
performance share grant, and whether restricted stock units or performance
share units shall be included in such grants (either concurrently with the
grant or at any time prior to vesting of the restricted stock or performance
shares, as the case may be) shall be determined by the Board in its
discretion, not inconsistently with the other provisions hereof.
(b) Notwithstanding the foregoing, no participant may be awarded during any
calendar year stock options (with or without tandem stock appreciation
rights), freestanding stock appreciation rights, or restricted stock or
performance shares (in either case, with or without related share units)
with respect to more than 50,000 shares of the Company's Common Stock, in
the aggregate. Such annual limitation shall be subject to appropriate
adjustment in accordance with Article X of this Plan.
ARTICLE IV
SHARES SUBJECT TO PLAN
4.01 Shares Subject To Awards Under the Plan. The stock to be
delivered on exercise of options granted under Articles V and VI of the Plan
and the restricted stock or performance shares to be awarded under Article
VII of the Plan may be either shares of the Corporation's authorized but
unissued Common Stock, or shares of Common Stock reacquired by the
Corporation and held in treasury, as the Board shall determine. Subject to
adjustments as hereinafter provided, the total number of shares of the
Common Stock of the Corporation which may be awarded and issued under
Article V, VI and VII of the Plan shall not exceed in the aggregate 525,000
shares. Awards may be granted in respect of shares as to which prior options
have expired, terminated or been forfeited, in whole or in part, or in
respect of shares allocable to outstanding options, or in respect of
restricted stock or performance shares previously awarded but forfeited, in
whole or in part, due to failure to meet the performance or other
restrictions or conditions to vesting, provided that at no time shall awards
be granted which could cause the aggregate number of shares awarded under
the Plan to exceed the foregoing limitations of this Article IV.
ARTICLE V
STOCK OPTION AWARDS
5.01 Terms of Awards. Options granted under this Plan which are
intended to be incentive stock options shall contain such provisions as the
Board considers necessary or advisable in order that the options may qualify
under Section 422 of the Code. In addition, options granted under the Plan
shall be subject to the following terms and conditions not inconsistent
therewith as the Board shall determine:
(a) Type of Option. Each option agreement shall identify the option
represented thereby as an incentive stock option or a non-qualified stock
option, as the case may be;
(b) Option Price. Subject to Section 3.02 hereof, the option price per share
of stock deliverable upon the exercise of an option shall not be less than
one hundred percent (100%) of the fair market value per share of the stock
on the day the option is granted;
(c) Exercise of Option. Each option shall be made exercisable at such time
or times, whether or not in installments (which shall be cumulative), as the
Board shall determine, provided that the option period shall not (i) in the
case of incentive stock options, commence earlier than one (1) year after
the date of grant of the option; (ii) in the case of non-qualified options,
commence earlier than six (6) months after the date of granting of the
option; and (iii) in the case of both incentive stock options or non-
qualified stock options, end later than ten (10) years after the date of
grant of the option. The Board may at any time accelerate the time at which
all or any part of the option may be exercised, subject to the terms set
forth herein. Any exercise of an option must be in writing signed by the
proper person and received by the Corporation at its principal office in
Burlington, Vermont, accompanied by the form of option and full payment for
the number of shares in respect of which the option is exercised. If the
purchase price is paid in whole or in part in shares of Common Stock of the
Corporation, the certificates for such shares shall be accompanied by
appropriate instruments of transfer in a form acceptable to the Corporation.
In the event an option is exercised by the executor or administrator of a
deceased optionee, or by the person or persons to whom the option has been
transferred by the optionee's will or the applicable laws of descent and
distribution, or by the person or persons to whom the option has been
transferred pursuant to subparagraph (i)(B) below, the Corporation shall be
under no obligation to deliver stock thereunder unless and until the
Corporation is satisfied that the person or persons exercising the option is
or are the duly appointed executors or administrators of the deceased
optionee, or the person or persons to whom the option has been transferred
by the optionee's will or by the applicable laws of descent and
distribution, or the person or persons to whom such option has been
transferred pursuant to subparagraph (i)(B) below;
(d) Medium and Time of Payment.
