<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission
on November 3, 1997
Registration No. 333-_____
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
SANDWICH BANCORP, INC.
- ---------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Massachusetts Applied for
- ---------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Old Kings Highway
Sandwich, Massachusetts 02563
(508) 888-0026
- ----------------------------------------------------------------
(Address of Principal Executive Offices)
The Sandwich Co-operative Bank 1986 Stock Option Plan
The Sandwich Co-operative Bank 1994 Stock Option
and Incentive Plan
- ----------------------------------------------------------------
(Full Title of the Plan)
with copies to:
Frederic D. Legate, President J. Mark Poerio, Esquire
Sandwich Bancorp, Inc. Howard S. Parris, Esquire
100 Old Kings Highway Housley Kantarian & Bronstein, P.C.
Sandwich, Massachusetts 02563 1220 19th Street N.W., Suite 700
Washington, D.C. 20036
- ----------------------------------------------------------------
(Name and Address of Agent For Service)
(202) 822-9611
- ----------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be registered registered(1) Per Share(2) Price(2) Fee
- ------------------------------------------------------------------------------------
Common Stock, $.01
par value per share 272,083 $35.125 $4,044,637 $1,266.00
===================================================================================
<FN>
(1) Maximum number of shares issuable under the The Sandwich Co-operative Bank 1986
Stock Option Plan (182,083 shares) and The Sandwich Co-operative Bank 1994 Stock
Option and Incentive Plan (90,000 shares), as such amounts may be increased in
accordance with Section 11 of said plans in the event of a merger, consolidation,
recapitalization or similar event involving the registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
the price at which the options may be exercised. 272,083 shares are being
registered hereby, of which 268,205 are under option at a weighted average exercise
price of $14.57 per share ($3,908,422 in the aggregate). The remainder of such
shares, which are not presently subject to option (3,878 shares), are being
registered based upon the average of the high and low selling prices of the common
stock of the Registrant as reported on the Nasdaq National Market System on October
28, 1997 of $35.125 per share ($136,215 in the aggregate). Therefore, the total
amount of the offering being registered herein is $4,044,637.
</FN>
/TABLE
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I of
this Registration Statement will be sent or given to
participants in The Sandwich Co-operative Bank 1986
Stock Option Plan and The Sandwich Co-operative Bank 1994 Stock
Option and Incentive Plan (together, the "Plans") in accordance
with Rule 428(b)(1). In accordance with the Note to
Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Sandwich Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934 (the "1934 Act") and, accordingly, files periodic
reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and
other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web
site is "http://www.sec.gov".
The following document is incorporated by reference in this
Registration Statement:
The description of the Company's securities as
contained in the Company's Current Report on Form 8-K as filed
with the Commission on September 30, 1997 (File No. 0-
23149).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A) OR 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 THIS REGISTRATION STATEMENT HEREIN
AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH
DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Charter of The Sandwich Co-operative Bank ("the Bank")
provides that its directors and officers shall, and in the
discretion of the Board of Directors, any other person may, be
indemnified by the Bank against liabilities and expenses arising
out of services performed for or on behalf of the Bank. The
Charter of the Bank further provides that such indemnification
will not be provided if it is
-1-
<PAGE>
determined that the action giving rise to the liability was not
taken in good faith in the reasonable belief that the action was
in the best interests of the Bank.
The Company's Articles of Organization provide as follows:
The Corporation shall indemnify each director or officer of
the Corporation to the fullest extent now or hereafter permitted
by law against all expenses (including attorneys' fees and
disbursements), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative to
which he is or is threatened to be made a party by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation or of a subsidiary of the Corporation, or is or
was a director, custodian, administrator, committeeman or
fiduciary of any employee benefit plan established and
maintained by the Corporation or by a subsidiary of the
Corporation, or is or was serving another enterprise in any such
capacity at the written request of the Corporation. To the
extent authorized at any time by the Board of Directors of the
Corporation, the Corporation may similarly indemnify other
persons against liability incurred in any capacity, or arising
out of any status, of the character described in the immediately
preceding sentence. At the discretion of the Board of
Directors, any indemnification hereunder may include payment by
the Corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if
he shall be adjudicated to be not entitled to indemnification
under this Article VI(H) or applicable laws. In no event,
however, shall the Corporation indemnify any director, officer,
or other person hereunder with respect to any matter as to which
he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was
in the best interests of the Corporation. The Corporation may
purchase and maintain insurance to protect itself and any
present or former director, officer or other person against any
liability of any character asserted against and incurred by the
Corporation or any such director, officer or other person in any
capacity, or arising out of any status, whether or not the
Corporation would have the power to indemnify such person
against such liability by law or under the provisions of this
Article VI(H). The provisions of this Article VI(H) shall be
applicable to persons who shall have ceased to be directors or
officers of the Corporation, and shall inure to the benefit of
the heirs, executors and administrators of persons entitled to
indemnity hereunder. Nothing herein shall be deemed to limit
the Corporation's authority to indemnify any person pursuant to
any contract or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
-2-<PAGE>
<PAGE>
(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)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1934, 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.
(c) 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.
(d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or
throughout a continuous offering.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 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 fideoffering thereof.
3. The undersigned registrant hereby undertakes 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.
4. 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>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Town of Sandwich, Commonwealth
of Massachusetts, on October 29, 1997.
