As filed with the Securities and Exchange Commission on July 11, 1997
REGISTRATION NO._______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
TAPPAN ZEE FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3840352
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
75 North Broadway
Tarrytown, New York 10591
(914) 631-0344
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
TAPPAN ZEE FINANCIAL, INC.
1996 STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES,
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
RECOGNITION AND RETENTION PLAN FOR OFFICERS, AND
RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS
(FULL TITLE OF THE PLANS)
---------------
Mr. Stephen C. Byelick
President and Chief Executive Officer
Tappan Zee Financial, Inc.
75 North Broadway
Tarrytown, New York 10591
(914) 631-0344
Copy to:
W. Edward Bright, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
OF AGENT FOR SERVICE)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Title of Securities Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Price Per Share (2) Aggregate Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 226,800 shares $17.25 $3,228,862.50 $979.00
====================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of Tappan Zee Financial,
Inc. (the "Company") reserved for issuance upon exercise of options
granted pursuant to the Tappan Zee Financial, Inc. 1996 Stock Option
Plan for Officers and Employees and the Tappan Zee Financial, Inc. 1996
Stock Option Plan for Outside Directors, and authorized for awards
under the Recognition and Retention Plan for Officers of Tappan Zee
Financial, Inc. and the Recognition and Retention Plan for Outside
Directors of Tappan Zee Financial, Inc. ("Plans"). In addition to such
shares, this registration statement also covers an undetermined number
of shares of common stock of the Company that, by reason of certain
events specified in the Plans, may become issuable upon exercise of
options through the use of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which shares subject to outstanding options are deemed to be offered at
the prices at which such options may be exercised and restricted shares
and shares that may be acquired upon exercise of options granted in the
future are deemed to be offered at $17.25 per share, the average of the
daily high and low sales prices of common stock of the Company on the
Nasdaq Stock Market at the close of trading on July 7, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-26466) are incorporated by
reference in this registration statement:
(1) the description of the Registrant's common stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form 8-A, dated July 14, 1995 which was filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended ("Exchange Act"); and
(2) the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997, which was filed with the Commission
pursuant to the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any
<PAGE>
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Tappan Zee Financial, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to
Mr. Harry G. Murphy, Vice President, Tappan Zee Financial, Inc. 75 North
Broadway, Tarrytown, New York 10591. Telephone requests may be directed to (914)
631-0344.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL")
INTER ALIA, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.
-2-
<PAGE>
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, an incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article X of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.
Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.
The Company has entered into an Employment Agreement dated
June 23, 1997 with each of Stephen C. Byelick and Harry G. Murphy pursuant to
which it has undertaken contractually to provide indemnification and insurance
coverage in the manner described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-3-
<PAGE>
ITEM 8. EXHIBITS.
4.1 Tappan Zee Financial, Inc. 1996 Stock Option Plan for
Officers and Employees.
4.2 Tappan Zee Financial, Inc. 1996 Stock Option Plan for
Outside Directors.
4.3 Recognition and Retention Plan for Officers of Tappan
Zee Financial, Inc.
4.4 Recognition and Retention Plan for Outside Directors
of Tappan Zee Financial, Inc.
4.5 Form of Stock Option Agreement under the Tappan Zee
Financial, Inc. 1996 Stock Option Plan for Officers
and Employees.
4.6 Form of Stock Option Agreement under the Tappan Zee
Financial, Inc. 1996 Stock Option Plan for Outside
Directors.
4.7 Form of Award Notice under the Recognition and
Retention Plan for Officers of Tappan Zee Financial,
Inc.
4.8 Form of Award Notice under the Recognition and
Retention Plan for Outside Directors of Tappan Zee
Financial, Inc.
4.9 Certificate of Incorporation of Tappan Zee Financial,
Inc., incorporated by reference to the Registrant's
Registration Statement on Form S-1, as amended
(Registration No. 33-94128).
4.10 By-Laws of Tappan Zee Financial, Inc., incorporated
by reference to the Registrant's Registration
Statement on Form S-1, as amended (Registration No.
33-94128).
5 Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of KPMG Peat Marwick LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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; and
-4-
<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)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. 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 Exchange Act and, where interim financial information
required to be presented by Article 3 of Regulation S-X is 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.
D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for 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
-5-
<PAGE>
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 Securities Act and will be
governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 State of New York on July 8, 1997.
TAPPAN ZEE FINANCIAL, INC.
(Registrant)
By: /s/ Stephen C. Byelick
---------------------------
Stephen C. Byelick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Stephen C. Byelick President and Chief Executive Officer
- ------------------------- (Principal Executive Officer)
Stephen C. Byelick and Director July 8, 1997
/s/ Harry G. Murphy Vice President, Secretary and Director
- ------------------------- (Chief Financial and Accounting Officer) July 8, 1997
Harry G. Murphy
/s/ Marvin Levy Chairman of the Board and Director July 8, 1997
- -------------------------
Marvin Levy
Director ______, 1997
- -------------------------
John T. Cooney
/s/ Gerald L. Logan Director July 8, 1997
- -------------------------
Gerald L. Logan
/s/ Kevin L. Plunkett Director July 8, 1997
- -------------------------
Kevin L. Plunkett
Director ______, 1997
- -------------------------
Paul R. Wheatley
-7-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
4.1 Tappan Zee Financial, Inc. 1996 Stock Option Plan for Officers
and Employees.
4.2 Tappan Zee Financial, Inc. 1996 Stock Option Plan for Outside
Directors.
4.3 Recognition and Retention Plan for Officers of Tappan Zee
Financial, Inc.
4.4 Recognition and Retention Plan for Outside Directors of Tappan
Zee Financial, Inc.
4.5 Form of Stock Option Agreement under the Tappan Zee Financial,
Inc. 1996 Stock Option Plan for Officers and Employees.
4.6 Form of Stock Option Agreement under the Tappan Zee Financial,
Inc. 1996 Stock Option Plan for Outside Directors.
4.7 Form of Award Notice under the Recognition and Retention Plan
for Officers of Tappan Zee Financial, Inc.
4.8 Form of Award Notice under the Recognition and Retention Plan
for Outside Directors of Tappan Zee Financial, Inc.
4.9 Certificate of Incorporation of Tappan Zee Financial, Inc.,
incorporated by reference to the Registrant's Statement on
Form S-1 (Registration No. 33-94128), which was filed with
the Commission pursuant to the Securities Act of 1933, as
amended.
4.10 By-Laws of Tappan Zee Financial, Inc., incorporated by
reference to the Registrant's Annual Report on
Registrant's Statement on Form S-1 (Registration No.
33-94128), which was filed with the Commission pursuant to
the Securities Act of 1933, as amended.
5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5
hereof).
23.2 Consent of KPMG Peat Marwick LLP.
-8-
EXHIBIT 4.1
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN
FOR
OFFICERS AND EMPLOYEES
------------------------------
ADOPTED MARCH 25, 1996
EFFECTIVE AS OF JULY 11, 1996
INCORPORATING AMENDMENT NOS. 1 AND 2
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN ............................... 1
ARTICLE II
DEFINITIONS
SECTION 2.1 BANK ...................................................... 1
SECTION 2.2 BOARD ..................................................... 1
SECTION 2.3 CHANGE IN CONTROL OF THE COMPANY .......................... 1
SECTION 2.4 CODE ...................................................... 3
SECTION 2.5 COMMITTEE ................................................. 3
SECTION 2.6 COMPANY ................................................... 3
SECTION 2.7 DISABILITY ................................................ 3
SECTION 2.8 DISINTERESTED BOARD MEMBER ................................ 3
SECTION 2.9 EFFECTIVE DATE ............................................ 4
SECTION 2.10 ELIGIBLE INDIVIDUAL ....................................... 4
SECTION 2.11 EXCHANGE ACT .............................................. 4
SECTION 2.12 EXERCISE PRICE ............................................ 4
SECTION 2.13 FAIR MARKET VALUE ......................................... 4
SECTION 2.14 INCENTIVE STOCK OPTION .................................... 4
SECTION 2.15 NON-QUALIFIED STOCK OPTION ................................ 4
SECTION 2.16 OPTION .................................................... 4
SECTION 2.17 OPTION PERIOD ............................................. 4
SECTION 2.18 PERSON .................................................... 5
SECTION 2.19 PLAN ...................................................... 5
SECTION 2.20 QUALIFIED DOMESTIC RELATIONS ORDER ........................ 5
SECTION 2.21 RETIREMENT ................................................ 5
SECTION 2.22 SHARE ..................................................... 5
SECTION 2.23 TERMINATION FOR CAUSE ..................................... 5
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE ................................................. 6
SECTION 3.2 COMMITTEE ACTION .......................................... 6
SECTION 3.3 COMMITTEE RESPONSIBILITIES ................................ 7
(i)
<PAGE>
PAGE
ARTICLE IV
STOCK OPTIONS
SECTION 4.1 IN GENERAL ................................................ 7
SECTION 4.2 AVAILABLE SHARES .......................................... 8
SECTION 4.3 SIZE OF OPTION ............................................ 8
SECTION 4.4 EXERCISE PRICE ............................................ 8
SECTION 4.5 OPTION PERIOD ............................................. 8
SECTION 4.6 METHOD OF EXERCISE ........................................ 9
SECTION 4.7 LIMITATIONS ON OPTIONS .................................... 10
SECTION 4.8 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK OPTIONS ........ 10
SECTION 4.9 REQUIRED REGULATORY PROVISIONS ............................ 11
ARTICLE V
AMENDMENT AND TERMINATION
SECTION 5.1 TERMINATION ............................................... 13
SECTION 5.2 AMENDMENT ................................................. 13
SECTION 5.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION ..... 14
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 STATUS AS AN EMPLOYEE BENEFIT PLAN ........................ 15
SECTION 6.2 NO RIGHT TO CONTINUED EMPLOYMENT .......................... 15
SECTION 6.3 CONSTRUCTION OF LANGUAGE .................................. 15
SECTION 6.4 GOVERNING LAW ............................................. 16
SECTION 6.5 HEADINGS .................................................. 16
SECTION 6.6 NON-ALIENATION OF BENEFITS ................................ 16
SECTION 6.7 TAXES ..................................................... 16
SECTION 6.8 APPROVAL OF SHAREHOLDERS .................................. 16
SECTION 6.9 NOTICES ................................................... 16
(ii)
<PAGE>
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN
FOR
OFFICERS AND EMPLOYEES
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Tappan Zee Financial, Inc., to provide certain key officers and
employees of Tappan Zee Financial, Inc. and its affiliates with an incentive to
achieve corporate objectives, to attract and retain individuals of outstanding
competence and to provide such individuals with an equity interest in Tappan Zee
Financial, Inc.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of
this Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 BANK means Tarrytowns Bank, FSB, a federally
chartered savings institution, and any successor thereto.
SECTION 2.2 BOARD means the board of directors of Tappan Zee
Financial, Inc.
SECTION 2.3 CHANGE IN CONTROL OF THE COMPANY means any of the
following events:
(a) approval by the stockholders of Tappan Zee Financial,
Inc. of a transaction that would result in the reorganization, merger
or consolidation of Tappan Zee Financial, Inc. with one or more other
persons, other than a transaction following which:
(i) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) in substantially the
<PAGE>
-2-
same relative proportions by persons who, immediately prior to
such transaction, beneficially owned (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) at least 51% of
the outstanding equity ownership interests in Tappan Zee
Financial, Inc.; and
(ii) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of Tappan Zee
Financial, Inc.;
(b) the acquisition of all or substantially all of the assets
of Tappan Zee Financial, Inc. or beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of the outstanding securities of Tappan Zee Financial, Inc.
entitled to vote generally in the election of directors by any person
or by any persons acting in concert, or approval by the stockholders of
Tappan Zee Financial, Inc. of any transaction which would result in
such an acquisition;
(c) a complete liquidation or dissolution of Tappan Zee
Financial, Inc., or approval by the stockholders of Tappan Zee
Financial, Inc. of a plan for such liquidation or dissolution;
(d) the occurrence of any event if, immediately following
such event, at least 50% of the members of the Board of Directors of
Tappan Zee Financial, Inc. do not belong to any of the following
groups:
(i) individuals who were members of the Board of
Directors of Tappan Zee Financial, Inc. on the effective date
of this Plan; or
(ii) individuals who first became members of the
Board of Directors of Tappan Zee Financial, Inc. after the
effective date of this Plan either:
(A) upon election to serve as a member of
the Board of Directors of Tappan Zee Financial, Inc.
by affirmative vote of three-quarters of the members
of such Board, or of a nominating committee thereof,
in office at the time of such first election; or
(B) upon election by the stockholders of
Tappan Zee Financial, Inc. to serve as a member of
the Board of Tappan Zee Financial, Inc., but only if
nominated for election by affirmative vote of
three-quarters of the members of the Board of
Directors of
<PAGE>
-3-
Tappan Zee Financial, Inc., or of a nominating
committee thereof, in office at the time of such
first nomination;
PROVIDED, HOWEVER, that such individual's election or
nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf
of the Board of Tappan Zee Financial, Inc.; or
(e) any event which would be described in section 2.3(a), (b),
(c) or (d) if the term "Bank" were substituted for the term "Tappan Zee
Financial, Inc." therein.
In no event, however, shall a Change in Control be deemed to have occurred as a
result of any acquisition of securities or assets of Tappan Zee Financial, Inc.,
the Bank, or a subsidiary of either of them, by Tappan Zee Financial, Inc., the
Bank, or a subsidiary of either of them, or by any employee benefit plan
maintained by any of them. For purposes of this section 2.3, the term "person"
shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the
Exchange Act.
SECTION 2.4 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.5 COMMITTEE means the Committee described in section
3.1.
SECTION 2.6 COMPANY means Tappan Zee Financial, Inc., a
corporation organized and existing under the laws of the State of Delaware, and
any successor thereto, the Bank and any successor thereto and, with the prior
approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
institution.
SECTION 2.7 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.8 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of the Company, (b) is not a former
employee of the Company who receives compensation for prior services (other than
benefits under a tax-qualified retirement plan) during the taxable year, (c) has
not been an officer of the Company, (d) does not receive remuneration from the
Company, either directly or indirectly, in any capacity other than as a director
and (d) is not currently and for a period of at least one year has not been
eligible for discretionary awards under any stock compensation plan of the
Company. The term Disinterested Board Member shall be interpreted in such manner
as shall be necessary to conform to the requirements of section 162(m) of the
Code and Rule 16b-3 promulgated under the Exchange Act.
<PAGE>
-4-
SECTION 2.9 EFFECTIVE DATE means July 11, 1996.
SECTION 2.10 ELIGIBLE INDIVIDUAL means any individual whom the
Committee may determine to be a key officer or employee of the Company and
select to receive a grant of an Option pursuant to the Plan.
SECTION 2.11 EXCHANGE ACT means the Securities Exchange Act of
1934, as amended.
SECTION 2.12 EXERCISE PRICE means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with section 4.4.
SECTION 2.13 FAIR MARKET VALUE means, with respect to a Share
on a specified date:
(a) the final reported sales price on the date in question (or
if there is no reported sale on such date, on the last preceding date
on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
(b) if the Shares are not listed or admitted to trading on any
such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no such quotation is provided, on another
similar system, selected by the Committee, then in use; or
(c) if sections 2.12(a) and (b) are not applicable, the fair
market value of a Share as the Committee may determine.
SECTION 2.14 INCENTIVE STOCK OPTION means a right to purchase
Shares that is granted pursuant to section 4.1, that is designated by the
Committee to be an Incentive Stock Op tion and that is intended to satisfy the
requirements of section 422 of the Code.
SECTION 2.15 NON-QUALIFIED STOCK OPTION means a right to
purchase Shares that (a) is granted pursuant to section 4.1 and is designated by
the Committee to be a Non-Qualified Stock Option, or (b) does not satisfy the
requirements of section 422 of the Code.
SECTION 2.16 OPTION means either an Incentive Stock Option or
a Non-Qualified Stock Option.
SECTION 2.17 OPTION PERIOD means the period during which an
Option may be exercised, determined in accordance with section 4.5.
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SECTION 2.18 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.19 PLAN means the Tappan Zee Financial, Inc. 1996
Stock Option Plan for Officers and Employees, as amended from time to time.
SECTION 2.20 QUALIFIED DOMESTIC RELATIONS ORDER means a
Domestic Relations Order that: (a) clearly specifies (i) the name and last known
mailing address of the Option holder and of each person given rights under such
Domestic Relations Order, (ii) the amount or percentages of the Option holder's
benefits under this Plan to be paid to each person covered by such Domestic
Relations Order, (iii) the number of payments or the period to which such
Domestic Relations Order applies, and (iv) the name of this Plan; and (b) does
not require the payment of a benefit in a form or amount that is (i) not
otherwise provided for under the Plan, or (ii) inconsistent with a previous
Qualified Domestic Relations Order. For the purposes of this Plan, a "Domestic
Relations Order" means a judgment, decree or order (including the approval of a
property settlement) that is made pursuant to a state domestic relations or
community property law and relates to the provision of child support, alimony
payments, or marital property rights to a spouse, child or other dependent of an
Option holder.
SECTION 2.21 RETIREMENT means retirement at the normal or
early retirement date as set forth in any tax-qualified retirement plan of the
Bank.
SECTION 2.22 SHARE means a share of Common Stock, par value
$.01 per share, of Tappan Zee Financial, Inc.