(A) At the time of exercise of an option, payment in full of the
option price shall be made for all shares purchased on such exercise. Such
price may be paid in cash (including a certified check or bank draft) or in
shares of Common Stock of the Corporation (including shares acquired by the
exercise of an option granted under the Plan whether or not the holding
periods specified under Code Section 422(a)(1) have been satisfied), or
partly in cash and partly in such shares, at the election of the person
exercising the option. If the price is paid in whole or in part in such
shares, such shares shall be valued at their fair market value at the time
of exercise, for the purpose of determining the extent to which the option
price has been paid in such shares;
(B) Notwithstanding the foregoing, an optionee may elect to pay for
the exercise of a stock option through the following cashless exercise
procedures. The optionee shall notify the Corporate Secretary in writing of
his or her intent to exercise the option. Written instructions will then be
prepared and delivered to the Corporation and to the optionee's broker
indicating the optionee's cashless election and instructing the Corporation
to deliver to the broker the Common Stock issuable upon exercise. The
exercise of the optionee's stock option will be executed on the same day
that the broker is able to sell the stock. The broker will then withhold
from the proceeds of the sale and deliver to the Corporation an amount, in
cash, equal to the option price. An additional amount representing the
optionee's estimated federal and state tax withholding liabilities may also
be withheld and delivered to the Corporation at the optionee's election;
(e) Number of Shares; Maximum Annual Limit. The option grant shall state the
total number of shares to which it pertains. To the extent the aggregate
fair market value, determined at the time the option is granted, of the
stock for which incentive stock options are exercisable for the first time
by any individual during any calendar year under the Plan (and under all
other plans of the Corporation and of its subsidiaries) exceeds one hundred
thousand dollars ($100,000), such options shall be treated as options which
are not incentive stock options;
(f) Period of Option. The period of each option shall be fixed by the Board,
but no option shall be exercisable after the expiration of ten (10) years
from the date it is granted;
(g) Fair Market Value. For purposes of this section and subject to the next
sentence, fair market value means, either (i) the closing price of the
Common Stock or (ii) if the Board otherwise affirmatively determines, the
average of the high and low prices of the Common Stock, on the date on which
the option is exercised (as specified on the option exercise form), as
reported on a stock exchange or over-the-counter market on which the Common
Stock is traded. In the event the optionee elects to tender shares of the
Corporation's Common Stock in part or full payment of the option exercise
price and such shares are sold in the open market by or on behalf of such
optionee in connection with such exercise, the Fair Market Value of such
shares shall be deemed equal to the net proceeds of such sale, to the extent
they are paid over to the Corporation in payment of the exercise price;
(h) Tax Withholding Rights. An optionee may elect, upon exercise of an
option, to have the Corporation satisfy federal and state income tax
withholding requirements applicable to the exercise, by (i) tendering shares
of Common Stock or (ii) having the Corporation retain from the Common Stock
deliverable to the optionee upon exercise, that number of shares of Common
Stock having a fair market value equal to the estimated amount of the tax
withholding liability;
(i) Transferability of Options.