THE SANDWICH CO-OPERATIVE BANK
By:/s/ Frederic D. Legate
-----------------------
Frederic D. Legate
President and Chief Executive Officer
(Duly Authorized Representative)
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.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
/s/ Frederic D. Legate President, Chief Executive Officer October 29, 1997
- ---------------------- and Director (Principal Executive
Frederic D. Legate Officer)
/s/ George L. Larson Chief Financial Officer and Treasurer October 29, 1997
- ---------------------- (Principal Financial and Accounting
George L. Larson Officer)
/s/ Leon Davidson Chairman of the Board October 29, 1997
- ----------------------
Leon Davidson
/s/ John J. Doran Director October 29, 1997
- ----------------------
John J. Doran
/s/ Mary F. Hebditch Director October 29, 1997
- ----------------------
Mary F. Hebditch
/s/ George L. Jackson Director October 29, 1997
- ----------------------
George L. Jackson
/s/ Richard S. Holway Director October 29, 1997
- ----------------------
Richard S. Holway
/s/ Bradford N. Eames Director October 29, 1997
- ----------------------
Bradford N. Eames
/s/ Barry H. Johnson Director October 29, 1997
- ----------------------
Barry H. Johnson
/s/ Reale J. Lemieux Director October 29, 1997
- ----------------------
Reale J. Lemieux
/s/ Gary A. Nicerson Director October 29, 1997
- ----------------------
Gary A. Nickerson
/s/ Howard P. Crowell Director October 29, 1997
- ----------------------
Howard P. Crowell
<PAGE>
/s/ David O. MacKinnon Director October 29, 1997
- ----------------------
David O. MacKinnon
/s/ George B. Rockwell Director October 29, 1997
- ----------------------
George B. Rockwell
/TABLE
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C. as to
the validity of the Common Stock being registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Independent Certified Public Accountants
99.1 The Sandwich Co-operative Bank 1986 Stock Option Plan
99.2 The Sandwich Co-operative Bank 1994 Stock Option and
Incentive Plan
99.3 Form of Stock Option Agreement to be entered into with
Optionees with respect to Incentive Stock Options
granted under The Sandwich Co-operative Bank 1986
Stock Option Plan
99.4 Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options
granted under The Sandwich Co-operative Bank 1986
Stock Option Plan
99.5 Form of Stock Option Agreement to be entered into with
Optionees with respect to Incentive Stock Option
granted under The Sandwich Co-operative Bank 1994
Stock Option and Incentive Plan
99.6 Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options
granted under The Sandwich Co-operative Bank 1994
Stock Option and Incentive Plan
99.7 Form of Agreement to be entered into with Optionees
with respect to Stock Appreciation Rights granted The
Sandwich Co-Operative Bank 1994 Stock Option and
Incentive Plan
[HOUSLEY KANTARIAN & BRONSTEIN, P.C.]
November 3, 1997
Board of Directors
Sandwich Co-operative Bank Bancorp, Inc.
100 Old Kings Highway
Sandwich, Massachusetts 02563
Re: Registration Statement on Form S-8
---------------------------------------------------
The Sandwich Co-operative Bank 1986 Stock Option Plan
and The Sandwich Co-operative Bank 1994 Stock Option
and Incentive Plan
Dear Board Members:
We have acted as special counsel to Sandwich Bancorp, Inc., a
Massachusetts Corporation (the "Company"), in connection with
the preparation of the Registration Statement on Form S-8
filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to 272,083 shares of common stock, par value
$1.00 per share (the "Common Stock") of the Company which may be
issued upon the exercise of stock options granted or which may
be granted under the The Sandwich Co-operative Bank 1986 Stock
Option Plan and The Sandwich Co-operative Bank 1994 Stock Option
and Incentive Plan (together, the "Plans"), all as more fully
described in the Registration Statement. You have requested the
opinion of this firm with respect to certain legal aspects of
the proposed offering.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion and based
thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plans
will be duly and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8 and to references to
our firm included under the caption "Legal Opinion" in the
Prospectus which is part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ Howard S. Parris
---------------------------
Howard S. Parris, Esquire
INDEPENDENT AUDITORS' CONSENT
October 31, 1997
The Board of Directors
Sandwich Bancorp, Inc.
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Sandwich Bancorp, Inc. of
our reports dated January 24, 1997 on our audits of the
consolidated balance sheets of The Sandwich Co-operative Bank
and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1996, which report was
included in the Sandwich Bancorp Inc.'s Current Report on Form
8-K filed on September 30, 1997, and to the references to our
firm under the caption "Experts" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
KMPG PEAT MARWICK LLP
<PAGE>
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN
1. Purpose of the Plan.
The Plan shall be known as The Sandwich Co-operative Bank
1986 Stock Option Plan (the "Plan"). The purpose of the Plan is
to attract and retain the best available personnel for positions
of substantial responsibility and to provide additional
incentive to key employees of The Sandwich Co-operative Bank or
any present or future parent or subsidiary of The Sandwich
Co-operative Bank to promote the success of the business. It is
intended that options issued pursuant to this Plan may
constitute both incentive stock options within the meaning of
Section 422A of the Internal Revenue Code of 1954, as amended,
and options that do not so qualify.
2. Definitions
As used herein, the following definitions shall apply.
(a) "Bank" shall mean The Sandwich Co-operative Bank.
(b) "Board" shall mean the Board of Directors of the
Bank.
(c) "Common Stock" shall mean Common Stock, par value
$1.00 per share, of the Bank.
(d) "Code" shall mean the Internal Revenue Code of
1954, as amended.
(e) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 4(a) of the
Plan.
(f) "Continuous Employment" or "Continuous Status as
an Employee" shall mean the absence of any interruption or
termination of employment by the Bank or any present or future
Parent or Subsidiary of the Bank. Employment shall not be
considered interrupted in the case of sick leave, military
leave or any other leave of absence approved by the Bank or in
the case of transfers between payroll locations of the Bank or
between the Bank, its Parent, its Subsidiaries or a successor.
(g) "Effective Date" shall mean the date specified in
paragraph 15 hereof.
(h) "Employee" shall mean any person employed on a
full-time basis by the Bank or any present or future Parent or
Subsidiary of the Bank.
<PAGE>
<PAGE>
(i) "Option" shall mean an option to purchase Common
Stock granted pursuant to this Plan.
(j) "Optioned Stock" shall mean stock subject to an
Option granted pursuant to this Plan.
(k) "Optionee" shall mean a person who receives an
Option under the terms of this Plan.
(l) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 425(e) and (g) of the Code.
(m) "Plan" shall mean The Sandwich Co-operative Bank
1986 Stock Option Plan.
(n) "Share" shall mean one share of the Common Stock.
(o) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined
in Subsections 425(f) and (g) of the Code.
3. Shares Subject to the Plan.
Except as otherwise required by the provisions of paragraph
13 hereof, the aggregate number of shares of Common Stock
deliverable upon the exercise of Options pursuant to the Plan
shall not exceed 182,083 shares. Such shares may either be
authorized but unissued or treasury shares.
If Options should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased
shares which were subject thereto shall, unless the Plan shall
have been terminated, be available for the grant of other
Options under the Plan.