SECTION 2.23 TERMINATION FOR CAUSE means one of the following:
(a) for an Eligible Employee who is not an officer or employee
of any bank or savings institution regulated by the Office of Thrift
Supervision, "Termination for Cause" means termination of employment with the
Company upon the occurrence of any of the following: (A) the employee
intentionally engages in dishonest conduct in connection with his performance of
services for the Company resulting in his conviction of a felony; (B) the
employee is convicted of, or pleads guilty or NOLO CONTENDERE to, a felony or
any crime involving moral turpitude; (C) the employee willfully fails or refuses
to perform his duties under any employment or retention agreement and fails to
cure such breach within sixty (60) days following written notice thereof from
the Company; (D) the employee breaches his fiduciary duties to the Company for
personal profit; or (E) the employee's willful breach or violation of any law,
rule or regulation (other than traffic violations or similar offenses), or final
cease and desist order in connection with his performance of services for the
Company;
(b) for an Eligible Employee who is an officer or employee of
a bank or savings institution regulated by the Office of Thrift Supervision,
"Termination for Cause" means termination of employment for personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful
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violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease and desist order, or any material breach of
this Agreement, in each case as measured against standards generally prevailing
at the relevant time in the savings and community banking industry; PROVIDED,
HOWEVER, that such individual shall not be deemed to have been discharged for
cause unless and until he shall have received a written notice of termination
from the Board, which notice shall be given to such individual not later than
five (5) business days after the Board adopts, and shall be accompanied by, a
resolution duly approved by affirmative vote of a majority of the entire Board
at a meeting called and held for such purpose (which meeting shall be held not
more than fifteen (15) days nor more than thirty (30) days after notice to the
individual), at which meeting there shall be a reasonable opportunity for the
individual to make oral and written presentations to the members of the Board,
on his own behalf, or through a representative, who may be his legal counsel, to
refute the grounds for the proposed determination finding that in the good faith
opinion of the Board grounds exist for discharging the individual for cause.
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE.
The Plan shall be administered by a Committee consisting of
the members of the Compensation Committee of Tappan Zee Financial, Inc. who are
Disinterested Board Members. If fewer than three members of the Compensation
Committee are Disinterested Board Members, then the Board shall appoint to the
Committee such additional Disinterested Board Members as shall be necessary to
provide for a Committee consisting of at least three Disinterested Board
Members.
SECTION 3.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
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SECTION 3.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed from time to time by the Board, the Committee
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for
participation in the Plan, the number of Shares subject to the Options,
if any, to be granted, and the terms and conditions thereof;
(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE IV
STOCK OPTIONS
SECTION 4.1 IN GENERAL.
Subject to the limitations of the Plan, the Committee may, in
its discretion, grant to an Eligible Individual an Option to purchase Shares.
Any such Option shall be evidenced by a written agreement which shall:
(a) designate the Option as either an Incentive Stock Option
or a Non- Qualified Stock Option;
(b) specify the number of Shares covered by the Option;
(c) specify the Exercise Price, determined in accordance with
section 4.4, for the Shares subject to the Option;
(d) specify the Option Period determined in accordance with
section 4.5;
(e) set forth specifically or incorporate by reference the
applicable provisions of the Plan; and
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(f) contain such other terms and conditions not inconsistent
with the Plan as the Committee may, in its discretion, prescribe with
respect to an Option granted to an Eligible Individual.
SECTION 4.2 AVAILABLE SHARES.
Subject to section 5.3, the maximum aggregate number of Shares
with respect to which Options may be granted at any time shall be equal to the
excess of:
(a) 113,400 Shares; over
(b) the sum of:
(i) the number of Shares with respect to which
previously granted Options may then or may in the future be
exercised; plus
(ii) the number of Shares with respect to which
previously granted Options have been exercised.
For purposes of this section 4.2, an Option shall not be considered as having
been exercised to the extent that such Option terminates by reason other than
the purchase of the related Shares.
SECTION 4.3 SIZE OF OPTION.
Subject to sections 4.2 and 4.9 and such limitations as the
Board may from time to time impose, the number of Shares as to which an Eligible
Individual may be granted Options shall be determined by the Committee, in its
discretion. Except as provided in section 4.9, the maximum number of Shares that
may be optioned to any one individual under this Plan during its entire duration
shall be the entire number of Shares available under the Plan.
SECTION 4.4 EXERCISE PRICE.
The price per Share at which an Option granted to an Eligible
Individual may be exercised shall be determined by the Committee, in its
discretion; PROVIDED, HOWEVER, that the Exercise Price shall not be less than
the Fair Market Value of a Share on the date on which the Option is granted.
SECTION 4.5 OPTION PERIOD.
Subject to section 4.9, the Option Period during which an
Option granted to an Eligible Individual may be exercised shall commence on the
date specified by the Committee in
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the Option agreement and shall expire on the date specified in the Option
agreement or, if no date is specified, on the earliest of:
(a) the close of business on the last day of the three-month
period commencing on the date of the Eligible Individual's termination
of employment with the Company, other than on account of death or
Disability, Retirement or a Termination for Cause;
(b) the close of business on the last day of the one-year
period commencing on the date of the Eligible Individual's termination
of employment due to death, Disability or Retirement;
(c) the date and time when the Eligible Individual ceases to
be an employee of the Company due to a Termination for Cause; and
(d) the last day of the ten-year period commencing on the date
on which the Option was granted.
SECTION 4.6 METHOD OF EXERCISE.
(a) Subject to the limitations of the Plan and the Option
agreement, an Option holder may, at any time during the Option Period, exercise
his right to purchase all or any part of the Shares to which the Option relates;
PROVIDED, HOWEVER, that the minimum number of Shares which may be purchased
shall be 100, or, if less, the total number of Shares relating to the Option
which remain unpurchased. An Option holder shall exercise an Option to purchase
Shares by:
(i) giving written notice to the Committee, in such form and
manner as the Committee may prescribe, of his intent to exercise the
Option;
(ii) delivering to the Committee full payment, consistent with
section 4.6(b), for the Shares as to which the Option is to be
exercised; and
(iii) satisfying such other conditions as may be prescribed in
the Option agreement.
(b) The Exercise Price of Shares to be purchased upon exercise
of any Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company may accept) or, if and to the extent permitted
by the Committee, by one or more of the following: (i) in the form of Shares
already owned beneficially for a period of more than six months by the Option
holder having an aggregate Fair Market Value on the date the Option is exercised
equal to the aggregate Exercise Price to be paid; (ii) after a period of six
months from the date of grant of any such Option, by requesting the Company to
cancel without payment Options outstanding to such Person for that number of
Shares whose aggregate Fair Market Value on the date of exercise, when reduced
by their aggregate Exercise Price, equals the aggregate Exercise Price of the
Options being exercised; or (iii) by a combination thereof; PROVIDED, HOWEVER,
that an election
<PAGE>
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under section 4.6(b)(ii) or (iii) shall be subject to the conditions and
limitations of Rule 16b-3(e) promulgated under the Exchange Act. Payment for any
Shares to be purchased upon exercise of an Option may also be made by delivering
a properly executed exercise notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the purchase price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.
(c) When the requirements of section 4.6(a) and (b) have been
satisfied, the Committee shall take such action as is necessary to cause the
issuance of a stock certificate evidencing the Option holder's ownership of such
Shares. The Person exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to the Shares, prior
to the date as of which such Shares are transferred to such Person on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected except as may be required under section 5.3.
SECTION 4.7 LIMITATIONS ON OPTIONS.
(a) An Option by its terms shall not be transferable by the
Option holder other than by will or by the laws of descent and distribution, or
pursuant to the terms of a Qualified Domestic Relations Order, and shall be
exercisable, during the lifetime of the Option holder, only by the Option holder
or an alternate payee designated pursuant to such a Qualified Domestic Relations
Order.
(b) The Company's obligation to deliver Shares with respect to
an Option shall, if the Committee so requests, be conditioned upon the receipt
of a representation as to the investment intention of the Option holder to whom
such Shares are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such representation
shall become inoperative upon a registration of the Shares or upon the
occurrence of any other event eliminating the necessity of such representation.
The Company shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such Shares to listing on any stock exchange on which
Shares may then be listed, or (ii) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.
SECTION 4.8 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK
OPTIONS.
In addition to the limitations of section 4.7, an Option
designated by the Committee to be an Incentive Stock Option shall be subject to
the following limitations:
(a) If, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as
of the date of the grant) of
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Shares subject to an Option intended to be an Incentive Stock Option
which first be come available for purchase during such calendar year,
and (ii) equals the Fair Market Value (determined as of the date of
grant) of Shares subject to any other options intended to be Incentive
Stock Options and previously granted to the same Eligible Individual
which first become exercisable in such calendar year, then that number
of Shares optioned which causes the sum of (i) and (ii) to exceed
$100,000 shall be deemed to be Shares optioned pursuant to a
Non-Qualified Stock Option or Non-Qualified Stock Options, with the
same terms as the Option or Options intended to be an Incentive Stock
Option;
(b) The Exercise Price of an Incentive Stock Option granted to
an Eligible Individual who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company shall not be less than 110% of the
Fair Market Value of a Share, and if an Option designated as an
Incentive Stock Option shall be granted at an Exercise Price that does
not satisfy this requirement, the designated Exercise Price shall be
observed and the Option shall be treated as a Non-Qualified Stock
Option;
(c) The Option Period of an Incentive Stock Option granted to
an Eligible Individual who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company, shall expire no later than the
fifth anniversary of the date on which the Option was granted, and if
an Option designated as an Incentive Stock Option shall be granted for
an Option Period that does not satisfy this requirement, the designated
Option Period shall be observed and the Option shall be treated as a
Non-Qualified Stock Option;
(d) An Incentive Stock Option that is exercised during its
designated Option Period but more than (i) three (3) months after the
termination of employment with the Company (other than on account of
disability within the meaning of section 22(e)(3) of the Code or death)
of the Eligible Individual to whom it was granted; and (ii) one (1)
year after such individual's termination of employment with the Company
due to disability (within the meaning of section 22(e)(3) of the Code);
may be exercised in accordance with the terms but shall be treated as a
Non-Qualified Stock Option; and
(e) Except with the prior written approval of the Committee,
no individual shall dispose of Shares acquired pursuant to the exercise
of an Incentive Stock Option until after the later of (i) the second
anniversary of the date on which the Incentive Stock Option was
granted, or (ii) the first anniversary of the date on which the Shares
were acquired.
SECTION 4.9 REQUIRED REGULATORY PROVISIONS.
Notwithstanding anything contained herein to the contrary:
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(a) no Option shall be granted under the Plan prior to the
date on which the Plan is approved by the holders of a majority of the
Shares outstanding on such date and eligible to vote upon the proposal
to approve the Plan;
(b) no individual may be granted Options to purchase more than
Forty Thousand Five Hundred (40,500) Shares;
(c) each Option granted under the Plan shall become
exercisable as follows:
(i) prior to the first anniversary of the date on
which the Option is granted, the Option shall not be
exercisable;
(ii) on and after the first anniversary, but prior to
the second anniversary, of the date on which the Option is
granted, the Option may be exercised as to a maximum of twenty
percent (20%) of the Shares subject to the Option when
granted;
(iii) on and after the second anniversary, but prior
to the third anniversary, of the date on which the Option is
granted, the Option may be exercised as to a maximum of forty
percent (40%) of the Shares subject to the Option when
granted, including in such forty percent (40%) any optioned
Shares purchased prior to such second anniversary;
(iv) on and after the third anniversary, but prior to
the fourth anniversary, of the date on which the Option is
granted, the Option may be exercised as to a maximum of sixty
percent (60%) of the Shares subject to the Option when
granted, including in such sixty percent (60%) any optioned
Shares purchased prior to such third anniversary;
(v) on and after the fourth anniversary, but prior to
the fifth anniversary, of the date on which the Option is
granted, the Option may be exercised as to a maximum of eighty
percent (80%) of the Shares subject to the Option when
granted, including in such eighty percent (80%) any optioned
Shares purchased prior to such fourth anniversary; and
(vi) on and after the fifth anniversary of the date
on which the Option is granted and for the remainder of the
Option Period, the Option may be exercised as to the entire
number of optioned Shares not theretofore purchased;
PROVIDED, HOWEVER, that such an Option shall become fully exercisable,
and all optioned Shares not previously purchased shall become available
for purchase, on the date of the Option holder's death, Disability, or
Retirement or upon the date of a Change in Control of the Company; AND
PROVIDED, FURTHER, that the Committee,
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in its discretion, may establish a different vesting schedule in a
particular case or as a matter of policy;
(d) the Exercise Period of any Option granted hereunder,
whether or not previously vested, shall be suspended as of the time and
date at which the Option holder has received notice from the Board that
his or her employment is subject to a possible Termination for Cause.
Such suspension shall remain in effect until the Option holder receives
official notice from the Board that he or she has been cleared of any
possible Termination for Cause, at which time, the original Exercise
Period shall be reinstated without any adjustment for the intervening
suspended period; and
(e) no Option granted hereunder, whether or not previously
vested, shall be exercised after the time and date at which the Option
holder's employment with the Company is terminated in a Termination for
Cause.
ARTICLE V
AMENDMENT AND TERMINATION
SECTION 5.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective Date by giving
written notice of such suspension or ter mination to the Committee Unless sooner
terminated, the Plan shall terminate automatically on the day preceding the
tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding and exercisable for the period and on the terms and
conditions set forth in the Option agreements evidencing such Options.
SECTION 5.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; PROVIDED, HOWEVER, that if the amendment or revision:
(a) materially increases the benefits accruing under the Plan;
(b) materially increases the number of Shares which may be
issued under the Plan; or
(c) materially modifies the requirements as to eligibility for
Options under the Plan;
<PAGE>
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such amendment or revision shall be subject to approval by the shareholders of
the Company; AND PROVIDED, FURTHER, that no amendment required to comply with or
conform to any condition imposed under section 162(m) of the Code on federal
income tax deductions allowable to the Company in respect of the Plan shall
require such approval.
SECTION 5.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity, and in the
event of any stock split, stock dividend or other event generally affecting the
number of Shares held by each Person who is then a holder of record of Shares,
the number of Shares covered by each outstanding Option and the number of Shares
available pursuant to section 4.2 shall be adjusted to account for such event.
Such adjust ment shall be effected by multiplying such number of Shares by an
amount equal to the number of Shares that would be owned after such event by a
Person who, immediately prior to such event, was the holder of record of one
Share, and the Exercise Price of the Options shall be adjusted by dividing the
Exercise Price by such number of Shares; PROVIDED, HOWEVER, that the Committee
may, in its discretion, establish another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving entity, any
Options granted under the Plan which remain outstanding may be cancelled as of
the effective date of such merger, consolidation, business reorganization,
liquidation or sale by the Board upon 30 days' written notice to the Option
holder; PROVIDED, HOWEVER, that on or as soon as practicable following the date
of cancellation, each Option holder shall receive a monetary payment in such
amount, or other property of such kind and value, as the Board determines in
good faith to be equivalent in value to the Options that have been cancelled;
AND PROVIDED, FURTHER, that prior to July 11, 1997, the payments provided for
under this section 5.3(b) shall only apply to outstanding Options that have
vested as of the effective date of such merger, consolidation, or other business
reorganization of the Company.
(c) In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares) which
results in a nontaxable return of capital to the holders of Shares for federal
income tax purposes or otherwise than by dividend makes distribution of property
to the holders of its Shares, the Company shall, in the discretion of the
Committee, either:
(i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend. Such
payment shall be made at substantially the same time, in substantially
the same form and in substantially the same amount per optioned Share
as the dividend or other distribution paid with respect to outstanding
Shares; PROVIDED, HOWEVER, that if any dividend or distribution on
outstanding Shares is paid in property other than cash, the Company, in
the Committee's discretion, may make such payment in a cash amount per
optioned Share equal in fair market value to the fair market value of
the non-cash dividend or distribution; or
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(ii) adjust the Exercise Price of each outstanding Option in
such manner as the Committee may determine to be appropriate to
equitably reflect the payment of the dividend; or
(iii) take the action described in section 5.3(c)(i) with
respect to certain outstanding Options and the action described in
section 5.3(c)(ii) with respect to the remaining outstanding Options;
PROVIDED, HOWEVER, that no such action shall be taken without the approval of
the Office of Thrift Supervision until the stockholders of the Company have
voted to approve the provisions of this section 5.3(c) in a vote taken after
October 5, 1996.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
require ments of the Employee Retirement Income Security Act of 1974, as
amended. The Plan shall be construed and administered so as to effectuate this
intent.
SECTION 6.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Individual any right to a
continuation of employment by the Company. The Company reserves the right to
dismiss any Eligible Individual or otherwise deal with any Eligible Individual
to the same extent as though the Plan had not been adopted.
SECTION 6.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
<PAGE>
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SECTION 6.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the laws of the State of New York without giving effect to the
conflict of laws principles thereof, except to the extent that such laws are
preempted by federal law.
SECTION 6.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
SECTION 6.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts, except to the extent provided in a Qualified Domestic Relations Order.
SECTION 6.7 TAXES.
The Company shall have the right to deduct from all amounts
paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is
entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require such Person to pay the Company the amount of any
tax which the Company is required to withhold with respect to such Shares, or,
in lieu thereof, to retain, or to sell without notice, a sufficient number of
Shares to cover the amount required to be withheld.
SECTION 6.8 APPROVAL OF SHAREHOLDERS.
The Plan and all Options granted hereunder shall be
conditioned on the approval of the Plan by the holders of a majority of the
Shares of Tappan Zee Financial, Inc. entitled to vote at an annual or special
meeting of the holders of Shares held no earlier than April 5, 1996. No Option
under the Plan shall be granted, nor shall any such Option be exercised or any
Shares issued or purchased, prior to such approval.
SECTION 6.9 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or at such other
address as one such party may by written notice specify to the other party:
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(a) If to the Committee:
Tappan Zee Financial, Inc.
75 North Broadway
P.O. Box 187
Tarrytown, New York 10591
Attention: CORPORATE SECRETARY
(b) If to an Option holder, to the Option holder's
address as shown in the Company's personnel records.