(A) Except as otherwise provided in subparagraph (i)(B) below, no
option may be transferred by the optionee otherwise than by will or by the
laws of descent and distribution, and during the lifetime of the optionee,
the option shall be exercisable only by the optionee. An option held by the
optionee at the time of death, disability or retirement, will be subject to
the provisions and limitations of subparagraph (k) below;
(B) In addition to transfers permitted under subparagraph (i)A above,
the Board, in its discretion, may provide that any non-qualified stock
option may be transferred by the optionee during his lifetime, provided that
such transfer is made without consideration and the transferee is (i) a
member of the optionee's family; or (ii) a trust established for the benefit
of the optionee or members of the optionee's family; or (iii) a charitable
trust, corporation or other entity qualifying as a tax exempt entity under
Section 501(c)(3) of the Internal Revenue Code, as amended. Any transferable
option issued pursuant hereto (i) shall be exercisable only during the
period and to the extent such option would otherwise have been exercisable
if retained by the grantee; (ii) shall not include any award of tandem stock
appreciation rights; (iii) shall contain appropriate restrictions on the
further transfer of the option by the transferee; and (iv) shall contain
such other conditions and restrictions as the Board may deem advisable;
(j) Termination of Employment or Board Membership. In the event that an
optionee shall cease to be employed by the Corporation, or in the event that
an optionee who is a non-employee director is removed from the Board of
Directors or any subsidiary, in either case other than by reason of death or
disability or retirement, then at any time or times prior to the close of
business on the date of termination such option may be exercised by the
optionee as to all, or any, of the shares which the optionee was entitled to
purchase immediately prior to such termination of employment, and except as
so exercised such option shall expire at the close of business on the date
of termination. Notwithstanding the foregoing, no option may be exercised at
a time when the option would not be exercisable had the optionee remained an
employee or director, as the case may be;
(k) Death, Disability, or Retirement. If an optionee dies or becomes
permanently disabled at a time when he is entitled to exercise an option,
then at any time or times within twelve (12) months after his death or
disability, such option may be exercised, as to all or any of the shares
which the optionee was entitled to purchase immediately prior to his death
or disability, by him or his executor or administrator or the person or
persons to whom the option is transferred by will or the applicable laws of
descent and distribution, and except as so exercised such option shall
expire at the end of the period specified above. Notwithstanding the
foregoing, no option may be exercised after the expiration of the option
period.
If an optionee retires at a time when he is entitled to exercise an
option, then at any time or times within three (3) months after his
retirement date, such option may be exercised by the optionee, as to all or
any of the shares which the optionee was entitled to purchase immediately
prior to his retirement, and except as so exercised such option shall expire
at the end of the period specified above. Notwithstanding the foregoing, no
option may be exercised after the expiration of the option period. For
purposes of the Plan "retirement" shall mean (i) in the case of an employee
of the Corporation, termination of employment with the Corporation or
subsidiary if such termination constitutes retirement (including at an
early, normal, or deferred retirement date) as provided for at the time of
such termination under any retirement program then maintained by the
Corporation or a subsidiary; (ii) in the case of directors, termination of
such individual's service on the Board of the Corporation and any of its
subsidiaries, for any reason other than removal for cause; and (iii) in the
case of an individual who is both an employee and a director, the last to
occur of the events specified in clauses (i) and (ii).
ARTICLE VI
AWARD AND EXERCISE OF STOCK APPRECIATION RIGHTS; LIMITATIONS
6.01 Rights. A stock appreciation right is a right granted to the
holder to receive, pursuant to the terms of the right, an amount payable in
shares of Common Stock or, at the election of the Board, cash or a
combination of cash and shares of Common Stock, in each case, (i) equal to
the appreciation in market value of a stated number of shares of Common
Stock from the date of grant to the date of exercise or (ii) in the case of
rights granted in tandem with or by reference to a stock option, equal to
the increase in the value of the shares covered by the option to which the
stock appreciation right is related, as more particularly set forth below in
this Article VI. The procedures for exercise of stock options (including tax
withholding rights under Section 5.01(h)) and the provisions governing
expiration or cancellation of stock options shall be deemed to apply to any
stock appreciation rights granted under the Plan, to the extent not
inconsistent with this Article VI.
6.02 Grants. Any option granted under the Plan may contain such
provisions relating to stock appreciation rights, not inconsistent with this
Article VI and other provisions of the Plan, as the Board shall determine.
Any option accompanied by a stock appreciation right shall provide for the
surrender of any unexercised stock appreciation right to the extent that the
option which it accompanies, or to which it is related, is exercised.