4. Administration of the Plan.
(a) Composition of Option Committee. The Plan shall be
administered by an Option Committee (the "Committee") consisting
of not less than three directors of the Bank appointed by the
Board. All persons designated as members of the Committee shall
be "disinterested persons" within the meaning of Rule 16b-3 of
the Securities and Exchange Act of 1934.
(b) Powers of the Committee. The Committee is authorized
(but only to the extent not contrary to the express provisions
of the Plan or to resolutions adopted by the Board) to interpret
the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the form and content of
Options to be issued under the Plan and to make other
determinations necessary or advisable for the administration of
the Plan, and shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to
time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at
any meeting at which a quorum is present shall be deemed the
action of the Committee.
2<PAGE>
<PAGE>
(c) Effect and Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
5. Eligibility
Options may be granted to such Employees of the Bank or any
present or future Parent or Subsidiary as shall be designated by
the Committee. An Employee who has been granted an Option may,
if otherwise eligible, be granted an additional Option or
Options.
The aggregate fair market value (determined pursuant to
Section 7 hereof as of the date the Option is granted) of the
Shares for which any Employee may be granted Options in any
calendar year (under all Incentive Stock Option Plans, as
defined in Section 422A of the Code, of the Bank or any present
or future Parent or Subsidiary of the Bank), for options granted
prior to December 31, 1986, shall not exceed $100,000, plus any
unused limit carryover to such year, as defined in Section
422A(c) of the Code. The aggregate fair market value
(determined as of the date the option is granted) of the Shares
with respect to which Incentive Stock Options granted after
December 1, 1986, are exercisable for the first time by an
employee during any calendar year shall not exceed $100,000.
Notwithstanding the prior provisions of this paragraph, the
Committee may grant Options in excess of the foregoing
limitations, provided said Options shall be clearly and
specifically designated as not being Incentive Stock Options, as
defined in Section 422A of the Code.
No Option which qualifies as an Incentive Stock Option (for
purposes of this paragraph 5 called "New Option"), and was
granted prior to December 31, 1986, shall be exercisable while
there is outstanding any Incentive Stock Option (as defined in
Section 422A of the Code) which was granted, before the granting
of the New Option, to the Employee to whom the New Option is
granted. A previously granted Incentive Stock Option, granted
prior to December 31, 1986, shall be treated as outstanding
until such prior option is exercised in full or expires by
reason of lapse in time.
6. Term of Plan; Term of Options.
(a) The Plan shall continue in effect for a term of ten
years from its Effective Date, unless sooner terminated pursuant
to paragraph 16. No Option shall be granted under the Plan
after ten years from the Effective Date.
(b) The term of each Option granted under the Plan shall
be established by the Committee, but shall not exceed 10 years,
provided however that in the case of an Employee who owns stock
representing more than ten percent of the Bank's outstanding
Common Stock at the time the Option is granted, the term of such
Option shall not exceed five years.
3<PAGE>
<PAGE>
7. Option Price.
The price per share at which each Option granted under the
Plan may be exercised shall not, as to any particular Option, be
less than the fair market value of the stock at the time such
Option is granted. In the case of an Employee who owns stock
representing more than ten percent of the Bank's outstanding
Common Stock at the time the Option is granted, the Option price
shall not be less than 110% of the fair market value of the
stock at the time the Option is granted. If the Common Stock is
traded otherwise than on a national securities exchange at the
time of the granting of an Option, then the price per share
shall be not less than the mean between the bid and asked price
on the date the Option is granted or, if there is no bid and
asked price on said date, then on the next prior business day on
which there was a bid and asked price. If no such bid and asked
price is available, then the price per share shall be determined
by the Committee. If the Common Stock is listed on a national
securities exchange (including the NASDAQ national market) at
the time of granting an Option, then the price per share shall
be not less than the average of the highest and lowest selling
price on such exchange on the date such Option is granted or if
there were no sales on said date, then the price shall be not
less than the mean between the bid and asked price on such date.
8. Exercise of Option.
(a) Procedure for Exercise. Any Option granted hereunder
shall be exercisable at such times and under such conditions as
shall be permissible under the terms of the Plan and of the
Option granted to an Optionee. An Option may not be exercised
for a fractional Share.
An Option granted pursuant to the Plan may be exercised,
subject to provisions relative to its termination and
limitations on its exercise, from time to time only by (a)
written notice of intent to exercise the Option with respect to
a specified number of shares, and (b) payment to the Bank
(contemporaneously) with delivery of such notice), in cash, in
Common Stock, or a combination of cash and Common Stock, of the
amount of the Option price for the number of shares with respect
to which the Option is then being exercised. Each such notice
and payment shall be delivered, or mailed by prepaid registered
or certified mail, addressed to the Treasurer of the Bank at the
Bank's executive offices. Common Stock utilized in full or
partial payment of the exercise price shall be valued at its
fair market value at the date of exercise.
(b) Exercise During Employment or Following Death or
Disability. Unless otherwise provided in the terms of an
Option, an Option may be exercised by an Optionee only while he
is an Employee and has maintained Continuous Status As An
Employee since the date of the grant of the Option, or within 90
days after termination of his status as an Employee (but not
later than the date on which the Option would otherwise expire),
except if his Continuous Employment is terminated by reason of
(1) death, then to the extent that the Optionee would have
been entitled to exercise the Option immediately prior to his
death, such Option of the deceased Optionee may be exercised
within two years from the date of his death (but not later than
the date on which the Option would otherwise expire) by the
personal representatives of his estate or person or persons to
whom his
4<PAGE>
<PAGE>
rights under such Option shall have passed by will or by laws of
descent and distribution, or (2) Permanent and Total Disability
(as such term is defined in Section 105(d)(4) of the Code), then
to the extent that the Optionee would have been entitled to
exercise the Option immediately prior to his Permanent and Total
Disability, such Option may be exercised within one year from
the date of such Permanent and Total Disability, but not later
than the date on which the Option would otherwise expire.
The Committee's determination whether an Optionee's
employment has been ceased, and the effective date thereof,
shall be final and conclusive on all persons affected thereby.
Notwithstanding any other provision of this Plan, if an
Employee is terminated for cause, all Options outstanding to
such Employee shall be canceled as of the effective date of such
termination and may not be exercised thereafter.