EXHIBIT 4.2
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN
FOR
OUTSIDE DIRECTORS
------------------------------
ADOPTED ON MARCH 25, 1996
EFFECTIVE AS OF JULY 11, 1996
INCORPORATING AMENDMENT NOS. 1 AND 2
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN............................... 1
ARTICLE II
DEFINITIONS
SECTION 2.1 BANK...................................................... 1
SECTION 2.2 BOARD..................................................... 1
SECTION 2.3 CHANGE IN CONTROL OF THE COMPANY.......................... 1
SECTION 2.4 CODE...................................................... 3
SECTION 2.5 COMMITTEE................................................. 3
SECTION 2.6 COMPANY................................................... 3
SECTION 2.7 DISABILITY................................................ 3
SECTION 2.8 EFFECTIVE DATE............................................ 3
SECTION 2.9 ELIGIBLE DIRECTOR......................................... 3
SECTION 2.10 EXCHANGE ACT.............................................. 3
SECTION 2.11 EXERCISE PRICE............................................. 4
SECTION 2.12 FAIR MARKET VALUE.......................................... 4
SECTION 2.13 OPTION.................................................... 4
SECTION 2.14 OPTION PERIOD............................................. 4
SECTION 2.15 PERSON.................................................... 4
SECTION 2.16 PLAN...................................................... 4
SECTION 2.17 QUALIFIED DOMESTIC RELATIONS ORDER........................ 4
SECTION 2.18 RETIREMENT................................................. 5
SECTION 2.19 SHARE...................................................... 5
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE................................................. 5
SECTION 3.2 COMMITTEE ACTION.......................................... 5
SECTION 3.3 COMMITTEE RESPONSIBILITIES................................ 5
ARTICLE IV
OPTION GRANTS
SECTION 4.1 AVAILABLE SHARES.......................................... 6
SECTION 4.2 OPTION GRANTS............................................. 6
SECTION 4.3 EXERCISE PRICE............................................ 7
SECTION 4.4 OPTION PERIOD............................................. 7
SECTION 4.5 METHOD OF EXERCISE........................................ 8
(i)
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Page
----
SECTION 4.6 LIMITATIONS ON OPTIONS.................................... 9
ARTICLE V
AMENDMENT AND TERMINATION
SECTION 5.1 TERMINATION............................................... 10
SECTION 5.2 AMENDMENT................................................. 10
SECTION 5.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION..... 10
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 STATUS AS AN EMPLOYEE BENEFIT PLAN........................ 12
SECTION 6.2 NO RIGHT TO CONTINUED EMPLOYMENT.......................... 12
SECTION 6.3 CONSTRUCTION OF LANGUAGE.................................. 12
SECTION 6.4 GOVERNING LAW............................................. 12
SECTION 6.5 HEADINGS.................................................. 12
SECTION 6.6 NON-ALIENATION OF BENEFITS................................ 12
SECTION 6.7 TAXES..................................................... 13
SECTION 6.8 APPROVAL OF SHAREHOLDERS.................................. 13
SECTION 6.9 NOTICES................................................... 13
(ii)
<PAGE>
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN
FOR
OUTSIDE DIRECTORS
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Tappan Zee Financial, Inc., to provide Eligible Directors of
Tappan Zee Financial, Inc. and its affiliates with an incentive to achieve
corporate objectives, to attract and retain key directors of outstanding
competence and to provide such Eligible Directors with an equity interest in
Tappan Zee Financial, Inc.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 BANK means Tarrytowns Bank, FSB, a federally
chartered savings institution, and any successor thereto.
SECTION 2.2 BOARD means the board of directors of Tappan Zee
Financial, Inc.
SECTION 2.3 CHANGE IN CONTROL OF THE COMPANY means any of the
following events:
(a) approval by the stockholders of Tappan Zee Financial,
Inc. of a transaction that would result in the reorganization, merger
or consolidation of Tappan Zee Financial, Inc. with one or more other
persons, other than a transaction following which:
(i) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) in substantially the same relative proportions
by persons who, immediately prior to such
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transaction, beneficially owned (within the meaning of Rule
13d-3 promulgated under the Exchange Act) at least 51% of the
outstanding equity ownership interests in Tappan Zee
Financial, Inc.; and
(ii) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of Tappan Zee
Financial, Inc.;
(b) the acquisition of all or substantially all of the assets
of Tappan Zee Financial, Inc. or beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of the outstanding securities of Tappan Zee Financial, Inc.
entitled to vote generally in the election of directors by any person
or by any persons acting in concert, or approval by the stockholders
of Tappan Zee Financial, Inc. of any transaction which would result in
such an acquisition;
(c) a complete liquidation or dissolution of Tappan Zee
Financial, Inc., or approval by the stockholders of Tappan Zee
Financial, Inc. of a plan for such liquidation or dissolution;
(d) the occurrence of any event if, immediately following
such event, at least 50% of the members of the Board of Directors of
Tappan Zee Financial, Inc. do not belong to any of the following
groups:
(i) individuals who were members of the Board of
Directors of Tappan Zee Financial, Inc. on the effective
date of this Plan; or
(ii) individuals who first became members of the
Board of Directors of Tappan Zee Financial, Inc. after the
effective date of this Plan either:
(A) upon election to serve as a member of
the Board of Directors of Tappan Zee Financial, Inc.
by affirmative vote of three-quarters of the members
of such Board, or of a nominating committee thereof,
in office at the time of such first election; or
(B) upon election by the stockholders of
Tappan Zee Financial, Inc. to serve as a member of
the Board of Directors of Tappan Zee Financial, Inc.,
but only if nominated for election by affirmative
vote of three-quarters of the members of the Board of
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Directors of Tappan Zee Financial, Inc., or of a
nominating committee thereof, in office at the time
of such first nomination;
PROVIDED, HOWEVER, that such individual's election or
nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf
of the Board of Directors of Tappan Zee Financial, Inc.; or
(e) any event which would be described in section 2.3(a), (b),
(c) or (d) if the term "Bank" were substituted for the term "Tappan Zee
Financial, Inc." therein.
In no event, however, shall a Change in Control be deemed to have occurred as a
result of any acquisition of securities or assets of Tappan Zee Financial, Inc.,
the Bank, or a subsidiary of either of them, by Tappan Zee Financial, Inc., the
Bank, or a subsidiary of either of them, or by any employee benefit plan
maintained by any of them. For purposes of this section 2.4, the term "person"
shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the
Exchange Act.
SECTION 2.4 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.5 COMMITTEE means the Committee described in section
3.1.
SECTION 2.6 COMPANY means Tappan Zee Financial, Inc., a
corporation organized and existing under the laws of the State of Delaware, and
any successor thereto, the Bank and any successor thereto and, with the prior
approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
institution.
SECTION 2.7 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.8 EFFECTIVE DATE means July 11, 1996.
SECTION 2.9 ELIGIBLE DIRECTOR means a member of the Board who
is not also an employee or an officer of the Company.
SECTION 2.10 EXCHANGE ACT means the Securities Exchange
Act of 1934, as amended.
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SECTION 2.11 EXERCISE PRICE means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with section 4.3.
SECTION 2.12 FAIR MARKET VALUE means, with respect to a Share
on a specified date:
(a) the final reported sales price on the date in question (or
if there is no reported sale on such date, on the last preceding date
on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
(b) if the Shares are not listed or admitted to trading on any
such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no such quotation is provided, on another
similar system, selected by the Committee, then in use; or
(c) if sections 2.12(a) and (b) are not applicable, the
fair market value of a Share as the Committee may determine.
SECTION 2.13 OPTION means a right to purchase Shares that is
granted pursuant to section 4.1.
SECTION 2.14 OPTION PERIOD means the period during which an
Option may be exercised, determined in accordance with section 4.4.
SECTION 2.15 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.16 PLAN means the 1996 Stock Option Plan for Outside
Directors of Tappan Zee Financial, Inc., as amended from time to time.
SECTION 2.17 QUALIFIED DOMESTIC RELATIONS ORDER means a
Domestic Relations Order that: (a) clearly specifies (i) the name and last known
mailing address of the Option holder and of each person given rights under such
Domestic Relations Order, (ii) the amount or percentages of the Option holder's
benefits under this Plan to be paid to each person covered by such Domestic
Relations Order, (iii) the number of payments or the period to which such
Domestic Relations Order applies, and (iv) the name of this Plan; and (b) does
not require the payment of a benefit in a form or amount that is (i) not
otherwise provided for under the Plan, or (ii) inconsistent with a previous
Qualified Domestic Relations Order. For the purposes of this Plan, a "Domestic
Relations Order" means a judgment, decree or order (including the approval of a
property settlement) that is made pursuant to a state domestic relations or
community property
<PAGE>
-5-
law and relates to the provision of child support, alimony payments, or marital
property rights to a spouse, child or other dependent of an Option holder.
SECTION 2.18 RETIREMENT means retirement at the normal or
early retirement date as set forth in any tax-qualified retirement plan of the
Bank.
SECTION 2.19 SHARE means a share of Common Stock, par value
$.01 per share of Tappan Zee Financial, Inc.
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE.
The Plan shall be administered by a Committee which shall be
the Compensation Committee of Tappan Zee Financial, Inc.
SECTION 3.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
SECTION 3.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed from time to time by the Board, the Committee
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for
participation in the Plan, the number of Shares subject to the Options
to be granted, and the terms and conditions thereof;
<PAGE>
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(b) to adopt rules and regulations and to prescribe forms
for the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE IV
OPTION GRANTS
SECTION 4.1 AVAILABLE SHARES.
Subject to section 5.3, the maximum aggregate number of Shares
with respect to which Options may be granted at any time shall be equal to the
excess of:
(a) 48,600 Shares; over
(b) the sum of:
(i) the number of Shares with respect to which
previously granted Options may then or may in the future be
exercised; plus
(ii) the number of Shares with respect to which
previously granted Options have been exercised.
For purposes of this section 4.1, an Option shall not be considered as having
been exercised to the extent that such Option terminates by reason other than
the purchase of the related Shares.
SECTION 4.2 OPTION GRANTS.
(a) On the Effective Date, each Person who is then an Eligible
Director shall be granted an Option to purchase Eight Thousand One Hundred
(8,100) Shares.
(b) Any Person who becomes an Eligible Director after the
Effective Date shall be granted, on the 15th day of the month following the
month in which such individual becomes an Eligible Director (or, if such date is
not a business day, the first business day thereafter), an Option to purchase
Five Hundred (500) Shares and, subject to sections 4.2(c) and 4.1, on January 1
of each succeeding calendar year during which the Plan is in effect (or, if such
date is not a business day, the first business day thereafter) and provided that
the Eligible Director is still an Eligible Director on that date, an additional
Option to purchase Five Hundred (500) Shares. All Options granted under this
section 4.2(b) after July 11, 1997 shall not be subject to section 4.4(b) but
shall instead be exercisable immediately upon grant.
(c) Any Option granted under this section 4.2 shall be
evidenced by a written agreement which shall specify the number of Shares
covered by the Option, the Exercise Price for
<PAGE>
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the Shares subject to the Option, the Option Period, all as determined pursuant
to this Article IV. The Option agreement shall also set forth specifically or
incorporate by reference the applicable provisions of the Plan.
(d) Notwithstanding sections 4.2(a) and (b), in the event
that, as of the first business day of any calendar month, the number of
available Shares determined under section 4.1 is less than the total number of
Shares with respect to which Options would be granted under section 4.2(b)
during such month, each Eligible Director scheduled to receive a grant of
Options during such month shall be granted an Option for the number of whole
Shares determined by multiplying (i) the number of Shares with respect to which
the Eligible Director would have been granted an Option on such date by (ii) a
fraction, the numerator of which is the number of Shares that are then available
under section 4.1 and the denominator of which is the total number of Shares
that would have to have been available under section 4.1 in order to grant all
of the Options that would otherwise have been granted under section 4.2(b)
during such month, and rounding to the nearest whole Share; PROVIDED, HOWEVER,
if rounding will require more Shares to be available than provided in section
4.1, then the amount determined pursuant to this section 4.2(c) will be
calculated by rounding down to the lesser whole number.
SECTION 4.3 EXERCISE PRICE.
The price per Share at which an Option granted to an Eligible
Director under section 4.2 may be exercised shall be the Fair Market Value of a
Share on the date on which the Option is granted.
SECTION 4.4 OPTION PERIOD.
(a) Subject to section 4.4(b), the Option Period during which
an Option granted to an Eligible Director under section 4.2 may be exercised
shall commence on the date the Option is granted and shall expire on the earlier
of:
(i) removal for cause in accordance with the Company's
bylaws; or
(ii) the last day of the ten-year period commencing on the
date on which the Option was granted.
(b) During the Option Period, the maximum number Shares
as to which an outstanding Option may be exercised shall be as
follows:
(i) prior to the first anniversary of the date on which
the Option is granted, the Option shall not be exercisable;
(ii) on and after the first anniversary, but prior to the
second anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of One Thousand Six Hundred and
Twenty (1,620) Shares;
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(iii) on and after the second anniversary, but prior to the
third anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of Three Thousand Two Hundred
and Forty (3,240) Shares, including in such number any optioned Shares
purchased prior to such second anniversary;
(iv) on and after the third anniversary, but prior to the
fourth anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of Four Thousand Eight Hundred
and Sixty (4,860) Shares, including in such number any optioned Shares
purchased prior to such third anniversary;
(v) on and after the fourth anniversary, but prior to the
fifth anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of Six Thousand Four Hundred
and Eighty (6,480) Shares, including in such number any optioned Shares
purchased prior to such fourth anniversary; and
(vi) on and after the fifth anniversary of the date on which
the Option is granted and for the remainder of the Option Period, the
Option may be exercised as to the entire number of optioned Shares not
theretofore purchased;
PROVIDED, HOWEVER, that such an Option shall become fully exercisable, and all
optioned Shares not previously purchased shall become available for purchase, on
the date of the Option holder's death, Disability, or Retirement or upon the
date of a Change in Control of the Company.
SECTION 4.5 METHOD OF EXERCISE.
(a) Subject to the limitations of the Plan and the Option
agreement, an Option holder may, at any time during the Option Period, exercise
his right to purchase all or any part of the Shares to which the Option relates;
PROVIDED, HOWEVER, that the minimum number of Shares which may be purchased at
any time shall be 100, or, if less, the total number of Shares relating to the
Option which remain unpurchased. An Option holder shall exercise an Option to
purchase Shares by:
(i) giving written notice to the Committee, in such form
and manner as the Committee may prescribe, of his intent to exercise
the Option;
(ii) delivering to the Committee full payment, consistent
with section 4.5(b), for the Shares as to which the Option is to be
exercised; and
(iii) satisfying such other conditions as may be prescribed
in the Option agreement.
(b) The Exercise Price of Shares to be purchased upon exercise
of any Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company
<PAGE>
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may accept) or, with the approval of the Committee, by one or more of the
following: (i) in the form of Shares already owned beneficially for a period of
more than six months by the Option holder having an aggregate Fair Market Value
on the date the Option is exercised equal to the aggregate Exercise Price to be
paid; (ii) after a period of six months from the date of grant of any such
Option, by requesting the Company to cancel without payment Options outstanding
to such Person for that number of Shares whose aggregate Fair Market Value on
the date of exercise, when reduced by their aggregate Exercise Price, equals the
aggregate Exercise Price of the Options being exercised; or (iii) by a
combination thereof; PROVIDED, HOWEVER, that an election under section
4.5(b)(ii) or (iii) shall be subject to the conditions and limitations of Rule
16b-3(e) promulgated under the Exchange Act.. Payment for any Shares to be
purchased upon exercise of an Option may also be made by delivering a properly
executed exercise notice to the Company, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds to pay the purchase price. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms.
(c) When the requirements of section 4.5(a) and (b) have been
satisfied, the Committee shall take such action as is necessary to cause the
issuance of a stock certificate evidencing the Option holder's ownership of such
Shares. The Person exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to the Shares, prior
to the date as of which such Shares are transferred to such Person on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected except as may be required under section 5.3.
SECTION 4.6 LIMITATIONS ON OPTIONS.
(a) An Option by its terms shall not be transferable by the
Option holder other than by will or by the laws of descent and distribution, or
pursuant to the terms of a Qualified Domestic Relations Order, and shall be
exercisable, during the lifetime of the Option holder, only by the Option holder
or an alternate payee designated pursuant to such a Qualified Domestic Relations
Order.
(b) The Company's obligation to deliver Shares with respect to
an Option shall, if the Company so requests, be conditioned upon the receipt of
a representation as to the investment intention of the Person to whom such
Shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of applica ble federal,
state or local law. It may be provided that any such representation shall become
inoperative upon a registration of the Shares or upon the occurrence of any
other event eliminating the necessity of such representation. The Company shall
not be required to deliver any Shares under the Plan prior to (i) the admission
of such Shares to listing on any stock exchange on which Shares may then be
listed, or (ii) the completion of such registration or other qualification under
any state or federal law, rule or regulation as the Company shall determine to
be necessary or advisable.
<PAGE>
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ARTICLE V
AMENDMENT AND TERMINATION
SECTION 5.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective Date by giving
written notice of such suspension or ter mination to the Committee. Unless
sooner terminated, the Plan shall terminate automatically on the day preceding
the tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding under the terms of the Option agreements evidencing such
Options.
SECTION 5.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; PROVIDED, HOWEVER, that if the amendment or revision:
(a) materially increases the benefits accruing under the
Plan;
(b) materially increases the number of Shares which may
be issued under the Plan; or
(c) materially modifies the requirements as to
eligibility for Options under the Plan;
such amendment or revision shall be subject to approval by the shareholders of
the Company; AND PROVIDED, FURTHER, that (i) sections 4.1, 4.2, 4.3 and 4.4
shall not be amended more frequently than once in any period of six (6) months
and (ii) no amendment required to comply with or conform to any condition
imposed under section 162(m) of the Code on federal income tax deductions
allowable to the Company in respect of the Plan shall require such approval or
be subject to such limitations.