6.03 Exercisability. A stock appreciation right granted in tandem with
or by reference to a stock option shall be exercisable when the related
option is surrendered, and only to the extent the related option is, at the
time, exercisable. A stock appreciation right not granted in tandem or by
reference to a stock option shall be exercisable in accordance with the
terms of the grant. No stock appreciation right shall be exercisable earlier
than twelve (12) months after the date of grant. All stock appreciation
rights shall be exercisable not more than ten years after the date of grant.
6.04 Exercise. Upon exercise of a right, the grantee shall be paid the
excess of the then fair market value of the number of shares to which the
right relates over the fair market value of such number of shares at the
date of grant of the right or the related stock option, as the case may be.
The Board may in its sole discretion elect, at any time before or after
exercise of any stock appreciation right by the holder, to discharge the
Corporation's obligation in respect thereof (i) by the delivery of shares of
Common Stock, or (ii) by the payment of cash or partially by the payment of
cash and partially by the delivery of shares of Common Stock. The total
value of payments under (ii) above shall equal the aggregate value of the
shares of Common Stock deliverable under (i) above. No fractional shares
will be delivered.
6.05 Window Period. Unless otherwise permitted or required by the
Board at any time, any full or partial exercise by a director or officer of
the Corporation (as defined for this purpose by the applicable regulations
of the Securities and Exchange Commission) of a stock appreciation right to
be satisfied in cash, in full or partial settlement of the right so
exercised, shall be made only during the period beginning on the third
business day following the date of release for publication of quarterly or
annual (as the case may be) summary statements of sales and earnings of the
Corporation and its subsidiaries, and ending on the twelfth business day
following such date.
6.06 Conditions. The Board may, in its discretion, as it deems such to
be in the best interests of the Corporation, impose other conditions and
limitations upon the exercise of a stock appreciation right, and upon the
Corporation's obligations under the Plan in respect of stock appreciation
rights, which conditions may include a condition or limitation that the
stock appreciation right may only be exercised in accordance with further
rules and regulations adopted by the Board from time to time. Such rules and
regulations may govern the right to exercise stock appreciation rights
granted prior to the adoption of amendment of such rules and regulations as
well as stock appreciation rights granted thereafter. Without limiting the
foregoing, the Board may specify that stock appreciation rights may be
exercised by the holder only with the consent of the Board, or may specify
the maximum amount of cash or Common Stock which may be delivered upon
exercise of stock appreciation rights in any year.
ARTICLE VII
AWARDS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS,
PERFORMANCE SHARES AND PERFORMANCE SHARE UNITS
7.01 Definitions.
(a) "Performance Shares." Restricted Stock that is subject to a Restriction
Period under Section 7.01(e) that includes conditions or restrictions upon
vesting based in whole or in part on the performance of the Corporation or
any of its affiliates as measured by earnings, stock price or any other
measures(s) of corporate performance selected by the Board.
(b) "Performance Share Units." The right to receive payment in cash pursuant
to Section 7.03 upon the expiration of the Restriction Period established
pursuant to Section 7.01(e) applicable to the related Performance Shares.
(c) "Restricted Stock." Common Stock subject to the Restriction Period set
forth in Section 7.01(e).
(d) "Restricted Stock Unit." The right to receive a payment in cash pursuant
to Section 7.03 upon the expiration of the Restriction Period set forth in
Section 7.01(e) applicable to the related Restricted Stock.
(e) "Restriction Period." The Restriction Period of each award shall be five
(5) years from the date on which the award is granted. In addition, the
Board may at its discretion establish other restrictions to operate in lieu
of or in addition to the Restriction Period set forth in this Section
7.01(e).
7.02 Restricted Stock and Performance Share Awards. The Board, in its
sole discretion, may grant awards of Restricted Stock, including Performance
Shares, to persons who are eligible to participate in the Plan pursuant to
Section 3.01.