9. Change in Control.
Notwithstanding the provisions of any Option which provides
for its exercise in installments as designated by the Committee,
such Option shall become immediately exercisable, and the
Optionee shall, at the discretion of the Committee, be entitled
to receive cash in an amount equal to the excess of the fair
market value of the Common Stock (determined in accordance with
Section 7) subject to such Option over the Option price of such
shares, in exchange for the surrender of such options by the
Optionee, in the event of a change in control or offer to
effect a change in control. For purposes of this Section 9,
"change in control" shall refer to the acquisition of the
beneficial ownership (as that term is defined in Rule 13d-3 of
the General Rules and Regulations under the Securities Exchange
Act of 1934) of 25 percent or more of the voting securities of
the Bank by any person or by persons acting as a group within
the meaning of Section 13(d) of the Securities Exchange Act of
1934; provided, however, that for the purposes hereof no change
in control or offer to effect a change in control shall be
deemed to have occurred if prior to the acquisition of, or offer
to acquire, 25 percent or more of the voting securities of
Bank, the full Board of Directors shall have adopted by not less
than a two-thirds vote a resolution specifically approving such
acquisition or offer. The term "person" refers to an individual
or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed
herein. The decision of the Committee as to whether a change in
control or offer to effect a change in control has occurred
shall be conclusive and binding.
10. Non-Transferability of Options.
Options granted under the Plan may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner
other than by will or by the laws of descent and distribution.
An Option may be exercised, during the lifetime of the Optionee,
only by the Optionee.
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11. Effect of Change in Stock Subject to the Plan.
In the event that each of the outstanding shares of Common
Stock (other than shares held by dissenting shareholders) shall
be changed into or exchanged for a different number or kind of
shares of stock of the Bank or of another corporation (whether
by reason of merger, consolidation, recapitalization,
reclassification, stock dividend, split-up, combination of
shares, or otherwise), then there shall be substituted for each
share of Common Stock then under Option or available for Option
the number and kind of shares of stock into which each
outstanding share of Common Stock (other than shares held by
dissenting shareholders) shall be so changed or for which each
such share shall be so exchanged, together with an appropriate
adjustment of the Option Price.
In the event there shall be any change in the number of, or
kind of, issued shares of Common Stock, or of any stock or other
securities into which such Common Stock shall have been changed,
or for which it shall have been exchanged, then if the Committee
shall, in its discretion, determine that such change equitably
requires an adjustment in the number, or kind, or Option Price
of shares then subject to an Option or available for Option,
such adjustment shall be made by the Board and shall be
effective and binding for all purposes of the Plan.
12. Time of Granting Options.
The date of grant of an Option under the Plan shall, for
all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the
determination shall be given to each Employee to whom an Option
is so granted within a reasonable time after the date of such
grant.
13. Effective Date.
The Plan shall become effective upon the effective date of
the conversion of the Bank from mutual to stock form. Options
may be granted prior to ratification of the Plan by the
stockholders if the exercise of such Options is subject to such
stockholder ratification. The Plan shall continue in effect for
a term of ten years from the Effective Date, unless sooner
terminated under paragraph 16 of the Plan.
14. Approval of Stockholders.
The Plan shall be approved by stockholders of the Bank
within twelve (12) months before or after the date it becomes
effective.
15. Modification of Options.
At any time and from time to time the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of
said Option any right or benefit
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which could not be conferred on him by the grant of a new Option
at such time, or impair the Option without the consent of the
holder of the Option.
16. Amendment and Termination of the Plan.
The Board may alter, suspend or discontinue the Plan except
that no action of the Board may increase (other than as provided
in paragraph 11) the maximum number of shares permitted to be
optioned or become available for the granting of Options under
the Plan, or reduce the minimum Option price, or extend the
period within which Options may be exercised, unless such action
of the Board shall be subject to approval or ratification by the
shareholders of the Bank.
No action of the Board may, without the consent of the
holder of the Option, impair any then outstanding Option.
17. Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to any Option
granted under the Plan unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder, any
applicable state securities law, and the requirements of any
stock exchange upon which the Shares may then be listed.
Inability of the Bank to obtain from any regulatory body or
authority deemed by the Bank's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder shall relieve
the Bank of any liability in respect of the non-issuance or sale
of such shares.
As a condition to the exercise of an Option, the Bank may
require the person exercising the Option to make such
representations and warranties as may be necessary to assure the
availability of an exemption from the registration requirements
of federal or state securities law.
18. Reservation of Shares.
The Bank, during the term of this Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
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THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION AND INCENTIVE PLAN
1. Purpose of the Plan.
The purpose of this The Sandwich Co-operative Bank 1994
Stock Option and Incentive Plan (the "Plan") is to advance the
interests of the Bank through providing select key Employees of
the Bank and its Affiliates with the opportunity to acquire
Shares. By encouraging such stock ownership, the Bank seeks to
attract, retain and motivate the best available personnel for
positions of substantial responsibility and to provide
additional incentive to key Employees of the Bank or any
Affiliate to promote the success of the business.
2. Definitions.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Bank, as such terms are defined
in Section 424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options and SARs,
unless the context clearly indicates a different meaning.
(d) "Bank" shall mean The Sandwich Co-operative Bank.
(e) "Board" shall mean the Board of Directors of the
Bank.
(f) "Change in Control" shall refer to the acquisition
of the beneficial ownership (as that term is defined in Rule
13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934) of 25% or more of the Bank's voting
securities by any person or by persons acting as a "group"
(within the meaning of Section 13(d) of the Securities Exchange
Act of 1934). For purposes of this subparagraph only, the term
"person" refers to an individual or a corporation, partnership,
trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of
entity not specifically listed herein. The decision of the
Committee as to whether a change in control has occurred shall
be conclusive and binding.
(g) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(h) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with Paragraph 5(a) hereof.
(i) "Common Stock" shall mean the common stock, par
value $1.00 per share, of the Bank.
(j) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee of the
Bank or an Affiliate. Continuous Service shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Bank or in the
case of transfers between payroll locations of the Bank or
between the Bank, an Affiliate or a successor.
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(k) "Disinterested Person" shall mean any member of the
Board who, at the time discretion under the Plan is exercised,
is a "disinterested person" within the meaning of Rule 16b-3.