SECTION 5.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity, and in the
event of any stock split, stock dividend or other event generally affecting the
number of Shares held by each Person who is then a holder of record of Shares,
the number of Shares covered by each outstanding Option and the number of Shares
available pursuant to section 4.1 shall be adjusted to account for such event.
Such adjust ment shall be effected by multiplying such number of Shares by an
amount equal to the number of Shares that would be owned after such event by a
Person who, immediately prior to such event, was the holder of record of one
Share, and the Exercise Price of the Options shall be adjusted by
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dividing the Exercise Price by such number of Shares; PROVIDED, HOWEVER, that
the Committee may, in its discretion, establish another appropriate method of
adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving entity, any
exercisable Options granted under the Plan which remain outstanding may be
cancelled as of the effective date of such merger, consolidation, business
reorganization, liquidation or sale by the Board upon 30 days' written notice to
the Option holder; PROVIDED, HOWEVER, that on or as soon as practicable
following the date of cancellation, each Option holder shall receive a monetary
payment in such amount, or other property of such kind and value, as the Board
determines in good faith to be equivalent in value to the Options that have been
cancelled; AND PROVIDED, FURTHER, that prior to July 11, 1997, the payments
provided for under this section 5.3(b) shall only apply to outstanding Options
that have vested as of the effective date of such merger, consolidation or other
business reorganization of the Company.
(c) In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares) which
results in a nontaxable return of capital to the holders of Shares for federal
income tax purposes or otherwise than by dividend makes distribution of property
to the holders of its Shares, the Company shall, in the discretion of the
Committee, either:
(i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend. Such
payment shall be made at substantially the same time, in substantially
the same form and in substantially the same amount per optioned Share
as the dividend or other distribution paid with respect to outstanding
Shares; PROVIDED, HOWEVER, that if any dividend or distribution on
outstanding Shares is paid in property other than cash, the Company, in
the Committee's discretion, may make such payment in a cash amount per
optioned Share equal in fair market value to the fair market value of
the non-cash dividend or distribution; or
(ii) adjust the Exercise Price of each outstanding Option
in such manner as the Committee may determine to be appropriate to
equitably reflect the payment of the dividend; or
(iii) take the action described in section 5.3(c)(i) with
respect to certain outstanding Options and the action described in
section 5.3(ii) with respect to the remaining outstanding Options;
PROVIDED, HOWEVER, that no such action shall be taken without the approval of
the Office of Thrift Supervision until the stockholders of the Company have
voted to approve the provisions of this section 5.3(c) in a vote taken after
October 5, 1996.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program for self-employed individuals that
is exempt from the regulatory requirements of the Employee Retirement Income
Security Act of 1974, as amended. The Plan shall be construed and administered
so as to effectuate this intent.
SECTION 6.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Director any right to a
continuation of his position as a director of the Company. The Company reserves
the right to remove any Eligible Director or otherwise deal with any Eligible
Director to the same extent as though the Plan had not been adopted.
SECTION 6.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 6.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the laws of the State of New York without giving effect to the
conflict of laws principles thereof, except to the extent that such laws are
preempted by federal law.
SECTION 6.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
SECTION 6.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts,
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contracts, liabilities, engagements or torts, except to the extent provided in a
Qualified Domestic Relations Order.
SECTION 6.7 TAXES.
The Company shall have the right to deduct from all amounts
paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is
entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require such Person to pay the Company the amount of any
tax which the Company is required to withhold with respect to such Shares, or,
in lieu thereof, to retain, or to sell without notice, a sufficient number of
Shares to cover the amount required to be withheld.
SECTION 6.8 APPROVAL OF SHAREHOLDERS.
The Plan and all Options granted hereunder shall be
conditioned on the approval of the Plan by the holders of a majority of the
Shares of Tappan Zee Financial, Inc. entitled to vote at an annual or special
meeting of the holders of Shares held no earlier than April 5, 1996. No Option
under the Plan shall be granted, nor shall any such Option be exercised or any
Shares issued or purchased, prior to such approval.
SECTION 6.9 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or at such other
address as one such party may by written notice specify to the other party:
(a) If to the Compensation Committee:
Tappan Zee Financial, Inc.
75 North Broadway
P.O. Box 187
Tarrytown, New York 10591
Attention: CORPORATE SECRETARY
(b) If to an Option holder, to the Option holder's
address as shown in the Company's records.
EXHIBIT 4.3
RECOGNITION AND RETENTION PLAN FOR
OFFICERS
OF
TAPPAN ZEE FINANCIAL, INC.
------------------------------
ADOPTED ON MARCH 25, 1996
EFFECTIVE AS OF JULY 11, 1996
INCORPORATING AMENDMENT NOS. 1 AND 2
<PAGE>
TABLE OF CONTENTS
Page
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ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN............................... 1
ARTICLE II
DEFINITIONS
SECTION 2.1 AWARD..................................................... 1
SECTION 2.2 AWARD DATE................................................ 1
SECTION 2.3 BANK...................................................... 1
SECTION 2.4 BENEFICIARY............................................... 1
SECTION 2.5 BOARD..................................................... 1
SECTION 2.6 CHANGE OF CONTROL......................................... 2
SECTION 2.7 CODE...................................................... 3
SECTION 2.8 COMMITTEE................................................. 3
SECTION 2.9 COMPANY................................................... 3
SECTION 2.10 DISABILITY................................................ 3
SECTION 2.11 DISINTERESTED BOARD MEMBER................................ 3
SECTION 2.12 EFFECTIVE DATE............................................ 4
SECTION 2.13 ELIGIBLE EMPLOYEE......................................... 4
SECTION 2.14 EXCHANGE ACT.............................................. 4
SECTION 2.15 PERSON.................................................... 4
SECTION 2.16 PLAN...................................................... 4
SECTION 2.17 QUALIFIED DOMESTIC RELATIONS ORDER........................ 4
SECTION 2.18 RETIREMENT................................................ 4
SECTION 2.19 SHARE..................................................... 4
SECTION 2.20 TERMINATION FOR CAUSE..................................... 4
SECTION 2.21 TRUST..................................................... 5
SECTION 2.22 TRUST AGREEMENT........................................... 5
SECTION 2.23 TRUST FUND................................................ 5
SECTION 2.24 TRUSTEE................................................... 5
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE................................................. 5
SECTION 3.2 COMMITTEE ACTION.......................................... 5
SECTION 3.3 COMMITTEE RESPONSIBILITIES................................ 6
(i)
<PAGE>
Page
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ARTICLE IV
THE TRUST FUND
SECTION 4.1 CONTRIBUTIONS............................................. 6
SECTION 4.2 THE TRUST FUND............................................ 6
SECTION 4.3 INVESTMENTS............................................... 7
ARTICLE V
AWARDS
SECTION 5.1 IN GENERAL................................................ 7
SECTION 5.2 SIZE OF AWARD............................................. 7
SECTION 5.3 SHARE ALLOCATIONS......................................... 8
SECTION 5.4 DIVIDEND RIGHTS........................................... 8
SECTION 5.5 VOTING RIGHTS............................................. 8
SECTION 5.6 TENDER OFFERS............................................. 9
SECTION 5.7 LIMITATIONS ON AWARDS..................................... 9
ARTICLE VI
VESTING AND DISTRIBUTION OF SHARES
SECTION 6.1 VESTING OF SHARES......................................... 10
SECTION 6.2 DESIGNATION OF BENEFICIARY................................ 11
SECTION 6.3 MANNER OF DISTRIBUTION.................................... 11
SECTION 6.4 TAXES..................................................... 11
ARTICLE VII
AMENDMENT AND TERMINATION
SECTION 7.1 TERMINATION............................................... 12
SECTION 7.2 AMENDMENT................................................. 12
SECTION 7.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION..... 12
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 STATUS AS AN EMPLOYEE BENEFIT PLAN........................ 13
SECTION 8.2 NO RIGHT TO CONTINUED EMPLOYMENT.......................... 13
SECTION 8.3 CONSTRUCTION OF LANGUAGE.................................. 13
SECTION 8.4 GOVERNING LAW............................................. 14
SECTION 8.5 HEADINGS.................................................. 14
SECTION 8.6 NON-ALIENATION OF BENEFITS................................ 14
SECTION 8.7 NOTICES................................................... 14
SECTION 8.8 APPROVAL OF SHAREHOLDERS.................................. 15
(ii)
<PAGE>
RECOGNITION AND RETENTION PLAN FOR OFFICERS
OF
TAPPAN ZEE FINANCIAL, INC.
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Tappan Zee Financial, Inc. and to provide certain key officers
and employees of Tappan Zee Financial, Inc. with an incentive to achieve
corporate objectives, to attract and retain key officers and employees of
outstanding competence and to provide such officers and employees with an equity
interest in Tappan Zee Financial, Inc.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 AWARD means a grant of Shares to an Eligible
Employee pursuant to section 5.1.
SECTION 2.2 AWARD DATE means, with respect to a particular
Award, the date specified by the Committee in the notice of the Award issued to
the Eligible Employee by the Committee, pursuant to section 5.1.
SECTION 2.3 BANK means Tarrytowns Bank, FSB, a federally
chartered stock savings bank, and any successor thereto.
SECTION 2.4 BENEFICIARY means the Person designated by an
Eligible Employee pursuant to section 6.2, to receive distribution of any Shares
available for distribution to such Eli gible Employee, in the event such
Eligible Employee dies prior to receiving distribution of such Shares.
SECTION 2.5 BOARD means the Board of Directors of Tappan Zee
Financial, Inc.
<PAGE>
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SECTION 2.6 CHANGE OF CONTROL means any of the following
events:
(a) approval by the stockholders of Tappan Zee Financial,
Inc. of a transaction that would result in the reorganization, merger
or consolidation of Tappan Zee Financial, Inc. with one or more other
persons, other than a transaction following which:
(i) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) in substantially the same relative proportions
by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 51% of the
outstanding equity ownership interests in Tappan Zee
Financial, Inc.; and
(ii) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of Tappan Zee
Financial, Inc.;
(b) the acquisition of all or substantially all of the
assets of Tappan Zee Financial, Inc. or beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of the outstanding securities of Tappan Zee Financial, Inc.
entitled to vote generally in the election of directors by any person
or by any persons acting in concert, or approval by the stockholders
of Tappan Zee Financial, Inc. of any transaction which would result in
such an acquisition;
(c) a complete liquidation or dissolution of Tappan Zee
Financial, Inc., or approval by the stockholders of Tappan Zee
Financial, Inc. of a plan for such liquidation or dissolution;
(d) the occurrence of any event if, immediately following
such event, at least 50% of the members of the Board of Directors of
Tappan Zee Financial, Inc. do not belong to any of the following
groups:
(i) individuals who were members of the Board of
Directors of Tappan Zee Financial, Inc. on the Effective
Date of this Plan; or
(ii) individuals who first became members of the
Board of Directors of Tappan Zee Financial, Inc. after the
Effective Date of this Plan either:
(A) upon election to serve as a member of
the Board of Directors of Tappan Zee Financial, Inc.
by affirmative vote of three-quarters of the members
of such Board, or of a nominating committee thereof,
in office at the time of such first election; or
<PAGE>
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(B) upon election by the stockholders of
Tappan Zee Financial, Inc. to serve as a member of
the Board of Tappan Zee Financial, Inc., but only if
nominated for election by affirmative vote of
three-quarters of the members of the Board of
Directors of Tappan Zee Financial, Inc., or of a
nominating committee thereof, in office at the time
of such first nomination;
PROVIDED, HOWEVER, that such individual's election or
nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf
of the Board of Tappan Zee Financial, Inc.; or
(e) any event which would be described in section 2.6(a), (b),
(c) or (d) if the term "Bank" were substituted for the term "Tappan Zee
Financial, Inc." therein.
In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of Tappan Zee Financial, Inc.,
the Bank, or a subsidiary of either of them, by Tappan Zee Financial, Inc., the
Bank, or a subsidiary of either of them, or by any employee benefit plan
maintained by any of them. For purposes of this section 2.6, the term "person"
shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the
Exchange Act.
SECTION 2.7 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.8 COMMITTEE means the Committee described in section
3.1.
SECTION 2.9 COMPANY means Tappan Zee Financial, Inc., a
corporation organized and existing under the laws of the State of Delaware, and
any successor thereto, the Bank and any successor thereto and, with the prior
approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
institution.
SECTION 2.10 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.11 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of the Company, (b) is not a former
employee of the Company who receives compensation for prior services (other than
benefits under a tax-qualified retirement plan) during the taxable year, (c) has
not been an officer of the Company, (d) does not receive remuneration from the
Company, either directly or indirectly, in any capacity other than as a director
and (d) is not currently and for a period of at least one year has not been
eligible for discretionary awards under any stock compensation plan of the
Company. The term Disinterested
<PAGE>
-4-
Board Member shall be interpreted in such manner as shall be necessary to
conform to the requirements of section 162(m) of the Code and Rule 16b-3
promulgated under the Exchange Act.
SECTION 2.12 EFFECTIVE DATE means July 11, 1996.
SECTION 2.13 ELIGIBLE EMPLOYEE means any employee whom the
Committee may determine to be a key officer or employee of the Company and
select to receive an Award pursuant to the Plan.
SECTION 2.14 EXCHANGE ACT means the Security and Exchange
Commission Exchange Act of 1934.
SECTION 2.15 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.16 PLAN means the Recognition and Retention Plan for
Officers of Tappan Zee Financial, Inc, as amended from time to time.
SECTION 2.17 QUALIFIED DOMESTIC RELATIONS ORDER means a
Domestic Relations Order that: (a) clearly specifies (i) the name and last known
mailing address of the Award holder and of each person given rights under such
Domestic Relations Order, (ii) the amount or percentages of the Award holder's
benefits under this Plan to be paid to each person covered by such Domestic
Relations Order, (iii) the number of payments or the period to which such
Domestic Relations Order applies, and (iv) the name of this Plan; and (b) does
not require the payment of a benefit in a form or amount that is (i) not
otherwise provided for under the Plan, or (ii) inconsistent with a previous
Qualified Domestic Relations Order. For the purposes of this Plan, a "Domestic
Relations Order" means a judgment, decree or order (including the approval of a
property settlement) that is made pursuant to a state domestic relations or
community property law and relates to the provision of child support, alimony
payments, or marital property rights to a spouse, child or other dependent of an
Award holder.
SECTION 2.18 RETIREMENT means retirement at the normal or
early retirement date as set forth in any tax-qualified retirement plan of the
Bank.
SECTION 2.19 SHARE means a share of common stock of Tappan Zee
Financial, Inc., par value $.01 per share.
SECTION 2.20 TERMINATION FOR CAUSE means termination of
employment with the Company upon the occurrence of any of the following: (A) the
employee intentionally engages in dishonest conduct in connection with his
performance of services for the Company resulting in his conviction of a felony;
(B) the employee is convicted of, or pleads guilty or NOLO CONTENDERE to, a
felony or any crime involving moral turpitude; (C) the employee willfully fails
or refuses to perform his duties under any employment or retention agreement and
fails to cure such breach within sixty (60) days following written notice
thereof from the Company; (D) the employee
<PAGE>
-5-
breaches his fiduciary duties to the Company for personal profit; or (E) the
employee's willful breach or violation of any law, rule or regulation (other
than traffic violations or similar offenses), or final cease and desist order in
connection with his performance of services for the Company.
SECTION 2.21 TRUST means the legal relationship created
by the Trust Agreement pursuant to which the Trustee holds the Trust Fund in
trust. The Trust may be referred to as the "Restricted Stock Plan Trust of
Tappan Zee Financial, Inc."
SECTION 2.22 TRUST AGREEMENT means the agreement between
Tappan Zee Financial, Inc. and the Trustee therein named or its successor
pursuant to which the Trust Fund shall be held in trust.
SECTION 2.23 TRUST FUND means the corpus (consisting of
contributions paid over to the Trustee, and investments thereof), and all
earnings, appreciations or additions thereof and thereto, held by the Trustee
under the Trust Agreement in accordance with the Plan, less any depreciation
thereof and any payments made therefrom pursuant to the Plan.
SECTION 2.24 TRUSTEE means the Trustee of the Trust Fund from
time to time in office. The Trustee shall serve as Trustee until it is removed
or resigns from office and is replaced by a successor Trustee or Trustees
appointed by Tappan Zee Financial, Inc.
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE.
The Plan shall be administered by a Committee consisting of
the members of the Compensation Committee of Tappan Zee Financial, Inc. who are
Disinterested Board Members. If fewer than three members of the Compensation
Committee are Disinterested Board Members, then the Board shall appoint to the
Committee such additional Disinterested Board Members as shall be necessary to
provide for a Committee consisting of at least three Disinterested Board
Members.
SECTION 3.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be
<PAGE>
-6-
binding upon the Company and all other interested parties. Any Person dealing
with the Committee shall be fully protected in relying upon any written notice,
instruction, direction or other communication signed by the secretary of the
Committee and one member of the Committee, by two members of the Committee or by
a representative of the Committee authorized to sign the same in its behalf.
SECTION 3.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed by the Board, the Committee shall be responsible
for the overall management and administration of the Plan and shall have such
authority as shall be necessary or appropriate in order to carry out its
responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for Awards
under the Plan, the amount of Shares, if any, to be granted pursuant to
an Award, and the terms and conditions of such Award;
(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE IV
THE TRUST FUND
SECTION 4.1 CONTRIBUTIONS.
Tappan Zee Financial, Inc. shall contribute, or cause to be
contributed, to the Trust, from time to time, such amounts of money or
property as shall be determined by the Board, in its discretion. No
contributions by Eligible Employees shall be permitted.
SECTION 4.2 THE TRUST FUND.
The Trust Fund shall be held and invested under the Trust
Agreement with the Trustee. The provisions of the Trust Agreement shall include
provisions conferring powers on the Trustee as to investment, control and
disbursement of the Trust Fund, and such other provi sions not inconsistent with
the Plan as may be prescribed by or under the authority of the Board. No bond or
security shall be required of any Trustee at any time in office.