7.03 Restricted Stock Unit and Performance Share Unit Awards. The
Board, in its sole discretion, may create Restricted Stock Units and
Performance Share Units equal to fifty percent (50%) of the Restricted Stock
Award or the Performance Share Award, as the case may be, granted to
individuals pursuant to Section 7.02.
7.04 Distribution of Common Stock. Upon the expiration of the
Restriction Period and other restrictions, if any, under Section 7.01(e)
applicable to Restricted Stock or Performance Shares (or as soon as
practicable thereafter), the Board shall distribute one (1) share of Common
Stock in exchange for each such share of Restricted Stock or each
Performance Share, as the case may be, registered in the participant's name.
7.05 Distribution of Restricted Stock Unit and Performance Share Unit
Awards. Upon expiration of the Restriction Period or other restrictions
under Section 7.01(e) applicable to such Restricted Stock or Performance
Share Units (or as soon as practicable thereafter), the Board shall
distribute in cash the value of the Units earned. Each such Unit shall be
equal to the value of one (1) share of Common Stock valued on the date the
Restriction Period expires.
7.06 Termination of Employment. In the event that, prior to the
expiration of the Restriction Period or expiration or satisfaction of other
restrictions under Section 7.01(e), a participant shall cease to be employed
by the Corporation or, in the case of a non-employee director, shall cease
to serve as a director, in either case other than by reason of death,
disability or retirement, all unvested Restricted Stock, Performance Shares,
Restricted Stock Units and Performance Share Units awarded to such
participant shall be forfeited by such participant as of the effective date
and time of such termination and shall revert to the Corporation.
7.07 Death, Disability, or Retirement. Upon the participant's death,
retirement or permanent disability, the Board, in its sole discretion, may
determine that the Restriction Period and any other applicable restrictions
under Section 7.01(e) will be deemed to have expired and may distribute one
(1) share of Common Stock to the participant or his beneficiary in exchange
for each share of Restricted Stock and each Performance Share registered in
the participant's name and may distribute the Restricted Stock and
Performance Share Awards to the extent earned if the performance targets or
other conditions established by the Board have been achieved. In the event
the Restriction Period or other applicable restrictions under Section
7.01(e) is not deemed to have expired under this Section 7.07, the
participant's Restricted Stock and Performance Shares (and Restricted Stock
Units and Performance Share Units) shall be forfeited by him and shall
revert to the Corporation. For purposes of the Plan "retirement" shall have
the meaning set forth in Section 5.01(k) of this Plan.
7.08 Beneficiary Designation. A participant may designate a
beneficiary or beneficiaries for purposes of the Plan and may change such
designation from time to time by filing a written designation with the Board
and pursuant to such rules as the Board promulgates.
7.09 Anti-Alienation Provision. During the period prior to
satisfaction of all applicable conditions and restrictions upon vesting
under Section 7.01(e), Restricted Stock and Performance Shares (and
Restricted Stock Units and Performance Share Units) granted to a participant
may not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or change, except as herein
provided or as required by applicable law.
7.10 Rights of Holders of Restricted Stock and Performance Shares.
During the Restriction Period, a participant shall have the right to receive
dividends on Restricted Stock and Performance Shares but shall not have the
right to receive dividends on Restricted Stock Units and Performance Share
Units.
7.11 Restricted Stock and Performance Share Agreement. An eligible
director, officer or employee must agree in writing to the terms and
conditions of any award of Restricted Stock, Performance Shares, Restricted
Stock Units and Performance Share Units, on a form provided by the Board.