(l) "Effective Date" shall mean the date specified in
Paragraph 14 hereof.
(m) "Employee" shall mean any person employed by the
Bank or an Affiliate.
(n) "Exercise Price" shall mean the price per Optioned
Share at which an Option or SAR may be exercised.
(o) "ISO" means an option to purchase Common Stock which
meets the requirements set forth in the Plan, and which is
intended to be and is identified as an "incentive stock option"
within the meaning of Section 422 of the Code.
(p) "Market Value" shall mean the fair market value of
the Common Stock, as determined under Paragraph 7(b) hereof.
(q) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is
not intended to be and is not identified as an ISO.
(r) "Option" means an ISO and/or a Non-ISO.
(s) "Optioned Shares" shall mean Shares subject to an
Option granted pursuant to this Plan.
(t) "Participant" shall mean any person who receives an
Award pursuant to the Plan.
(u) "Plan" shall mean The Sandwich Co-operative Bank
1994 Stock Option and Incentive Plan.
(v) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
(w) "Share" shall mean one share of Common Stock.
(x) "SAR" (or "Stock Appreciation Right") means a right
to receive the appreciation in value, or a portion of the
appreciation in value, of a specified number of shares of Common
Stock.
3. Term of the Plan and Awards.
(a) Term of the Plan. The Plan shall continue in effect
for a term of five years from the Effective Date, unless sooner
terminated pursuant to Paragraph 17 hereof. No Award shall be
granted under the Plan after ten years from the Effective Date.
(b) Term of Awards. The term of each Award granted
under the Plan shall be established by the Committee, but shall
not exceed 10 years; provided, however, that in the case of an
Employee who owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is granted, the term
of such ISO shall not exceed five years.
4. Shares Subject to the Plan.
(a) General Rule. Except as otherwise required by the
provisions of Paragraph 11 hereof, the aggregate number of
Shares deliverable pursuant to Awards shall not exceed 90,000
Shares. Such Shares may either be
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authorized but unissued Shares or Shares held in treasury. If
Awards should expire, become unexercisable or be forfeited for
any reason without having been exercised or become vested in
full, the Optioned Shares shall, unless the Plan shall have been
terminated, be available for the grant of additional Awards
under the Plan.
(b) Special Rule for SARs. The number of Shares with
respect to which an SAR is granted shall be charged against the
aggregate number of Shares remaining available under the Plan;
provided, however, that in the case of an SAR granted in
conjunction with an Option, under circumstances in which the
exercise of the SAR results in termination of the Option and
vice versa, only the number of Shares subject to the Option
shall be charged against the aggregate number of Shares
remaining available under the Plan. The Shares involved in an
Option as to which option rights have terminated by reason of
the exercise of a related SAR, as provided in Paragraph 10
hereof, shall not be available for the grant of further Options
under the Plan.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of not less
than three (3) members of the Board who are Disinterested
Persons. Members of the Committee shall serve at the pleasure
of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by those members of
the Board who are Disinterested Persons.
(b) Powers of the Committee. Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to select Participants and grant Awards, (ii) to
determine the form and content of Awards to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan,
(iv) to prescribe, amend and rescind rules and regulations
relating to the Plan, and (v) to make other determinations
necessary or advisable for the administration of the Plan. The
Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to
time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at
any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee without a meeting, shall
be deemed the action of the Committee.
(c) Agreement. Each Award shall be evidenced by a
written agreement containing such provisions as may be approved
by the Committee. Each such Agreement shall constitute a
binding contract between the Bank and the Participant, and every
Participant, upon acceptance of such Agreement, shall be bound
by the terms and restrictions of the Plan and of such Agreement.
The terms of each such Agreement shall be in accordance with
the Plan, but each Agreement may include such additional
provisions and restrictions determined by the Committee, in its
discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan.
In particular, the Committee shall set forth in each Agreement
(i) the Exercise Price of an Option or SAR, (ii) the number of
Shares subject to, and the expiration date of, the Award, (iii)
the manner, time and rate (cumulative or otherwise) of exercise
or vesting of such Award, and (iv) the restrictions, if any, to
be placed upon such Award, or upon Shares which may be issued
upon exercise of such Award.
The Chairman of the Committee and such other officers as
shall be designated by the Committee are hereby authorized to
execute Agreements on behalf of the Bank and to cause them to be
delivered to the recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
(e) Indemnification. In addition to such other rights
of indemnification as they may have, the members of the
Committee shall be indemnified by the Bank in connection with
any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or
any Award, granted hereunder to the full extent provided for
under the Bank's Charter or Bylaws with respect to the
indemnification of Directors.
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6. Grant of Options.
(a) General Rule. In its sole discretion, the Committee
may grant Options to Employees of the Bank or its Affiliates.
(b) Special Rules for ISOs. The aggregate Market Value,
as of the date the Option is granted, of the Shares with respect
to which ISOs are exercisable for the first time by an Employee
during any calendar year (under all incentive stock option
plans, as defined in Section 422 of the Code, of the Bank or any
present or future Parent or Subsidiary of the Bank) shall not
exceed $100,000. Notwithstanding the prior provisions of this
paragraph, the Committee may grant Options in excess of the
foregoing limitations, in which case such Options granted in
excess of such limitation shall be Options which are Non-ISOs.
7. Exercise Price for Options.
(a) Limits on Committee Discretion. The Exercise Price
as to any particular Option granted under the Plan shall not be
less than the Market Value of the Optioned Shares on the date of
grant. In the case of an Employee who owns Shares representing
more than 10% of the Bank's outstanding Shares of Common Stock
at the time an ISO is granted, the Exercise Price shall not be
less than 110% of the Market Value of the Optioned Shares at the
time the ISO is granted.
(b) Standards for Determining Exercise Price. If the
Common Stock is listed on a national securities exchange
(including the NASDAQ National Market System) on the date in
question, then the Market Value per Share shall be not less than
the average of the highest and lowest selling price on such
exchange on such date, or if there were no sales on such date,
then the Exercise Price shall be not less than the mean between
the bid and asked price on such date. If the Common Stock is
traded otherwise than on a national securities exchange on the
date in question, then the Market Value per Share shall be not
less than the mean between the bid and asked price on such date,
or, if there is no bid and asked price on such date, then on the
next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the
Market Value per Share shall be its fair market value as
determined by the Committee, in its sole and absolute
discretion.