<PAGE>
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SECTION 4.3 INVESTMENTS.
The Trustee shall invest the Trust Fund in Shares and in such
other investments as may be permitted under the Trust Agreement, including
savings accounts, time or other interest bearing deposits in or other interest
bearing obligations of the Company, in such proportions as shall be determined
by the Committee; PROVIDED, HOWEVER, that in no event shall the Trust Fund be
used to purchase more than Forty-Five Thousand Three Hundred and Sixty (45,360)
Shares. Notwithstanding the immediately preceding sentence, the Trustee may
temporarily invest the Trust Fund in short-term obligations of, or guaranteed
by, the U.S. Government or an agency thereof, or the Trustee may retain the
Trust Fund uninvested or may sell assets of the Trust Fund to provide amounts
required for purposes of the Plan.
ARTICLE V
AWARDS
SECTION 5.1 IN GENERAL.
Subject to the limitations of section 5.7, the Committee may,
in its discretion, make an Award of Shares held in the Trust Fund to an Eligible
Employee. Any such Award shall be evidenced by a written notice issued by the
Committee to the Eligible Employee, which notice shall:
(a) specify the number of Shares covered by the Award;
(b) specify the Award Date;
(c) specify the dates on which such Shares shall become
available for dis tribution to the Eligible Employee, in accordance
with section 6.1; and
(d) contain such other terms and conditions not
inconsistent with the Plan as the Board may, in its discretion,
prescribe.
SECTION 5.2 SIZE OF AWARD.
Subject to section 5.7 and such limitations as the Board may
from time to time impose, the number of Shares as to which an Eligible Employee
may be granted an Award shall be determined by the Committee in its discretion;
PROVIDED HOWEVER, that in no event shall the number of Shares allocated to an
Eligible Employee in an Award exceed the number of Shares then held in the Trust
and not allocated in connection with other Awards.
<PAGE>
-8-
SECTION 5.3 SHARE ALLOCATIONS.
Upon the grant of an Award to an Eligible Employee, the
Committee shall notify the Trustee of the Award and of the number of Shares
subject to the Award. Thereafter, until such time as the Shares subject to such
Award become vested or are forfeited, the books and records of the Trustee shall
reflect that such number of Shares are being held for the benefit of the Award
recipient.
SECTION 5.4 DIVIDEND RIGHTS.
(a) Any cash dividends or distributions declared and paid with
respect to Shares in the Trust Fund that are, as of the record date for
such dividend, allocated to an Eligible Employee in connection with an
Award shall be held in the Trust Fund and distributed to such Eligible
Employee (with any earnings attributable thereto) at the same time as
the related Shares; PROVIDED, HOWEVER, effective as of July 11, 1997,
any such dividends or distributions declared and paid shall be promptly
distributed to such Eligible Employee. Any cash dividends declared and
paid with respect to Shares that are not, as of the record date for
such dividend, allocated in connection with any Award shall, at the
direction of the Committee, be held in the Trust or used to pay the
administrative expenses of the Plan, including any compensation due to
the Trustee.
(b) Any dividends or distributions declared and paid with
respect to Shares in property other than cash shall be held in the
Trust Fund. If, as of the record date for such dividend or
distribution, the Shares with respect to which it is paid are allocated
to an Eligible Employee in connection with an Award, the property so
distributed shall be similarly allocated such Eligible Employee in
connection with such Award and shall be held for distribution or
forfeiture in accordance with the terms and conditions of the Award.
SECTION 5.5 VOTING RIGHTS.
(a) Each Eligible Employee to whom an Award has been made that
is not fully vested shall have the right to direct the manner in which
all voting rights appurtenant to the Shares related to such Award will
be exercised while such Shares are held in the Trust Fund. Such a
direction shall be given by completing and filing, with the inspector
of elections, the Trustee or such other person who shall be independent
of the Company as the Committee shall designate in the direction, a
written direction in the form and manner prescribed by the Committee.
If no such direction is given by an Eligible Employee, then the voting
rights appurtenant to the Shares allocated to him shall not be
exercised.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all voting rights
appurtenant to such Shares shall be exercised by the Trustee in such
manner as the Committee shall direct to reflect the voting directions
<PAGE>
-9-
given by Eligible Employees with respect to Shares allocated in
connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Employee, all annual reports, proxy materials and other
information furnished by Tappan Zee Financial, Inc., or by any proxy
solicitor, to the holders of Shares.
SECTION 5.6 TENDER OFFERS.
(a) Each Eligible Employee to whom an Award has been made that
is not fully vested shall have the right to direct, with respect to the
Shares related to such Award, the manner of response to any tender
offer, exchange offer or other offer made to the holders of Shares.
Such a direction shall be given by completing and filing, with the
inspector of elections, the Trustee or such other person who shall be
independent of the Company as the Committee shall designate in the
direction, a written direction in the form and manner prescribed by the
Committee. If no such direction is given by an Eligible Employee, then
the Shares shall not be tendered or exchanged.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all responses to tender,
exchange and other offers appurtenant to such Shares shall be given by
the Trustee in such manner as the Committee shall direct to reflect the
responses given by Eligible Employees with respect to Shares allocated
in connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Employee, all information furnished by the offeror to the
holders of Shares.
SECTION 5.7 LIMITATIONS ON AWARDS.
(a) Notwithstanding anything in the Plan to the contrary:
(i) No Award shall be granted under the Plan prior to
the date on which the Plan is approved by the holders of a
majority of the Shares of outstanding on such date and
eligible to vote upon the proposal to approve the Plan;
(ii) No individual may be granted Awards under
the Plan covering in excess of Sixteen Thousand Two Hundred
(16,200) Shares;
(iii) Each Award granted under the Plan shall become
vested and distributable as follows:
(A) prior to the first anniversary of
the date on which the Award is granted, the Award shall not
be exercisable;
<PAGE>
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(B) on the first anniversary of the date on
which the Award is granted, the Award will be vested
as to twenty percent (20%) of the Shares subject to
the Award when granted;
(C) on the second anniversary of the date on
which the Award is granted, the Award will be vested
as to an additional twenty percent (20%) of the
Shares subject to the Award when granted;
(D) on the third anniversary of the date on
which the Award is granted, the Award will be vested
as to an additional twenty percent (20%) of the
Shares subject to the Award when granted;
(E) on the fourth anniversary of the date on
which the Award is granted, the Award will be vested
as to an additional twenty percent (20%) of the
Shares subject to the Award when granted; and
(F) on the fifth anniversary of the date on
which the Award is granted, the Award will be vested
as to an additional twenty percent (20%) of the
Shares subject to the Award when granted;
PROVIDED, HOWEVER, that such an Award shall become fully vested on the
date of the Award holder's death, Disability, or Retirement or upon the
date of a Change of Control of the Company; AND PROVIDED, FURTHER, that
the Committee, in its discretion, may establish a different vesting
schedule in a particular case or as a matter of policy.
(b) An Award by its terms shall not be transferable by the
Eligible Employee other than by will or by the laws of descent and
distribution, and the Shares granted pursuant to such Award shall be
distributable, during the lifetime of the Recipient, only to the
Recipient, except to the extent provided otherwise pursuant to the
terms of a Qualified Domestic Relations Order.
ARTICLE VI
VESTING AND DISTRIBUTION OF SHARES
SECTION 6.1 VESTING OF SHARES.
Subject to the terms and conditions of the Plan, each Award
made under the Plan shall become vested at the times and upon the conditions
specified by the Committee in the Award notice; PROVIDED, HOWEVER, that an Award
shall become fully vested on the date of the Award holder's death, Disability or
Retirement or upon the date of a Change of Control of the Company;
<PAGE>
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AND PROVIDED, FURTHER, that the Committee, in its discretion, may establish a
different vesting schedule in a particular case or as a matter of policy.
SECTION 6.2 DESIGNATION OF BENEFICIARY.
An Eligible Employee who has received an Award may designate a
Beneficiary to receive any undistributed Shares that are, or become, available
for distribution on, or after, the date of his death. Such designation (and any
change or revocation of such designation) shall be made in writing in the form
and manner prescribed by the Committee. In the event that the Beneficiary
designated by an Eligible Employee dies prior to the Eligible Employee, or in
the event that no Beneficiary has been designated, any undistributed Shares that
are, or become, available for distribution on, or after, the Eligible Employee's
death shall be paid to the executor or administrator of the Eligible Employee's
estate, or if no such executor or administrator is appointed within such time as
the Committee, in its sole discretion, shall deem reasonable, to such one or
more of the spouse and descendants and blood relatives of such deceased person
as the Committee may select.
SECTION 6.3 MANNER OF DISTRIBUTION.
(a) As soon as practicable following the date any Shares
granted pursuant to an Award become vested pursuant to section 6.1, the
Committee shall take such actions as are necessary to cause the
transfer of record ownership of the Shares that have become vested from
the Trustee to the Award holder and shall cause the Trustee to
distribute to the Award holder all property other than Shares then
being held in connection with the Shares being distributed.
(b) The Company's obligation to deliver Shares with respect to
an Award shall, if the Committee so requests, be conditioned upon the
receipt of a representation as to the investment intention of the
Eligible Employee or Beneficiary to whom such Shares are to be
delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the
Shares or upon the occurrence of any other event eliminating the
necessity of such representation. The Company shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such
Shares to listing on any stock exchange on which Shares may then be
listed, or (ii) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.
SECTION 6.4 TAXES.
The Company, the Committee or the Trustee shall have the right
to require any person entitled to receive Shares pursuant to an Award to pay the
amount of any tax which is required to be withheld with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of Shares to cover the amount required to be withheld.
<PAGE>
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ARTICLE VII
AMENDMENT AND TERMINATION
SECTION 7.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time by giving written notice of such suspension or termination to
the Committee; PROVIDED, HOWEVER, that the Plan may not be terminated while
there are outstanding Awards that may thereafter become vested. Upon the
termination of the Plan, the Trustee shall make distributions from the Trust
Fund in such amounts and to such persons as the Committee may direct and shall
return the remaining assets of the Trust Fund, if any, to Tappan Zee Financial,
Inc.
SECTION 7.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; PROVIDED, HOWEVER, that if the amendment or revision:
(a) materially increases the benefits or Awards which may
be granted under the Plan;
(b) materially increases the number of Shares which may
be issued under the Plan; or
(c) materially modifies the requirements as to
eligibility to receive Awards under the Plan;
such amendment or revision shall be subject to approval by the
shareholders of the Company.
SECTION 7.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change of
Control) in which Tappan Zee Financial, Inc. is the surviving entity,
and in the event of any stock split, stock dividend or other event
generally affecting the number of Shares held by each person who is
then a holder of record of Shares, the number of Shares held in the
Trust Fund, including Shares covered by Awards, shall be adjusted to
account for such event. Such adjustment shall be effected by
multiplying such number of Shares by an amount equal to the number of
Shares that would be owned after such event by a person who,
immediately prior to such event, was the holder of record of one Share;
PROVIDED, HOWEVER, that the Committee may, in its discretion, establish
another appropriate method of adjustment.
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(b) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change of
Control) in which Tappan Zee Financial, Inc. is not the surviving
entity, the Trustee shall hold in the Trust Fund any money, stock,
securities or other property received by holders of record of Shares in
connection with such merger, consolidation, or other business
reorganization. Any Award with respect to which Shares had been
allocated to an Eligible Employee shall be adjusted by allocating to
the Eligible Employee receiving such Award the amount of money, stock,
securities or other property received by the Trustee for the Shares
allocated to such Eligible Employee.
(c) Nothing in this section 7.3 shall be deemed to change the
otherwise applicable vesting schedule for any Eligible Employee.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.
SECTION 8.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Employee any right to a
continuation of employment by the Company. The Company reserves the right to
dismiss any Eligible Employee or otherwise deal with any Eligible Employee to
the same extent as though the Plan had not been adopted.
SECTION 8.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
<PAGE>
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SECTION 8.4 GOVERNING LAW.
The Plan shall be construed and enforced in accordance with
the laws of the State of New York without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by the
federal laws of the United States of America.
SECTION 8.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
SECTION 8.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts, except to the extent provided in a Qualified Domestic Relations Order.
SECTION 8.7 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is personally delivered or 5 days after mailing if mailed,
postage prepaid, by registered or certified mail, return receipt requested,
addressed to such party at the address listed below, or at such other address as
one such party may by written notice specify to the other:
(a) If to the Stock Compensation Committee:
Tappan Zee Financial, Inc.
75 North Broadway
P.O. Box 187
Tarrytown, New York 10591
Attention: CORPORATE SECRETARY
(b) If to an Eligible Employee, to the Eligible
Employee's address as shown in the Company's
personnel records.
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SECTION 8.8 APPROVAL OF SHAREHOLDERS.
The Plan and all Awards granted hereunder shall be conditioned
on the approval of the Plan by the holders of a majority of the Shares of Tappan
Zee Financial, Inc. entitled to vote at an annual or special meeting of the
holders of Shares held no earlier than April 5, 1996. No Award under the Plan
shall be granted, nor shall any Shares be purchased or distributed, prior to
such approval.
EXHIBIT 4.4
RECOGNITION AND RETENTION PLAN FOR
OUTSIDE DIRECTORS
OF
TAPPAN ZEE FINANCIAL, INC.
------------------------------
ADOPTED ON MARCH 25, 1996
EFFECTIVE AS OF JULY 11, 1996
INCORPORATING AMENDMENT NOS. 1 AND 2
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN............................... 1
ARTICLE II
DEFINITIONS
SECTION 2.1 AWARD..................................................... 1
SECTION 2.2 AWARD DATE................................................ 1
SECTION 2.3 BANK...................................................... 1
SECTION 2.4 BENEFICIARY............................................... 1
SECTION 2.5 BOARD..................................................... 1
SECTION 2.6 CHANGE OF CONTROL......................................... 2
SECTION 2.7 CODE...................................................... 3
SECTION 2.8 COMMITTEE................................................. 3
SECTION 2.9 COMPANY................................................... 3
SECTION 2.10 DISABILITY................................................ 3
SECTION 2.11 EFFECTIVE DATE............................................ 4
SECTION 2.12 ELIGIBLE DIRECTOR......................................... 4
SECTION 2.13 ELIGIBLE DIRECTOR EMERITUS................................ 4
SECTION 2.14 EXCHANGE ACT.............................................. 4
SECTION 2.15 PERSON.................................................... 4
SECTION 2.16 PLAN...................................................... 4
SECTION 2.17 QUALIFIED DOMESTIC RELATIONS ORDER........................ 4
SECTION 2.18 RETIREMENT................................................ 4
SECTION 2.19 SHARE..................................................... 4
SECTION 2.20 TRUST..................................................... 4
SECTION 2.21 TRUST AGREEMENT........................................... 4
SECTION 2.22 TRUST FUND................................................ 5
SECTION 2.23 TRUSTEE................................................... 5
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE................................................. 5
SECTION 3.2 COMMITTEE ACTION.......................................... 5
SECTION 3.3 COMMITTEE RESPONSIBILITIES................................ 5
(i)
<PAGE>
Page
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ARTICLE IV
THE TRUST FUND
SECTION 4.1 CONTRIBUTIONS............................................. 6
SECTION 4.2 THE TRUST FUND............................................ 6
SECTION 4.3 INVESTMENTS............................................... 6
ARTICLE V
AWARDS
SECTION 5.1 IN GENERAL................................................ 7
SECTION 5.2 SHARE ALLOCATIONS......................................... 8
SECTION 5.3 DIVIDEND RIGHTS........................................... 8
SECTION 5.4 VOTING RIGHTS............................................. 8
SECTION 5.5 TENDER OFFERS............................................. 9
SECTION 5.6 LIMITATIONS ON AWARDS..................................... 9
ARTICLE VI
VESTING AND DISTRIBUTION OF SHARES
SECTION 6.1 VESTING OF SHARES......................................... 10
SECTION 6.2 DESIGNATION OF BENEFICIARY................................ 10
SECTION 6.3 MANNER OF DISTRIBUTION.................................... 11
SECTION 6.4 TAXES..................................................... 11
ARTICLE VII
AMENDMENT AND TERMINATION
SECTION 7.1 TERMINATION............................................... 11
SECTION 7.2 AMENDMENT................................................. 12
SECTION 7.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION..... 12
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 STATUS AS AN EMPLOYEE BENEFIT PLAN........................ 13
SECTION 8.2 NO RIGHT TO CONTINUED EMPLOYMENT.......................... 13
SECTION 8.3 CONSTRUCTION OF LANGUAGE.................................. 13
SECTION 8.4 GOVERNING LAW............................................. 13
SECTION 8.5 HEADINGS.................................................. 13
SECTION 8.6 NON-ALIENATION OF BENEFITS................................ 14
SECTION 8.7 NOTICES................................................... 14
SECTION 8.8 APPROVAL OF SHAREHOLDERS.................................. 14
(ii)
<PAGE>
RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS
OF
TAPPAN ZEE FINANCIAL, INC.
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Tappan Zee Financial, Inc. and to provide Eligible Directors of
Tappan Zee Financial, Inc. with an incentive to achieve corporate objectives, to
attract and retain directors of outstanding competence and to provide such
directors with an equity interest in Tappan Zee Financial, Inc.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 AWARD means a grant of Shares to an Eligible
Director pursuant to section 5.1.
SECTION 2.2 AWARD DATE means, with respect to a particular
Award, the date specified by the Committee in the notice of the Award issued to
the Eligible Director by the Committee, pursuant to section 5.1.
SECTION 2.3 BANK means Tarrytowns Bank, FSB, a federally
chartered stock savings bank, and any successor thereto.
SECTION 2.4 BENEFICIARY means the Person designated by an
Eligible [Director] pursuant to section 6.2, to receive distribution of any
Shares available for distribution to such Eli gible Director, in the event such
Eligible Director dies prior to receiving distribution of such Shares.