ARTICLE VIII
DELIVERY OF STOCK
8.01 Delivery of Stock. The Corporation shall not be obligated to
deliver any shares of Common Stock or to register any transfer of Common
Stock or of stock options issued pursuant to Article V unless and until, in
the opinion of the Corporation's counsel, all federal and state laws and
regulations which the Corporation may deem applicable have been complied
with, nor, in the event the Common Stock is at the time listed upon any
national securities exchange, unless and until the shares to be delivered
have been listed or authorized to be added to the list upon official notice
of issuance upon such exchange, nor unless and until all other legal matters
in connection with issuance and delivery of the shares, or the transfer of
the shares or options, as the case may be, have been approved by the
Corporation's counsel. Without limiting the generality of the foregoing, the
Corporation may require from the participant or his transferee, as
applicable in the circumstances, such investment representation or
agreement, if any, as counsel for the Corporation may consider necessary in
order to comply with the Securities Act of 1933, as amended, and may require
that such participant or transferee agree to notify the Corporation prior to
any disposition of the shares or stock options, whether by sale, gift, or
otherwise. To the extent a the participant incurs any expenses in connection
with compliance with this section of the Plan, the Corporation may, at its
sole discretion, reimburse the participant for any reasonable expenses so
incurred. The Corporation shall use its best efforts to achieve any
compliance with applicable law and the participant and any transferee of a
participant shall take any action reasonably requested by the Corporation in
such regard.
An optionee pursuant to Articles V and VI shall have the rights of a
shareholder only as to shares actually delivered to the optionee.
8.02 Withholding. Subject to Section 5.01(h) hereof, whenever the
Corporation proposes or is required to issue or transfer shares of Common
Stock under the Plan, the Corporation shall have the right to require the
recipient to remit to the Corporation an amount sufficient to satisfy any
federal, state, and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares. No shares of
Common Stock shall be delivered, or cash or other payment made, unless
arrangements satisfactory to the Corporation are made for any federal income
tax or other withholding required.
ARTICLE IX
RIGHTS TO EMPLOYMENT
9.01 No Employment Rights Created. Neither the Plan nor any option or
award granted under the Plan imposes any obligation on the Corporation or
any subsidiary to continue the employment of any participant or any other
relationship between the participant and the Corporation or any subsidiary,
including membership on the Board of Directors, nor interferes in any way
with the right of the Corporation or any subsidiary, subject to applicable
law, to terminate the employment of any of its employees or such other
relationship at any time.
ARTICLE X
ADJUSTMENT UPON CHANGES IN STOCK
10.01 Pro Rata and Other Adjustments. In the event of a stock
dividend, split-up, combination of shares, recapitalization, plan of share
exchange or merger in which the Corporation is the surviving corporation
(other than as provided below), or other similar capital change, or in the
event of a spin-off or other significant distribution of stock or property
by the Corporation to its shareholders, the Board shall make such pro rata
adjustments and other changes, if any, in the number and kind of shares of
stock or securities of the Corporation to be subject to the Plan and to
options and awards then outstanding or to be granted thereunder, the maximum
number of shares or securities which may be issued on the exercise of
options or under awards granted under the Plan, the option price, and other
relevant provisions as it considers equitable and appropriate, and the
Board's determination shall be binding on all persons.
10.02 Change in Control. In the event of a consolidation, merger or
plan of share exchange in which the Corporation is not the surviving
corporation, or in the event of a Business Combination not approved by the
Continuing Directors (both as defined in Article Thirteenth of the
Corporation's Certificate of Incorporation), or in the event of complete
liquidation of the Corporation,
(A) all outstanding options and stock appreciation rights shall
thereupon become immediately exercisable; and
(B) all outstanding awards of Restricted Stock and Performance Shares
and Restricted Stock Units and Performance Share Units shall thereupon be
deemed vested.
In addition, the Board may, in its discretion, accelerate the
exercisability or vesting of awards to any time prior to the effective time
of any such event specified in this Section 10.02, and include such further
provisions and limitations in any agreement entered into with respect to an
option or award as it may deem equitable and in the best interest of the
Corporation.