8. Exercise of Options.
(a) Generally. Any Option granted hereunder shall be
exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and of the Agreement
granted to a Participant. An Option may not be exercised for a
fractional Share.
(b) Procedure for Exercise. A Participant may exercise
Options, subject to provisions relative to its termination and
limitations on its exercise, only by (1) written notice of
intent to exercise the Option with respect to a specified number
of Shares, and (2) payment to the Bank (contemporaneously with
delivery of such notice) in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the
Exercise Price for the number of Shares with respect to which
the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Treasurer of the
Bank at the Bank's executive offices. Common Stock utilized in
full or partial payment of the Exercise Price for Options shall
be valued at its Market Value at the date of exercise.
(c) Period of Exercisability. Except to the extent
otherwise provided in the terms of an Agreement, an Option may
be exercised by a Participant only while he is an Employee and
has maintained Continuous Service from the date of the grant of
the Option, or within three months after termination of such
Continuous Service (but not later than the date on which the
Option would otherwise expire), except if the Employee's
Continuous Service terminates by reason of --
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(1) "Just Cause" which for purposes hereof shall have
the meaning set forth in any unexpired employment or
severance agreement between the Participant and the Bank
(and, in the absence of any such agreement, shall mean
termination because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar
offenses) or final cease-and-desist order), then the
Participant's rights to exercise such Option shall expire
on the date of such termination;
(2) death, then to the extent that the Participant would
have been entitled to exercise the Option immediately
prior to his death, such Option of the deceased
Participant may be exercised within two years from the
date of his death (but not later than the date on which
the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom
his rights under such Option shall have passed by will or
by laws of descent and distribution;
(3) Permanent and Total Disability (as such term is
defined in Section 22(e)(3) of the Code), then to the
extent that the Participant would have been entitled to
exercise the Option immediately prior to his Permanent
and Total Disability, such Option may be exercised within
one year from the date of such Permanent and Total
Disability, but not later than the date on which the
Option would otherwise expire.
Notwithstanding the provisions of any Option which provides for
its exercise in installments as designated by the Committee,
such Option shall become immediately exercisable upon the
Participant's death or Permanent and Total Disability.
(d) Effect of the Committee's Decisions. The
Committee's determination whether a Participant's Continuous
Service has ceased, and the effective date thereof shall be
final and conclusive on all persons affected thereby.
9. SARs (Stock Appreciation Rights)
(a) Granting of SARs. In its sole discretion, the
Committee may from time to time grant SARs to Employees either
in conjunction with, or independently of, any Options granted
under the Plan. An SAR granted in conjunction with an Option
may be an alternative right wherein the exercise of the Option
terminates the SAR to the extent of the number of shares
purchased upon exercise of the Option and, correspondingly, the
exercise of the SAR terminates the Option to the extent of the
number of Shares with respect to which the SAR is exercised.
Alternatively, an SAR granted in conjunction with an Option may
be an additional right wherein both the SAR and the Option may
be exercised. An SAR may not be granted in conjunction with an
ISO under circumstances in which the exercise of the SAR affects
the right to exercise the ISO or vice versa, unless the SAR, by
its terms, meets all of the following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference
between the Exercise Price of the ISO and the Market Value
of the Shares subject to the ISO at the time the SAR is
exercised;
(3) The SAR is transferable only when the ISO is
transferable, and under the same conditions;
(4) The SAR may be exercised only when the ISO may be
exercised; and
(5) The SAR may be exercised only when the Market Value
of the Shares subject to the ISO exceeds the Exercise
Price of the ISO.
5
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(b) Exercise Price. The Exercise Price as to any
particular SAR shall not be less than the Market Value of the
Optioned Shares on the date of grant.
(c) Timing of Exercise. Any election by a Participant
to exercise SARs shall be made during the period beginning on
the 3rd business day following the release for publication of
quarterly or annual financial information and ending on the 12th
business day following such date. This condition shall be
deemed to be satisfied when the specified financial data is
first made publicly available. In no event, however, may an SAR
be exercised within the six-month period following the date of
its grant.
The provisions of Paragraph 8(c) regarding the period of
exercisability of Options is incorporated by reference herein,
and shall determine the period of exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be
exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and of the Agreement
granted to a Participant, provided that an SAR may not be
exercised for a fractional Share. Upon exercise of an SAR, the
Participant shall be entitled to receive, without payment to the
Bank except for applicable withholding taxes, an amount equal to
the excess of (or, in the discretion of the Committee if
provided in the Agreement, a portion of) the excess of the then
aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the
aggregate Exercise Price of such number of Optioned Shares.
This amount shall be payable by the Bank in cash.
(e) Procedure for Exercising SARs. To the extent not
inconsistent herewith, the provisions of Paragraph 8(b) as to
the procedure for exercising Options are incorporated by
reference, and shall determine the procedure for exercising
SARs.
10. Change in Control
(a) General Rule. Notwithstanding the provisions of any
Award which provides for its exercise or vesting in
installments, upon the date of a Change in Control or an offer
to effect a Change in Control, (i) all Options and SARs shall
become immediately exercisable and fully vested, and (ii) the
Participant shall, at the discretion of the Committee, be
entitled to receive cash in an amount equal to the excess of the
Market Value of the Common Stock subject to such Option over the
Exercise Price of such Shares, in exchange for the cancellation
of such Options by the Participant.
(b) Exception to General Rule. Notwithstanding
subparagraph (a) of this Paragraph, in no event may an SAR be
exercised, or an Option be canceled in exchange for cash,
within the six-month period following the date of its grant.
11. Effect of Changes in Common Stock Subject to the Plan.
(a) Recapitalizations; Stock Splits, Etc. The number
and kind of shares reserved for issuance under the Plan, and the
number and kind of shares subject to outstanding Awards (and the
Exercise Price thereof in the case of Options and SARs), shall
be proportionately adjusted for any increase, decrease, change
or exchange of Shares for a different number or kind of shares
or other securities of the Bank which results from a merger,
consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares
is changed without the receipt or payment of consideration by
the Bank.