SECTION 2.5 BOARD means the Board of Directors of Tappan Zee
Financial, Inc.
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SECTION 2.6 CHANGE OF CONTROL means any of the following
events:
(a) approval by the stockholders of Tappan Zee Financial,
Inc. of a transaction that would result in the reorganization, merger
or consolidation of Tappan Zee Financial, Inc. with one or more other
persons, other than a transaction following which:
(i) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) in substantially the same relative proportions
by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 51% of the
outstanding equity ownership interests in Tappan Zee
Financial, Inc.; and
(ii) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of Tappan Zee
Financial, Inc.;
(b) the acquisition of all or substantially all of the
assets of Tappan Zee Financial, Inc. or beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of the outstanding securities of Tappan Zee Financial, Inc.
entitled to vote generally in the election of directors by any person
or by any persons acting in concert, or approval by the stockholders
of Tappan Zee Financial, Inc. of any transaction which would result in
such an acquisition;
(c) a complete liquidation or dissolution of Tappan Zee
Financial, Inc., or approval by the stockholders of Tappan Zee
Financial, Inc. of a plan for such liquidation or dissolution;
(d) the occurrence of any event if, immediately following
such event, at least 50% of the members of the Board of Directors of
Tappan Zee Financial, Inc. do not belong to any of the following
groups:
(i) individuals who were members of the Board of
Directors of Tappan Zee Financial, Inc. on the Effective
Date of this Plan; or
(ii) individuals who first became members of the
Board of Directors of Tappan Zee Financial, Inc. after the
Effective Date of this Plan either:
<PAGE>
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(A) upon election to serve as a member of
the Board of Directors of Tappan Zee Financial, Inc.
by affirmative vote of three-quarters of the members
of such Board, or of a nominating committee thereof,
in office at the time of such first election; or
(B) upon election by the stockholders of
Tappan Zee Financial, Inc. to serve as a member of
the Board of Tappan Zee Financial, Inc., but only if
nominated for election by affirmative vote of
three-quarters of the members of the Board of
Directors of Tappan Zee Financial, Inc., or of a
nominating committee thereof, in office at the time
of such first nomination;
PROVIDED, HOWEVER, that such individual's election or
nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf
of the Board of Tappan Zee Financial, Inc.; or
(e) any event which would be described in section 2.6(a), (b),
(c) or (d) if the term "Bank" were substituted for the term "Tappan Zee
Financial, Inc." therein.
In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of Tappan Zee Financial, Inc.,
the Bank, or a subsidiary of either of them, by Tappan Zee Financial, Inc., the
Bank, or a subsidiary of either of them, or by any employee benefit plan
maintained by any of them. For purposes of this section 2.6, the term "person"
shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the
Exchange Act.
SECTION 2.7 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.8 COMMITTEE means the Committee described in section
3.1.
SECTION 2.9 COMPANY means Tappan Zee Financial, Inc., a
corporation organized and existing under the laws of the State of Delaware, and
any successor thereto, the Bank and any successor thereto and, with the prior
approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
institution.
SECTION 2.10 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
<PAGE>
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SECTION 2.11 EFFECTIVE DATE means July 11, 1996.
SECTION 2.12 ELIGIBLE DIRECTOR means a member of the board of
directors of the Company who is not also an employee of the Company.
SECTION 2.13 ELIGIBLE DIRECTOR EMERITUS means a former member
of the board of directors or the Company who (a) has not received an Award under
section 5.1(a) and (b) is continuing to serve the Company in an advisory
capacity to its board of directors.
SECTION 2.14 EXCHANGE ACT means the Securities Exchange
Act of 1934, as amended.
SECTION 2.15 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.16 PLAN means the Recognition and Retention Plan for
Outside Directors of Tappan Zee Financial, Inc., as amended from time to time.
SECTION 2.17 QUALIFIED DOMESTIC RELATIONS ORDER means a
Domestic Relations Order that: (a) clearly specifies (i) the name and last known
mailing address of the Award holder and of each person given rights under such
Domestic Relations Order, (ii) the amount or percentages of the Award holder's
benefits under this Plan to be paid to each person covered by such Domestic
Relations Order, (iii) the number of payments or the period to which such
Domestic Relations Order applies, and (iv) the name of this Plan; and (b) does
not require the payment of a benefit in a form or amount that is (i) not
otherwise provided for under the Plan, or (ii) inconsistent with a previous
Qualified Domestic Relations Order. For the purposes of this Plan, a "Domestic
Relations Order" means a judgment, decree or order (including the approval of a
property settlement) that is made pursuant to a state domestic relations or
community property law and relates to the provision of child support, alimony
payments, or marital property rights to a spouse, child or other dependent of an
Award holder.
SECTION 2.18 RETIREMENT means retirement at the normal or
early retirement date as set forth in any tax-qualified retirement plan of the
Bank.
SECTION 2.19 SHARE means a share of common stock of Tappan Zee
Financial, Inc., par value $.01 per share.
SECTION 2.20 TRUST means the legal relationship created
by the Trust Agreement pursuant to which the Trustee holds the Trust Fund in
trust. The Trust may be referred to as the "Restricted Stock Plan Trust for
Directors of Tappan Zee Financial, Inc."
SECTION 2.21 TRUST AGREEMENT means the agreement between
Tappan Zee Financial, Inc. and the Trustee therein named or its successor
pursuant to which the Trust Fund shall be held in trust.
<PAGE>
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SECTION 2.22 TRUST FUND means the corpus (consisting of
contributions paid over to the Trustee, and investments thereof), and all
earnings, appreciations or additions thereof and thereto, held by the Trustee
under the Trust Agreement in accordance with the Plan, less any depreciation
thereof and any payments made therefrom pursuant to the Plan.
SECTION 2.23 TRUSTEE means the Trustee of the Trust Fund from
time to time in office. The Trustee shall serve as Trustee until it is removed
or resigns from office and is replaced by a successor Trustee or Trustees
appointed by Tappan Zee Financial, Inc.
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE.
The Plan shall be administered by the Compensation Committee
of the Board.
SECTION 3.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
SECTION 3.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed by the Board, the Committee shall be responsible
for the overall management and administration of the Plan and shall have such
authority as shall be necessary or appropriate in order to carry out its
responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for Awards
under the Plan, the amount of Shares, if any, to be granted pursuant to
an Award, and the terms and conditions of such Award;
<PAGE>
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(b) to adopt rules and regulations and to prescribe forms
for the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE IV
THE TRUST FUND
SECTION 4.1 CONTRIBUTIONS.
Tappan Zee Financial, Inc. shall contribute, or cause to be
contributed, to the Trust, from time to time, such amounts of money or property
as shall be determined by the Board, in its discretion. No contributions by
Eligible Directors shall be permitted.
SECTION 4.2 THE TRUST FUND.
The Trust Fund shall be held and invested under the Trust
Agreement with the Trustee. The provisions of the Trust Agreement shall include
provisions conferring powers on the Trustee as to investment, control and
disbursement of the Trust Fund, and such other provi sions not inconsistent with
the Plan as may be prescribed by or under the authority of the Board. No bond or
security shall be required of any Trustee at any time in office.
SECTION 4.3 INVESTMENTS.
The Trustee shall invest the Trust Fund in Shares and in such
other investments as may be permitted under the Trust Agreement, including
savings accounts, time or other interest bearing deposits in or other interest
bearing obligations of the Company, in such proportions as shall be determined
by the Committee; PROVIDED, HOWEVER, that in no event shall the Trust Fund be
used to purchase more than Nineteen Thousand Four Hundred and Forty (19,440)
Shares. Notwithstanding the immediately preceding sentence, the Trustee may
temporarily invest the Trust Fund in short-term obligations of, or guaranteed
by, the U.S. Government or an agency thereof, or the Trustee may retain the
Trust Fund uninvested or may sell assets of the Trust Fund to provide amounts
required for purposes of the Plan.
<PAGE>
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ARTICLE V
AWARDS
SECTION 5.1 IN GENERAL.
(a) On the Effective Date, each Person who is then an Eligible
Director (other than an Eligible Director Emeritus) shall be granted an Award of
Three Thousand Two Hundred and Forty (3,240) Shares. A Person who becomes an
Eligible Director subsequent to the Effective Date shall be granted, on the 15th
day of the month following the month in which such individual becomes an
Eligible Director (or, if such date is not a business day, the first business
day thereafter), an Award of Three Thousand Two Hundred and Forty (3,240)
Shares. No Eligible Director shall be granted more than one Award pursuant to
this section 5.1(a).
(b) On the Effective Date, each person who is then an Eligible
Director Emeritus shall be granted an Award of One Thousand and Eighty (1,080)
Shares.
(c) Notwithstanding sections 5.1(a) and 5.1(b), in the event
that, as of the first business day of any calendar month, the number of
available Shares is less than the total number of Shares with respect to which
Awards would be granted under sections 5.1(a) and (b) during such month, each
Eligible Director scheduled to receive an Award during such month shall be
granted an Award for the number of whole Shares determined by multiplying (i)
the number of Shares with respect to which the Eligible Director would have been
granted an Award on such date by (ii) a fraction, the numerator of which is the
number of Shares that are then available and the denominator of which is the
total number of Shares that would have to have been available in order to grant
all of the Awards that would otherwise have been granted under sections 5.1(a)
and (b) during such month, and rounding to the nearest whole Share; PROVIDED,
HOWEVER, that if rounding will require more Shares to be available than provided
in section 4.3, then the amount determined pursuant to this section 5.1(c) will
be calculated by rounding down to the lesser whole number.
(d) Any Award granted under this section 5.1 shall be
evidenced by a written notice issued by the Committee to the Eligible Director,
which notice shall:
(i) specify the number of Shares covered by the
Award;
(ii) specify the Award Date;
(iii) specify the dates on which such Shares shall
become available for distribution to the Eligible Director, in
accordance with section 6.1; and
(iv) contain such other terms and conditions not
incon sistent with the Plan as the Board may, in its
discretion, prescribe.
<PAGE>
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SECTION 5.2 SHARE ALLOCATIONS.
Upon the grant of an Award to an Eligible Director, the
Committee shall notify the Trustee of the Award and of the number of Shares
subject to the Award. Thereafter, until such time as the Shares subject to such
Award become vested or are forfeited, the books and records of the Trustee shall
reflect that such number of Shares are being held for the benefit of the Award
recipient.
SECTION 5.3 DIVIDEND RIGHTS.
(a) Any cash dividends or distributions declared and paid with
respect to Shares in the Trust Fund that are, as of the record date for such
dividend, allocated to an Eligible Director in connection with an Award shall be
held in the Trust Fund and distributed to such Eligible Director (with any
earnings attributable thereto) at the same time as the related Shares; PROVIDED,
HOWEVER, effective as of July 11, 1997, any such dividends or distributions
declared and paid shall be promptly distributed to such Eligible Director. Any
stock dividends declared and paid with respect to Shares that are not, as of the
record date for such dividend, allocated to any Eligible Director shall, at the
direction of the Committee, be held in the Trust or used to pay the
administrative expenses of the Plan, including any compensation due to the
Trustee.
(b) Any dividends or distributions declared and paid with
respect to Shares in property other than cash shall be held in the Trust Fund.
If, as of the record date for such dividend or distribution, the Shares with
respect to which it is paid are allocated to an Eligible Director in connection
with an Award, the property so distributed shall be similarly allocated such
Eligible Director in connection with such Award and shall be held for
distribution or forfeiture in accordance with the terms and conditions of the
Award.
SECTION 5.4 VOTING RIGHTS.
(a) Each Eligible Director to whom an Award has been made that
is not fully vested shall have the right to direct the manner in which all
voting rights appurtenant to the Shares related to such Award will be exercised
while such Shares are held in the Trust Fund. Such a direction shall be given by
completing and filing, with the inspector of elections, the Trustee or such
other person who shall be independent of the Company as the Committee shall
designate in the direction, a written direction in the form and manner
prescribed by the Committee. If no such direction is given by an Eligible
Director, then the voting rights appurtenant to the Shares allocated to him
shall not be exercised.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all voting rights appurtenant to such
Shares shall be exercised by the Trustee in such manner as the Committee shall
direct to reflect the voting directions given by Eligible Directors with respect
to Shares allocated in connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Director, all annual reports, proxy materials and other
information furnished by Tappan Zee Financial, Inc., or by any proxy solicitor,
to the holders of Shares.
<PAGE>
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SECTION 5.5 TENDER OFFERS.
(a) Each Eligible Director to whom an Award has been made that
is not fully vested shall have the right to direct, with respect to the Shares
related to such Award, the manner of response to any tender offer, exchange
offer or other offer made to the holders of Shares. Such a direction shall be
given by completing and filing, with the inspector of elections, the Trustee or
such other person who shall be independent of the Company as the Committee shall
designate in the direction, a written direction in the form and manner
prescribed by the Committee. If no such direction is given by an Eligible
Director, then the Shares shall not be tendered or exchanged.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all responses to tender, exchange and
other offers appurtenant to such Shares shall be given by the Trustee in such
manner as the Committee shall direct to reflect the responses given by Eligible
Directors with respect to Shares allocated in connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Director, all information furnished by the offeror to the holders
of Shares.
SECTION 5.6 LIMITATIONS ON AWARDS.
(a) Notwithstanding anything in the Plan to the contrary:
(i) No Award shall be granted under the Plan prior to the date
on which the Plan is approved by the holders of a majority of the
Shares of outstanding on such date and eligible to vote upon the
proposal to approve the Plan;
(ii) Each Award granted under the Plan shall become vested
and distributable as follows:
(A) prior to the first anniversary of the date
on which the Award is granted, the Award shall not be
exercisable;
(B) on the first anniversary of the date on which the
Award is granted, the Award will be vested as to twenty
percent (20%) of the Shares subject to the Award when granted;
(C) on the second anniversary of the date on which
the Award is granted, the Award will be vested as to an
additional twenty percent (20%) of the Shares subject to the
Award when granted;
(D) on the third anniversary of the date on which the
Award is granted, the Award will be vested as to an additional
twenty percent (20%) of the Shares subject to the Award when
granted;
<PAGE>
-10-
(E) on the fourth anniversary of the date on which
the Award is granted, the Award will be vested as to an
additional twenty percent (20%) of the Shares subject to the
Award when granted; and
(F) on the fifth anniversary of the date on which the
Award is granted, the Award will be vested as to an additional
twenty percent (20%) of the Shares subject to the Award when
granted;
PROVIDED, HOWEVER, that such an Award shall become fully vested on the
date of the Award holder's death, Disability, or Retirement or upon the
date of a Change of Control of the Company.
(b) An Award by its terms shall not be transferable by the
Eligible Director other than by will or by the laws of descent and distribution,
and the Shares granted pursuant to such Award shall be distributable, during the
lifetime of the Recipient, only to the Recipient, except to the extent provided
otherwise pursuant to the terms of a Qualified Domestic Relations Order.
ARTICLE VI
VESTING AND DISTRIBUTION OF SHARES
SECTION 6.1 VESTING OF SHARES.
The Shares subject to each Award granted under the Plan shall
become vested as follows: (i) twenty percent (20%) of such Shares shall become
vested upon the first anniversary of the Award Date; (ii) 20% of such Shares
shall become vested upon the second anniversary of the Award Date; (iii) 20% of
such Shares shall become vested upon the third anniversary of the Award Date;
(iv) 20% of such Shares shall become vested upon the fourth anniversary of the
Award Date; and (v) 20% of such Shares shall become vested upon the fifth
anniversary of the Award Date; PROVIDED, HOWEVER, that the Eligible Director has
remained a director of the Company during the entire period commencing with the
Award Date and ending on the applicable anniversary of the Award Date; AND
PROVIDED, FURTHER, an Award shall become 100% vested upon the death, Disability,
or Retirement of the Award recipient or upon the date of a Change of Control of
the Company.
SECTION 6.2 DESIGNATION OF BENEFICIARY.
An Eligible Director who has received an Award may designate a
Beneficiary to receive any undistributed Shares that are, or become, available
for distribution on, or after, the date of his death. Such designation (and any
change or revocation of such designation) shall be made in writing in the form
and manner prescribed by the Committee. In the event that the Beneficiary
designated by an Eligible Director dies prior to the Eligible Director, or in
the event
<PAGE>
-11-
that no Beneficiary has been designated, any undistributed Shares that are, or
become, available for distribution on, or after, the Eligible Director's death
shall be paid to the executor or administrator of the Eligible Director's
estate, or if no such executor or administrator is appointed within such time as
the Committee, in its sole discretion, shall deem reasonable, to such one or
more of the spouse and descendants and blood relatives of such deceased person
as the Committee may select.
SECTION 6.3 MANNER OF DISTRIBUTION.
(a) As soon as practicable following the date any Shares
granted pursuant to an Award become vested pursuant to section 6.1, the
Committee shall take such actions as are necessary to cause the transfer of
record ownership of the Shares that have become vested from the Trustee to the
Award holder and shall cause the Trustee to distribute to the Award holder all
property other than Shares then being held in connection with the Shares being
distributed.
(b) The Company's obligation to deliver Shares with respect to
an Award shall, if the Committee so requests, be conditioned upon the receipt of
a representation as to the in vestment intention of the Eligible Director or
Beneficiary to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a registration of the
Shares or upon the occurrence of any other event eliminating the necessity of
such representation. The Company shall not be required to deliver any Shares
under the Plan prior to (i) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (ii) the completion of such
registration or other qualification under any state or federal law, rule or
regulation as the Committee shall determine to be necessary or advisable.
SECTION 6.4 TAXES.
The Company, the Committee or the Trustee shall have the right
to require any person entitled to receive Shares pursuant to an Award to pay the
amount of any tax which is required to be withheld with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of Shares to cover the amount required to be withheld.