ARTICLE XI
AMENDMENTS
11.01 Plan Amendments. The Board may at any time suspend or
discontinue granting options and/or awards under the Plan. The Board may at
any time or times amend the Plan or any outstanding option and/or awards for
the purpose of satisfying the requirements of any changes in applicable laws
or regulations or for any other purpose which may at the time be permitted
by law, provided that, except as provided in Section 10.01, no such
amendment shall, without the approval of the shareholders of the
Corporation, increase the maximum number of shares available under the Plan.
No such amendment shall adversely affect the rights of any participant
(without the participant's consent) under any option or award theretofore
granted.
ARTICLE XII
TERMINATION OF THE PLAN
12.01 Term of the Plan. No award shall be granted under the Plan after
10 years following adoption of this Plan. Awards theretofore granted may
extend beyond that date but not beyond 10 years after such award is granted.
ARTICLE XIII
APPROVAL OF STOCKHOLDERS
13.01 Shareholder Approval. Adoption of this Plan shall be subject to
the approval of the shareholders of the Corporation, which approval shall be
secured within one year after the date the Plan is adopted by the Board.
SECRETARY'S CERTIFICATE
The Banknorth Group, Inc. 1997 Equity Compensation Plan was approved
by the Board of Directors of Banknorth Group, Inc. on February 25, 1997 and
by the Shareholders of Banknorth Group, Inc. on May 13, 1997.
Thomas M. Dowling
Secretary
EXHIBIT 5
October 16, 1997
Banknorth Group, Inc.
300 Financial Plaza
Burlington, VT 05401
Re: Registration Statement on Form S-8
Banknorth Group, Inc. 1997 Equity Compensation Plan
Gentlemen:
Reference is made to a Registration Statement of Banknorth Group, Inc. (the
"Company") on Form S-8 (the "Registration Statement"), to be filed by the
Company on or about October 21, 1997 with the Securities and Exchange
Commission, with respect to the proposed issuance and sale pursuant to the
Banknorth Group, Inc. 1997 Equity Compensation Plan (the "Plan") of up to
525,000 shares of the Company's Common Stock, $1.00 par value per share
("Common Stock"), together with associated common share purchase rights
issued under the terms of a Rights Agreement dated as of November 27, 1990
between the Company and Mellon Securities Trust Company, as Rights Agent, as
amended ("Rights").
We have reviewed applicable provisions of law and have examined such
documents and records and have made inquiries of the officers and directors
of the Company as we considered necessary or appropriate for purposes of
this opinion. Based on the foregoing, we are of the opinion that the shares
of Common Stock and associated Rights to be issued by the Company pursuant
to the Plan, have been duly authorized for issuance pursuant to the Plan and
when issued and delivered in accordance with the terms of the Plan, such
Common Stock and associated Rights will be validly 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,
PRIMMER & PIPER, P.C.
/s/ Primmer & Piper, P.C.
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EXHIBIT 15
The Board of Directors
Banknorth Group, Inc.
Re: Registration Statement on Form S-8 for the Banknorth Group, Inc. 1997
Equity Compensation Plan
With respect to the subject registration statement on Form S-8, we
acknowledge our awareness of the use therein of our reports dated April 25,
1997 and July 25, 1997 related to our reviews of consolidated interim
financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are
not considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
/s/ KPMG Peat Marwick LLP
Albany, New York
October 16, 1997
EXHIBIT 23(i)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Banknorth Group, Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-8 for the Banknorth Group, Inc. 1997 Equity Compensation Plan of our
report dated January 24, 1997, relating to the consolidated balance sheets
of Banknorth Group, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the December 31, 1996 Annual
Report on Form 10-K, as amended by Form 10-K/A, of Banknorth Group, Inc.
Our report refers to the adoption of the provisions of Statement of
Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing
Rights," Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan," Statement of Financial Accounting
Standards No. 118, "Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures," and Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."
/s/ KPMG Peat Marwick LLP
Albany, New York
October 16, 1997