(b) Transactions in which the Bank is Not the Surviving
Entity. Subject to Paragraph 10 hereof, in the event of (i) the
liquidation or dissolution of the Bank, (ii) a merger or
consolidation in which the Bank is not the surviving entity, or
(iii) the sale or disposition of all or substantially all of the
Bank's assets (any of the foregoing to be referred to herein as
a "Transaction"), all outstanding Awards shall be surrendered.
With respect to each Award
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so surrendered, the Committee shall in its sole and absolute
discretion determine whether the holder of the surrendered Award
shall receive --
(1) for each Share then subject to an outstanding Award
the number and kind of shares into which each outstanding
Share (other than Shares held by dissenting stockholders)
is changed or exchanged, together with an appropriate
adjustment to the Exercise Price; or
(2) a cash payment (from the Bank or the successor
corporation) in an amount equal to the Market Value of the
Shares subject to the Award on the date of the
Transaction, less the Exercise Price of the Award.
(c) Special Rule for ISOs. Any adjustment made pursuant
to subparagraphs (a) or (b)(1) hereof shall be made in such a
manner as not to constitute a modification, within the meaning
of Section 424(h) of the Code, of outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the
Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in
this Paragraph, the issuance by the Bank or an Affiliate of
shares of stock of any class, or of securities convertible into
Shares or stock of another class, for cash or property or for
labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect,
and no adjustment shall be made with respect to, the number,
class, or Exercise Price of Shares then subject to Awards or
reserved for issuance under the Plan.
12. Non-Transferability of Awards.
Awards may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or
by the laws of descent and distribution, or pursuant to the
terms of a "qualified domestic relations order" (within the
meaning of Section 414(p) of the Code and the regulations and
rulings thereunder).
13. Time of Granting Awards.
The date of grant of an Award shall, for all purposes, be
the date on which the Committee makes the determination of
granting such Award. Notice of the determination shall be given
to each Participant to whom an Award is so granted within a
reasonable time after the date of such grant.
14. Effective Date.
The Plan shall become effective immediately upon its
approval by the Board. Awards may be made prior to approval of
the Plan by the stockholders of the Bank if the exercise of
Awards in the form of Options and/or SARs is subject to such
stockholder approval.
15. Approval by Stockholders.
The Plan shall be approved by stockholders of the Bank
within twelve (12) months before or after the Effective Date.
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16. Modification of Awards.
At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Award, provided no such
modification shall confer on the holder of said Award any right
or benefit which could not be conferred on him by the grant of a
new Award at such time, or impair the Award without the consent
of the holder of the Award.
17. Amendment and Termination of the Plan.
The Board may from time to time amend the terms of the
Plan and, with respect to any Shares at the time not subject to
Awards, suspend or terminate the Plan, provided that any
amendment that is "material" within the meaning of Rule 16b-3
shall be subject to stockholder approval.
No amendment, suspension or termination of the Plan shall,
without the consent of any affected holders of an Award, alter
or impair any rights or obligations under any Award theretofore
granted.
18. Conditions Upon Issuance of Shares.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Award unless the
issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Shares may
then be listed. The Plan is intended to comply with Rule 16b-3,
and any provision of the Plan which the Committee determines in
its sole and absolute discretion to be inconsistent with said
Rule shall, to the extent of such inconsistency, be inoperative
and null and void, and shall not affect the validity of the
remaining provisions of the Plan.
(b) Special Circumstances. The inability of the Bank to
obtain approval from any regulatory body or authority deemed by
the Bank's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder shall relieve the Bank of any
liability in respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option or SAR, the Bank may
require the person exercising the Option or SAR to make such
representations and warranties as may be necessary to assure the
availability of an exemption from the registration requirements
of federal or state securities law.
(c) Committee Discretion. The Committee shall have the
discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
19. Reservation of Shares.
The Bank, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
20. Withholding Tax.
The Bank's obligation to deliver Shares upon exercise of
Awards shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and employment tax
withholding obligations. The Committee, in its discretion, may
permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Bank withhold Shares,
or to deliver to the Bank Shares that he already owns, having a
value equal to the amount required to be withheld. The value of
Shares to be withheld, or delivered to the Bank, shall be based
on the Market Value of the Shares on the date the amount of tax
to be withheld is to be determined. As an alternative,
8
<PAGE>
>PAGE>
the Bank may retain, or sell without notice, a number of such
Shares sufficient to cover the amount required to be withheld.
21. No Employment or Other Rights.
In no event shall an Employee's eligibility to participate
or participation in the Plan create or be deemed to create any
legal or equitable right of the Employee, or any other party to
continue service with the Bank or any Affiliate. No Employee
shall have a right to be granted an Award or, having received an
Award, the right to again be granted an Award. However, an
Employee who has been granted an Award may, if otherwise
eligible, be granted an additional Award or Awards.
22. Governing Law.
The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, except to
the extent that federal law shall be deemed to apply.
9
<PAGE>
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $1.00 per share, of Sandwich Bancorp, Inc. (the
"Company"), which Option is intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), is hereby granted to __________
(the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of The
Sandwich Co-operative Bank 1986 Stock Option Plan (the "Plan")
which was adopted by The Sandwich Co-operative Bank and which is
incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The option price is $_____ for each
share, being 100% */ of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Years of Continuous Percentage of Total Shares
Employment After Subject to Option Which
Date of Grant of Option May Be Exercised
----------------------- --------------------------
Upon Grant %
1 year but less than 2 years %
2 years but less than 3 years %
3 years but less than 4 years %
4 years but less than 5 years %
5 years or more %
____________________
*/ 100% in the case of an Optionee who owns shares
representing more than 10% of the outstanding
common stock of the Company on the date of grant
of this Option.
<PAGE>
<PAGE>
ISO Agreement
Page 2
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Bank.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
<PAGE>
<PAGE>
ISO Agreement
Page 3
4. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN COMMITTEE
By______________________________
__________________
Date of Grant Attest:___________________ (Seal)
____________________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common
stock of the Company on the date of grant of this Option.<PAGE>
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN
_____________
Date
Treasurer
Sandwich Bancorp, Inc.