ARTICLE VII
AMENDMENT AND TERMINATION
SECTION 7.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time by giving written notice of such suspension or termination to
the Committee; PROVIDED, HOWEVER, that the Plan may not be terminated while
there are outstanding Awards that may thereafter become
<PAGE>
-12-
vested. Upon the termination of the Plan, the Trustee shall make distributions
from the Trust Fund in such amounts and to such persons as the Committee may
direct and shall return the remaining assets of the Trust Fund, if any, to
Tappan Zee Financial, Inc.
SECTION 7.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; PROVIDED, HOWEVER, that if the amendment or revision:
(a) materially increases the benefits or Awards which may
be granted under the Plan;
(b) materially increases the number of Shares which may
be issued under the Plan; or
(c) materially modifies the requirements as to
eligibility to receive Awards under the Plan;
such amendment or revision shall be subject to approval by the shareholders of
the Company.
SECTION 7.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change of Control) in
which Tappan Zee Financial, Inc. is the sur viving entity, and in the event of
any stock split, stock dividend or other event generally affecting the number of
Shares held by each person who is then a holder of record of Shares, the number
of Shares held in the Trust Fund, including Shares covered by Awards, shall be
adjusted to ac count for such event. Such adjustment shall be effected by
multiplying such number of Shares by an amount equal to the number of Shares
that would be owned after such event by a person who, immediately prior to such
event, was the holder of record of one Share; PROVIDED, HOWEVER, that the
Committee may, in its discretion, establish another appropriate method of
adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change of Control) in
which Tappan Zee Financial, Inc. is not the surviving entity, the Trustee shall
hold in the Trust Fund any money, stock, securities or other property received
by holders of record of Shares in connection with such merger, consolidation, or
other business reorganization. Any Award with respect to which Shares had been
allocated to an Eligible Director shall be adjusted by allocating to the
Eligible Director receiving such Award the amount of money, stock, securities or
other property received by the Trustee for the Shares allocated to such Eligible
Director.
(c) Nothing in this section 7.3 shall be deemed to change the
otherwise applicable vesting schedule for any Eligible Director.
<PAGE>
-13-
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.
SECTION 8.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Director any right to a
continuation of service by the Company. The Company reserves the right to
dismiss any Eligible Director or otherwise deal with any Eligible Director to
the same extent as though the Plan had not been adopted.
SECTION 8.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 8.4 GOVERNING LAW.
The Plan shall be construed and enforced in accordance with
the laws of the State of New York without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by the
federal laws of the United States of America.
SECTION 8.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
<PAGE>
-14-
SECTION 8.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts, except to the extent provided in a Qualified Domestic Relations Order.
SECTION 8.7 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is personally delivered or 5 days after mailing if mailed,
postage prepaid, by registered or certified mail, return receipt requested,
addressed to such party at the address listed below, or at such other address as
one such party may by written notice specify to the other:
(a) If to the Stock Compensation Committee:
Tappan Zee Financial, Inc.
75 North Broadway
P.O. Box 187
Tarrytown, New York 10591
Attention: CORPORATE SECRETARY
(b) If to an Eligible Director, to the Eligible
Director's address as shown in the Company's
personnel records.
SECTION 8.8 APPROVAL OF SHAREHOLDERS.
The Plan and all Awards granted hereunder shall be conditioned
on the approval of the Plan by the holders of a majority of the Shares of Tappan
Zee Financial, Inc. entitled to vote at an annual or special meeting of the
holders of Shares held no earlier than April 5, 1996. No Award under the Plan
shall be granted, nor shall any Shares be purchased or distributed, prior to
such approval.
EXHIBIT 4.5
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN
FOR OFFICERS AND EMPLOYEES
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
- -
- ---------------------------------------------------- ------ ---------- ------
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Incentive Stock Option Agreement is intended to set forth the terms and
conditions on which an Incentive Stock Option has been granted under the Tappan
Zee Financial, Inc. 1996 Stock Option Plan for Officers and Employees. Set forth
below are the specific terms and conditions applicable to this Incentive Stock
Option. Attached as Exhibit A are its general terms and conditions. The
Agreement set forth herein shall be effective as of July 11, 1996 and shall
amend and supersede, in its entirety, any other Incentive Stock Option Agreement
issued to the Optionee as of such date.
<TABLE>
==================================================================================================================
Option Grant (A) (B) (C) (D) (E)
==================================================================================================================
<CAPTION>
Grant Date:
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class of Optioned Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ------------------------------------------------------------------------------------------------------------------
VESTING
- ------------------------------------------------------------------------------------------------------------------
Earliest Exercise Date*
- ------------------------------------------------------------------------------------------------------------------
Option Expiration Date*
==================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Tappan Zee Financial, Inc. (the "Company")
grants this Incentive Stock Option upon the specified terms and conditions, and
the Optionee acknowledges receipt of this Incentive Stock Option Agreement,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
TAPPAN ZEE FINANCIAL, INC. OPTIONEE
By ------------------------------- -----------------------------------------
NAME:
Title:
- --------------------------------------------------------------------------------
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
EXHIBIT A
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES
INCENTIVE STOCK OPTION AGREEMENT
GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. The Company intends
the Option evidenced hereby to be an "incentive stock option" within the meaning
of section 422 of the Internal Revenue Code of 1986.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) removal for cause in accordance with the
Company's bylaws; or
(ii) the last day of the ten-year period
commencing on the date on which the Option was granted.
(b) Upon the termination of the Optionee's Service with the
Company, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited. For this purpose, an Optionee's Service shall be
deemed to continue for so long as the Optionee is serving as an officer,
employee, outside director, advisory director, emeritus director or consultant
to the Company or is subject to and is observing the terms of a written
agreement restricting his ability to compete or imposing other restrictive
covenants. In the event of the Optionee's death or disability (as defined in the
Plan) while in Service, the date of death or disability shall be the Earliest
Exercise Date of any Options that are not currently exercisable. To the extent
authorized pursuant to a Plan provision that is approved by the Company's
shareholders after October 5, 1996, in the event of the Optionee's retirement
(as defined in the Plan) or a change of control (as defined in the Plan), the
date of such retirement or change of control shall be the Earliest Exercise Date
of any Options that are not already exercisable.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, the Optionee shall have the right to
purchase all or any portion of the Optioned Common Stock at the Exercise Price
per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for pur chase. The Optionee
shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the
Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Tappan Zee Financial, Inc., (ii) in Shares duly endorsed for transfer and
with all necessary stock transfer tax stamps attached, already owned by the
Optionee and having a fair market value equal to the Exercise Price, such fair
market value to be determined in such manner as may be provided by the Committee
or as may be required in order to comply with or conform to the requirements of
any applicable laws or regulations, or (iii) in a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Committee shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that has been purchased. The
Optionee shall have no right to vote or to receive dividends, nor have
-2-
<PAGE>
any other rights with respect to optioned Common Stock, prior to the date as of
which such optioned Common Stock is transferred to the Optionee on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected. The obligation of the Company to deliver Common
Stock under this Agreement shall, if the Committee so requests, be conditioned
upon the receipt of a representation as to the investment intention of the
person to whom such Common Stock is to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a registration of the
Common Stock or upon the occurrence of any other event eliminating the necessity
of such representation. The Company shall not be required to deliver any Common
Stock under this Agreement prior to (a) the admission of such Common Stock to
listing on any stock exchange on which Common Stock may then be listed, or (b)
the completion of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine to be
necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each per son who is then a shareholder of record, the number of shares
of Common Stock subject to the option granted hereunder and the Exercise Price
per share of such option shall be adjusted in accordance with section 5.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
the option granted hereunder shall be cancelled or adjusted in accordance with
the Plan. In the event that the Company shall declare and pay any dividend with
respect to Shares (other than a dividend payable in Shares or a regular
quarterly cash dividend), including a dividend which results in a nontaxable
return of capital to the holders of Shares for federal income tax purposes, or
otherwise than by dividend makes distribution of property to the holders of its
Shares, the Company shall, in the discretion of the Committee, (a) make an
equivalent payment to each Person holding an outstanding Option as of the record
date for such dividend in accordance with section 5.3(c)(i) of the Plan or (b)
adjust the Exercise Price per Share of outstanding Options in such a manner as
the Committee may determine to be appropriate to equitably reflect the payment
of the dividend or (c) take the action described in this section 6(a) with
respect to certain outstanding Options and the action described in section 6(b)
with respect to the remaining outstanding Options PROVIDED, HOWEVER, that no
such action shall be taken without the approval of the Office of Thrift
Supervision until the stockholders of the Company have voted to approve the
provisions of section 5.3(c) of the Plan in a vote taken after October 5, 1996.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Optionee any right to a
continuation of service by the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Tappan Zee Financial, Inc.
75 Broadway
Tarrytown, New York 10591
Attention: COMPENSATION COMMITTEE
-3-
<PAGE>
(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended,
in whole or in part and in any manner not inconsistent with the provisions of
the Plan, at any time and from time to time, by written agreement between the
Company and the Optionee.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 16. CHANGE IN CONTROL. A "change in control" shall be
as defined in the Plan.
-4-
<PAGE>
APPENDIX A TO INCENTIVE STOCK OPTION AGREEMENT
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES
NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
1. INSTRUCTIONS. Use this Notice to inform the Committee administering the
Tappan Zee Financial, Inc. 1996 Stock Option Plan for Officers and
Employees ("Plan") that you are exercising your right to purchase shares of
common stock ("Shares") of Tappan Zee Financial, Inc. ("Tappan Zee")
pursuant to a non-qualified stock option ("Option") granted under the Plan.
If you are not the person to whom the Option was granted ("Option
Recipient"), you must attach to this Notice proof of your right to exercise
the Option granted under the Incentive Stock Option Agreement entered into
between Tappan Zee and the Option Recipient ("Agreement"). This Notice
should be personally delivered or mailed by certified mail, return receipt
requested to: Tappan Zee Financial, Inc., 75 Broadway, Tarrytown, New York
10591, Attention: Compensation Committee. The effective date of the
exercise of the Option shall be the earliest date practicable following the
date this Notice is received by the Committee, but in no event more than
three days after such date ("Effective Date"). Except as specifically
provided to the contrary herein, capitalized terms shall have the meanings
assigned to them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between
Tappan Zee and _____________________ [ENTER THE NAME OF THE OPTION
RECIPIENT], I hereby exercise my right to purchase __________ Shares at an
Exercise Price per Share of $_________, for a Total Exercise Price of
$_____________ [ENTER THE PRODUCT OF THE NUMBER OF SHARES MULTIPLIED BY THE
EXERCISE PRICE PER SHARE]. As a payment for such Shares, I [CHECK AND
COMPLETE ONE OR MORE; THE SUM OF THE AMOUNTS SHOWN IN (A), (B) AND (C),
MUST EQUAL THE TOTAL EXERCISE PRICE SHOWN ABOVE:
(A) / / enclose a certified check, money order, $______________
or bank draft payable to the order of
Tappan Zee Financial, Inc. in the amount of
(B) / / enclose Shares duly endorsed for transfer $______________
to Tappan Zee with all necessary stock transfer
stamp attached and having a fair market value of
Total Exercise Price $______________
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
- -
- ----------------------------- ------- ---------- ------ --------------
- -----------------------------
- -
- ----------------------------- ------- ---------- ------ --------------
- -----------------------------
4. WITHHOLDING ELECTIONS. [FOR EMPLOYEE OPTION RECIPIENTS ONLY. BENEFICIARIES
AND OUTSIDE DIRECTORS SHOULD NOT COMPLETE.] I understand that I am
responsible for the amount of federal, state and local taxes required to be
withheld with respect to the Shares to be issued to me pursuant to this
Notice, but that I may request Tappan Zee to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby request
that any taxes required to be withheld be paid in the following manner
[CHECK ONE]:
(A) / / With a certified or bank check that I will deliver to the
Administrator on the day after the Effective Date of my
Option exercise.
(B) / / With the proceeds from a sale of Shares that would otherwise
be distributed to me.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the Committee will decide the amount
to be withheld and the method of withholding and advise me of its decision
prior to the Effective Date. I further understand that the Committee may
request additional information or assurances regarding the manner and time
at which I will report the income attributable to the distribution to be
made to me.
I further understand that if I have elected to have Shares sold to satisfy
tax withholding, I may be asked to pay a minimal amount of such taxes in
cash in order to avoid the sale of more Shares than are necessary.
5. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not Tappan Zee
Financial, Inc.) regarding the application of all laws -- particularly tax
and securities laws -- to the transactions to be effected pursuant to my
Option and this Notice. I understand that I will be responsible for paying
any federal, state and local taxes that may become due upon the sale
(including a sale pursuant to a "cashless exercise") or other disposition
of Shares issued pursuant to this Notice and that I must consult with my
own tax advisor regarding how and when such income will be reportable.
- ------------------------------------- -------------------------
Signature Date
- --------------------------------------------------------------------------------
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked _________________
Date of Post Mark
By_______________________________________________ _________________
Authorized Signature Date of Receipt
EXHIBIT 4.6
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
NON-QUALIFIED STOCK OPTION AGREEMENT
- -
- ---------------------------------------------------- ------ ---------- ------
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set forth the terms and
conditions on which a Non-Qualified Stock Option has been granted under the
Tappan Zee Financial, Inc. 1996 Stock Option Plan for Outside Directors. Set
forth below are the specific terms and conditions applicable to this
Non-Qualified Stock Option. Attached as Exhibit A are its general terms and
conditions. The Agreement set forth herein shall be effective as of July 11,
1996 and shall amend and supersede, in its entirety, any other Non-Qualified
Stock Option Agreement issued to the Optionee as of such date.
<TABLE>
==================================================================================================================
Option Grant (A) (B) (C) (D) (E)
==================================================================================================================
<CAPTION>
Grant Date:
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class of Optioned Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ------------------------------------------------------------------------------------------------------------------
VESTING
- ------------------------------------------------------------------------------------------------------------------
Earliest Exercise Date*
- ------------------------------------------------------------------------------------------------------------------
Option Expiration Date*
==================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Tappan Zee Financial, Inc. (the "Company")
grants this NonQualified Stock Option upon the specified terms and conditions,
and the Optionee acknowledges receipt of this Non-Qualified Stock Option
Agreement, including Exhibit A, and agrees to observe and be bound by the terms
and conditions set forth herein.
TAPPAN ZEE FINANCIAL, INC. OPTIONEE
By ------------------------------- -----------------------------------------
NAME:
Title:
- --------------------------------------------------------------------------------
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
EXHIBIT A
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
NON-QUALIFIED STOCK OPTION AGREEMENT
GENERAL TERMS AND CONDITIONS
SECTION 1. NON-QUALIFIED STOCK OPTION. The Company intends
the Option evidenced hereby not to be an "incentive stock option" within the
meaning of section 422 of the Internal Revenue Code of 1986.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) removal for cause in accordance with the
Company's bylaws; or
(ii) the last day of the ten-year period
commencing on the date on which the Option was granted.
(b) Upon the termination of the Optionee's Service with the
Company, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited. For this purpose, an Optionee's Service shall be
deemed to continue for so long as the Optionee is serving as an officer,
employee, outside director, advisory director, emeritus director or consultant
to the Company or is subject to and is observing the terms of a written
agreement restricting his ability to compete or imposing other restrictive
covenants. In the event of the Optionee's death or disability (as defined in the
Plan) while in Service, the date of death or disability shall be the Earliest
Exercise Date of any Options that are not currently exercisable. To the extent
authorized pursuant to a Plan provision that is approved by the Company's
shareholders after October 5, 1996, in the event of the Optionee's retirement
(as defined in the Plan) or a change of control (as defined in the Plan), the
date of such retirement or change of control shall be the Earliest Exercise Date
of any Options that are not already exercisable.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, the Optionee shall have the right to
purchase all or any portion of the Optioned Common Stock at the Exercise Price
per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for pur chase. The Optionee
shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the
Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Tappan Zee Financial, Inc., (ii) in Shares duly endorsed for transfer and
with all necessary stock transfer tax stamps attached, already owned by the
Optionee and having a fair market value equal to the Exercise Price, such fair
market value to be determined in such manner as may be provided by the Committee
or as may be required in order to comply with or conform to the requirements of
any applicable laws or regulations, or (iii) in a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Committee shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that has been purchased. The
Optionee shall have no right to vote or to receive dividends, nor have
-2-
<PAGE>
any other rights with respect to optioned Common Stock, prior to the date as of
which such optioned Common Stock is transferred to the Optionee on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected. The obligation of the Company to deliver Common
Stock under this Agreement shall, if the Committee so requests, be conditioned
upon the receipt of a representation as to the investment intention of the
person to whom such Common Stock is to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a registration of the
Common Stock or upon the occurrence of any other event eliminating the necessity
of such representation. The Company shall not be required to deliver any Common
Stock under this Agreement prior to (a) the admission of such Common Stock to
listing on any stock exchange on which Common Stock may then be listed, or (b)
the completion of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine to be
necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each per son who is then a shareholder of record, the number of shares
of Common Stock subject to the option granted hereunder and the Exercise Price
per share of such option shall be adjusted in accordance with section 5.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
the option granted hereunder shall be cancelled or adjusted in accordance with
the Plan. In the event that the Company shall declare and pay any dividend with
respect to Shares (other than a dividend payable in Shares or a regular
quarterly cash dividend), including a dividend which results in a nontaxable
return of capital to the holders of Shares for federal income tax purposes, or
otherwise than by dividend makes distribution of property to the holders of its
Shares, the Company shall, in the discretion of the Committee, (a) make an
equivalent payment to each Person holding an outstanding Option as of the record
date for such dividend in accordance with section 5.3(c)(i) of the Plan or (b)
adjust the Exercise Price per Share of outstanding Options in such a manner as
the Committee may determine to be appropriate to equitably reflect the payment
of the dividend or (c) take the action described in this section 6(a) with
respect to certain outstanding Options and the action described in section 6(b)
with respect to the remaining outstanding Options PROVIDED, HOWEVER, that no
such action shall be taken without the approval of the Office of Thrift
Supervision until the stockholders of the Company have voted to approve the
provisions of section 5.3(c) of the Plan in a vote taken after October 5, 1996.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Optionee any right to a
continuation of service by the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Tappan Zee Financial, Inc.