100 Old Kings Highway
Sandwich, Massachusetts 02563
Re: The Sandwich Co-operative Bank 1986 Stock Option Plan
-----------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase _____ shares, par value $1.00, of Common
Stock of Sandwich Bancorp, Inc. under and pursuant to a Stock
Option Agreement dated __________ ___, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_____ of cash or check
_____ _____ shares of Common Stock, valued
at $_____ per share
$_____ Total
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
___________________________
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $1.00 per share, of Sandwich Bancorp, Inc. (the
"Company"), is hereby granted to __________ (the "Optionee") at
the price set forth herein, and in all respects subject to the
terms, definitions and provisions of The Sandwich Co-operative
Bank 1986 Stock Option Plan (the "Plan") which was adopted by
The Sandwich Co-operative Bank and which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such
Stock Option do not comply with Options granted under Section
422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Option Price. The option price is $_____ for each
share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Years of Continuous Percentage of Total Shares
Employment After Subject to Option Which
Date of Grant of Option May Be Exercised
----------------------- --------------------------
Upon Grant %
1 year but less than 2 years %
2 years but less than 3 years %
3 years but less than 4 years %
4 years but less than 5 years %
5 years or more %
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by
<PAGE>
<PAGE>
Non-ISO Agreement
Page 2
proof, satisfactory to counsel for the Company, of the
right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Bank.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as stated below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN COMMITTEE
By______________________________
__________________
Date of Grant Attest:___________________ (Seal)
<PAGE>
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1986 STOCK OPTION PLAN
_____________
Date
Treasurer
Sandwich Bancorp, Inc.
100 Old Kings Highway
Sandwich, Massachusetts 02563
Re: The Sandwich Co-operative Bank 1986 Stock Option Plan
-----------------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase _____ shares, par value $1.00, of Common
Stock of Sandwich Bancorp, Inc. under and pursuant to a Stock
Option Agreement dated __________ ___, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_____ of cash or check
_____ _____ shares of Common Stock, valued
at $_____ per share
$_____ Total
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
___________________________
<PAGE>
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $1.00 per share, of Sandwich Bancorp, Inc. (the
"Company"), which Option is intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), is hereby granted to __________
(the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of The
Sandwich Co-operative Bank 1994 Stock Option Plan (the "Plan")
which was adopted by The Sandwich Co-operative Bank and which is
incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The option price is $_____ for each
share, being 100% */ of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Years of Continuous Percentage of Total Shares
Employment After Subject to Option Which
Date of Grant of Option May Be Exercised
----------------------- --------------------------
Upon Grant %
1 year but less than 2 years %
2 years but less than 3 years %
3 years but less than 4 years %
4 years but less than 5 years %
5 years or more %
____________________
*/ 100% in the case of an Optionee who owns shares
representing more than 10% of the outstanding
common stock of the Company on the date of grant
of this Option.
<PAGE>
<PAGE>
ISO Agreement
Page 2
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Bank.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
<PAGE>
<PAGE>
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN COMMITTEE
By______________________________
__________________
Date of Grant Attest:___________________ (Seal)
____________________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common
stock of the Company on the date of grant of this Option.<PAGE>
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN
_____________
Date
Treasurer
Sandwich Bancorp, Inc.
100 Old Kings Highway
Sandwich, Massachusetts 02563
Re: The Sandwich Co-operative Bank 1994 Stock Option Plan
-----------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase _____ shares, par value $1.00, of Common
Stock of Sandwich Bancorp, Inc. under and pursuant to a Stock
Option Agreement dated __________ ___, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_____ of cash or check
_____ _____ shares of Common Stock, valued
at $_____ per share
$_____ Total
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
___________________________
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $1.00 per share, of Sandwich Bancorp, Inc. (the
"Company"), is hereby granted to __________ (the "Optionee") at
the price set forth herein, and in all respects subject to the
terms, definitions and provisions of The Sandwich Co-operative
Bank 1994 Stock Option Plan (the "Plan") which was adopted by
The Sandwich Co-operative Bank and which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such
Stock Option do not comply with Options granted under Section
422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Option Price. The option price is $_____ for each
share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Years of Continuous Percentage of Total Shares
Employment After Subject to Option Which
Date of Grant of Option May Be Exercised
----------------------- --------------------------
Upon Grant %
1 year but less than 2 years %
2 years but less than 3 years %
3 years but less than 4 years %
4 years but less than 5 years %
5 years or more %
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
<PAGE>
<PAGE>
Non-ISO Agreement
Page 2
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Bank.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as stated below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN COMMITTEE
By______________________________
__________________
Date of Grant Attest:___________________ (Seal)
<PAGE>
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION PLAN
_____________
Date
Treasurer
Sandwich Bancorp, Inc.
100 Old Kings Highway
Sandwich, Massachusetts 02563
Re: The Sandwich Co-operative Bank 1994 Stock Option Plan
-----------------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase _____ shares, par value $1.00, of Common
Stock of Sandwich Bancorp, Inc. under and pursuant to a Stock
Option Agreement dated __________ ___, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_____ of cash or check
_____ _____ shares of Common Stock, valued
at $_____ per share
$_____ Total
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
___________________________
<PAGE>
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION AND INCENTIVE PLAN
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
On the date of grant specified below, the Stock Option
Committee of The Sandwich Co-operative Bank (the "Bank") hereby
grants to __________ (the "Optionee") a total of _____ Stock
Appreciation Rights (SARs), subject to the terms and conditions
set forth in The Sandwich Co-operative Bank 1994 Stock Option
and Incentive Plan (the "Plan") (a copy of which is available to
the Optionee upon request). The terms and conditions of the
Plan are incorporated herein by reference.
(a) The exercise price is $_____ for each share, such
price being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
option.
(b) The SAR shall be exercisable to the extent permitted
in the Plan.
(c) The SAR shall be accepted for surrender by the
Optionee in consideration for the payment by the Bank of an
amount equal to the excess of the fair market value on the date
of exercise of the Shares of Common Stock subject to such SAR
over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common
Stock or in cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance
with Section 12 of the Plan.
(f) The SAR may be exercised only in accordance with
Sections 8, 9, and 12 of the Plan, and only when there is a
positive spread, i.e., when the market price of the Common Stock
subject to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict
between this Agreement and the Plan, the Plan shall be
controlling and supercede any conflicting or inconsistent
provision of the Agreement.
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By:____________________________
Date of Grant: ATTEST:
______________ _______________________________