75 Broadway
Tarrytown, New York 10591
Attention: COMPENSATION COMMITTEE
-3-
<PAGE>
(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between the
Company and the Optionee.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 16. CHANGE IN CONTROL. A "change in control" shall be
as defined in the Plan.
-4-
<PAGE>
APPENDIX A TO NON-QUALIFIED STOCK OPTION AGREEMENT
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
1. INSTRUCTIONS. Use this Notice to inform the Committee administering the
Tappan Zee Financial, Inc. 1996 Stock Option Plan for Outside Directors
------------ ("Plan") that you are exercising your right to purchase shares
of common stock ("Shares") of Tappan Zee Financial, Inc. ("Tappan Zee")
pursuant to a non-qualified stock option ("Option") granted under the Plan.
If you are not the person to whom the Option was granted ("Option
Recipient"), you must attach to this Notice proof of your right to exercise
the Option granted under the Non-Qualified Stock Option Agreement entered
into between Tappan Zee and the Option Recipient ("Agreement"). This Notice
should be personally delivered or mailed by certified mail, return receipt
requested to: Tappan Zee Financial, Inc., 75 Broadway, Tarrytown, New York
10591, Attention: Compensation Committee. The effective date of the
exercise of the Option shall be the earliest date practicable following the
date this Notice is received by the Committee, but in no event more than
three days after such date ("Effective Date"). Except as specifically
provided to the contrary herein, capitalized terms shall have the meanings
assigned to them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between
Tappan Zee and _____________ [ENTER THE NAME OF THE OPTION RECIPIENT], I
hereby exercise my right to purchase __________ Shares at an Exercise Price
per Share of $_________, for a Total Exercise Price of $_____________
[ENTER THE PRODUCT OF THE NUMBER OF SHARES MULTIPLIED BY THE EXERCISE PRICE
PER SHARE]. As a payment for such Shares, I [CHECK AND COMPLETE ONE OR
MORE; THE SUM OF THE AMOUNTS SHOWN IN (A), (B) AND (C), MUST EQUAL THE
TOTAL EXERCISE PRICE SHOWN ABOVE:
(A) / / enclose a certified check, money order, $______________
or bank draft payable to the order of
Tappan Zee Financial, Inc. in the amount of
(B) / / enclose Shares duly endorsed for transfer $______________
to Tappan Zee with all necessary stock transfer
stamp attached and having a fair market value of
Total Exercise Price $______________
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
- -
- ----------------------------- ------- ---------- ------ --------------
- -----------------------------
- -
- ----------------------------- ------- ---------- ------ --------------
- -----------------------------
4. WITHHOLDING ELECTIONS. [FOR EMPLOYEE OPTION RECIPIENTS ONLY. BENEFICIARIES
AND OUTSIDE DIRECTORS SHOULD NOT COMPLETE.] I understand that I am
responsible for the amount of federal, state and local taxes required to be
withheld with respect to the Shares to be issued to me pursuant to this
Notice, but that I may request Tappan Zee to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby request
that any taxes required to be withheld be paid in the following manner
[CHECK ONE]:
(A) / / With a certified or bank check that I will deliver to the
Administrator on the day after the Effective Date of my
Option exercise.
(B) / / With the proceeds from a sale of Shares that would otherwise
be distributed to me.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the Committee will decide the amount
to be withheld and the method of withholding and advise me of its decision
prior to the Effective Date. I further understand that the Committee may
request additional information or assurances regarding the manner and time
at which I will report the income attributable to the distribution to be
made to me.
I further understand that if I have elected to have Shares sold to satisfy
tax withholding, I may be asked to pay a minimal amount of such taxes in
cash in order to avoid the sale of more Shares than are necessary.
5. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not Tappan Zee
Financial, Inc.) regarding the application of all laws -- particularly tax
and securities laws -- to the transactions to be effected pursuant to my
Option and this Notice. I understand that I will be responsible for paying
any federal, state and local taxes that may become due upon the sale
(including a sale pursuant to a "cashless exercise") or other disposition
of Shares issued pursuant to this Notice and that I must consult with my
own tax advisor regarding how and when such income will be reportable.
- ------------------------------------- -------------------------
Signature Date
- --------------------------------------------------------------------------------
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked _________________
Date of Post Mark
By_______________________________________________ _________________
Authorized Signature Date of Receipt
EXHIBIT 4.7
TAPPAN ZEE FINANCIAL, INC. RECOGNITION AND RETENTION PLAN
FOR OFFICERS
RESTRICTED STOCK AWARD NOTICE
- -
- ---------------------------------------------------- ------ ---------- ------
NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the Tappan
Zee Financial, Inc. Recognition and Retention Plan for Officers and Employees.
Set forth below are the specific terms and conditions applicable to this
Restricted Stock Award. Attached as Exhibit A are its general terms and
conditions. This Restricted Stock Award Notice shall be effective as of July 11,
1996 and shall amend and supersede, in its entirety, any other Restricted Stock
Award issued to the Award Recipient as of such date.
<TABLE>
<CAPTION>
==================================================================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
==================================================================================================================
<S> <C> <C> <C> <C> <C>
Effective Date
- ------------------------------------------------------------------------------------------------------------------
Class of Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------------------------
No. of Awarded Shares*
- ------------------------------------------------------------------------------------------------------------------
Vesting Date*
==================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Tappan Zee Financial, Inc. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
TAPPAN ZEE FINANCIAL, INC. AWARD RECIPIENT
By ------------------------------- -----------------------------------------
NAME:
Title:
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of a number of Awarded Shares with uniform terms
and conditions. Where Awarded Shares are awarded on the same date with varying
terms and conditions (for example, varying vesting dates), the awards should be
recorded as a series of grants each with its own uniform terms and conditions.
<PAGE>
EXHIBIT A
TAPPAN ZEE FINANCIAL, INC. RECOGNITION AND RETENTION PLAN
FOR OFFICERS
RESTRICTED STOCK AWARD
----------------------
GENERAL TERMS AND CONDITIONS
Section 1. OWNERSHIP OF SHARES. The shares of Common Stock,
par value $.01 per share, of Tappan Zee Financial Inc. ("Shares") covered by
this Award ("Awarded Shares") are held in trust by Marine Midland Bank, N.A.,
the Trustee of the Plan, for your benefit until such time as they are
distributed to you or, if earlier, until you forfeit your rights to the Awarded
Shares.
Section 2. VESTING. In general the Awarded Shares shall become
vested and available for distribution to you at the dates set forth in the
Restricted Stock Award Notice. In the event that your service with the Company
terminates on account of your death or Disability, then any Awarded Shares not
theretofore forfeited shall become immediately vested. In addition, to the
extent authorized pursuant to a Plan provision that is approved by the Company's
shareholders after October 5, 1996, in the event your service terminates due to
retirement (as defined in the Plan) or in the event a change of control (as
defined in the Plan) occurs, then any Awarded Shares not theretofore forfeited
shall become immediately vested.
Section 3. FORFEITURES. In the event that your service with
the Company terminates before all of the Awarded Shares become vested, any
Awarded Shares that have not yet become vested pursuant to section 2 of this
Award Notice shall be forfeited. Following such a forfeiture, you will have no
rights whatsoever with respect to the Awarded Shares forfeited. For purposes of
determining any forfeitures, you will not be deemed to have terminated service
with the Company for so long as you provide services to the Company or any
subsidiary or affiliate of the Company as an employee, officer, director,
advisory director, director emeritus, or consultant or for so long as you are
bound by and are observing the terms of any contract which imposes restrictions
on your right to perform services for a competitor of the Company or any of its
subsidiaries or affiliates or provides other restrictive covenants.
Section 4. DIVIDENDS. Any cash dividends or distributions
declared and paid with respect to Awarded Shares not forfeited shall be held in
the Trust Fund in accordance with the terms of the Plan and distributed to you
(with any earnings attributable thereto) at the same time as the related Awarded
Shares. Any stock dividends declared and paid with respect to Awarded Shares not
forfeited shall be allocated to you, and such stock dividends shall be held in
the Trust Fund and shall be subject to such restrictions and shall become vested
under the same terms and conditions as the Awarded Shares to which they pertain.
Section 5. VOTING RIGHTS. You shall have the exclusive right
to direct the manner in which all voting rights appurtenant to Awarded Shares
not forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Committee, with such person
as the Committee shall designate, at least 10 days prior to the date of the
meeting of holders of Shares at which such voting rights will be exercised.
Section 6. DISTRIBUTION UPON VESTING. As soon as practicable
following the date any Awarded Shares become vested pursuant to the Award
Notice, the Company will issue to you, or your Beneficiary entitled to such
Awarded Shares, a stock certificate evidencing ownership of the Shares. Any
additional Shares attributable to stock dividends paid with respect to the
Awarded Shares then being distributed pursuant to this section 6 shall also be
distributed and shall be evidenced by such stock certificate.
Section 7. REGISTRATION OF SHARES. The Company's obligation to
deliver Shares pursuant to this Award Notice shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Shares under the Plan prior to (a) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed, or
(b) the completion of such registration or other qualification under any state
or federal law, rule or regulation as the Committee shall determine to be
necessary or advisable.
<PAGE>
Section 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Award Notice nor any action of the Board or the Committee with respect to this
Award Notice shall be held or construed to confer upon you any right to a
continuation of service with the Company or any of its affiliates which employ
you. You may be dismissed or otherwise dealt with to the same extent as though
this Award had not been made.
Section 9. TAXES. The Company, the Committee or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu thereof,
to retain, or to sell without notice, a sufficient number of Awarded Shares to
cover the amount required to be withheld.
Section 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is personally delivered or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Committee:
Tappan Zee Financial, Inc.
75 Broadway
Tarrytown, New York 10591
Attention: COMPENSATION COMMITTEE
(b) If to you, to your address as shown in the Company's
personnel records.
Section 11. NO ASSIGNMENT. The Awarded Shares shall not be
transferable by you other than by will or by the laws of descent and
distribution, and the Awarded Shares shall be distributable only to you during
your lifetime.
Section 12. SUCCESSORS AND ASSIGNS. This Award Notice shall
inure to the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the neuter.
Any reference to a section shall be a reference to a section of this Award
Notice, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 14. GOVERNING LAW. This Award Notice shall be
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal laws of the United States of
America.
Section 15. AMENDMENT. This Award Notice may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between you and
the Company.
Section 16. PLAN PROVISIONS CONTROL. This Award Notice, and
the rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms of the
Plan, which are incorporated herein by reference, shall control. By signing this
Award Notice, you acknowledge receipt of a copy of the Plan.
EXHIBIT 4.8
TAPPAN ZEE FINANCIAL, INC. RECOGNITION AND RETENTION PLAN
FOR OUTSIDE DIRECTORS
RESTRICTED STOCK AWARD NOTICE
- -
- ---------------------------------------------------- ------ ---------- ------
NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the Tappan
Zee Financial, Inc. Recognition and Retention Plan for Outside Directors. Set
forth below are the specific terms and conditions applicable to this Restricted
Stock Award. Attached as Exhibit A are its general terms and conditions. This
Restricted Stock Award Notice shall be effective as of July 11, 1996 and shall
amend and supersede, in its entirety, any other Restricted Stock Award issued to
the Award Recipient as of such date.
<TABLE>
<CAPTION>
==================================================================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
==================================================================================================================
<S> <C> <C> <C> <C> <C>
Effective Date
- ------------------------------------------------------------------------------------------------------------------
Class of Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------------------------
No. of Awarded Shares*
- ------------------------------------------------------------------------------------------------------------------
Vesting Date*
==================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Tappan Zee Financial, Inc. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
TAPPAN ZEE FINANCIAL, INC. AWARD RECIPIENT
By ------------------------------- -----------------------------------------
NAME:
Title:
- --------------------------------------------------------------------------------
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of a number of Awarded Shares with uniform terms
and conditions. Where Awarded Shares are awarded on the same date with varying
terms and conditions (for example, varying vesting dates), the awards should be
recorded as a series of grants each with its own uniform terms and conditions.
<PAGE>
EXHIBIT A
TAPPAN ZEE FINANCIAL, INC. RECOGNITION AND RETENTION PLAN
FOR OUTSIDE DIRECTORS
RESTRICTED STOCK AWARD
GENERAL TERMS AND CONDITIONS
Section 1. OWNERSHIP OF SHARES. The shares of Common Stock,
par value $.01 per share, of Tappan Zee Financial Inc. ("Shares") covered by
this Award ("Awarded Shares") are held in trust by Marine Midland Bank, N.A.,
the Trustee of the Plan, for your benefit until such time as they are
distributed to you or, if earlier, until you forfeit your rights to the Awarded
Shares.
Section 2. VESTING. In general the Awarded Shares shall become
vested and available for distribution to you at the dates set forth in the
Restricted Stock Award Notice. In the event that your service with the Company
terminates on account of your death or Disability, then any Awarded Shares not
theretofore forfeited shall become immediately vested. In addition, to the
extent authorized pursuant to a Plan provision that is approved by the Company's
shareholders after October 5, 1996, in the event your service terminates due to
retirement (as defined in the Plan) or in the event a change of control (as
defined in the Plan) occurs, then any Awarded Shares not theretofore forfeited
shall become immediately vested.
Section 3. FORFEITURES. In the event that your service with
the Company terminates before all of the Awarded Shares become vested, any
Awarded Shares that have not yet become vested pursuant to section 2 of this
Award Notice shall be forfeited. Following such a forfeiture, you will have no
rights whatsoever with respect to the Awarded Shares forfeited. For purposes of
determining any forfeitures, you will not be deemed to have terminated service
with the Company for so long as you provide services to the Company or any
subsidiary or affiliate of the Company as an employee, officer, director,
advisory director, director emeritus, or consultant or for so long as you are
bound by and are observing the terms of any contract which imposes restrictions
on your right to perform services for a competitor of the Company or any of its
subsidiaries or affiliates or provides other restrictive covenants.
Section 4. DIVIDENDS. Any cash dividends or distributions
declared and paid with respect to Awarded Shares not forfeited shall be held in
the Trust Fund in accordance with the terms of the Plan and distributed to you
(with any earnings attributable thereto) at the same time as the related Awarded
Shares. Any stock dividends declared and paid with respect to Awarded Shares not
forfeited shall be allocated to you, and such stock dividends shall be held in
the Trust Fund and shall be subject to such restrictions and shall become vested
under the same terms and conditions as the Awarded Shares to which they pertain.
Section 5. VOTING RIGHTS. You shall have the exclusive right
to direct the manner in which all voting rights appurtenant to Awarded Shares
not forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Committee, with such person
as the Committee shall designate, at least 10 days prior to the date of the
meeting of holders of Shares at which such voting rights will be exercised.
Section 6. DISTRIBUTION UPON VESTING. As soon as practicable
following the date any Awarded Shares become vested pursuant to the Award
Notice, the Company will issue to you, or your Beneficiary entitled to such
Awarded Shares, a stock certificate evidencing ownership of the Shares. Any
additional Shares attributable to stock dividends paid with respect to the
Awarded Shares then being distributed pursuant to this section 6 shall also be
distributed and shall be evidenced by such stock certificate.
Section 7. REGISTRATION OF SHARES. The Company's obligation to
deliver Shares pursuant to this Award Notice shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Shares under the Plan prior to (a) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed, or
(b) the completion of such registration or other qualification under any state
or federal law, rule or regulation as the Committee shall determine to be
necessary or advisable.
<PAGE>
Section 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Award Notice nor any action of the Board or the Committee with respect to this
Award Notice shall be held or construed to confer upon you any right to a
continuation of service with the Company or any of its affiliates which employ
you. You may be dismissed or otherwise dealt with to the same extent as though
this Award had not been made.
Section 9. TAXES. The Company, the Committee or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu thereof,
to retain, or to sell without notice, a sufficient number of Awarded Shares to
cover the amount required to be withheld.
Section 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is personally delivered or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Committee:
Tappan Zee Financial, Inc.
75 Broadway
Tarrytown, New York 10591
Attention: COMPENSATION COMMITTEE
(b) If to you, to your address as shown in the Company's
personnel records.
Section 11. NO ASSIGNMENT. The Awarded Shares shall not be
transferable by you other than by will or by the laws of descent and
distribution, and the Awarded Shares shall be distributable only to you during
your lifetime.
Section 12. SUCCESSORS AND ASSIGNS. This Award Notice shall
inure to the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the neuter.
Any reference to a section shall be a reference to a section of this Award
Notice, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 14. GOVERNING LAW. This Award Notice shall be
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal laws of the United States of
America.
Section 15. AMENDMENT. This Award Notice may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between you and
the Company.
Section 16. PLAN PROVISIONS CONTROL. This Award Notice, and
the rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms of the
Plan, which are incorporated herein by reference, shall control. By signing this
Award Notice, you acknowledge receipt of a copy of the Plan.
[LETTERHEAD OF THACHER PROFFITT & WOOD]
Writer's Direct Dial
(212) 912-7435
July 11, 1997
Tappan Zee Financial, Inc.
75 North Broadway
North Tarrytown, New York 10591
Re: Tappan Zee Financial, Inc. --
1996 Stock Option & Recognition and Retention Plans
For Officers, Employees and Outside Directors
---------------------------------------------------
Dear Sirs:
We have acted as counsel for Tappan Zee Financial, Inc., a
Delaware corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 226,800 shares of its common stock,
par value $.01 per share ("Shares"), of which an aggregate of 162,000 are
authorized but unissued Shares ("Original Issue Shares"), with 113,400 Original
Issue Shares having been reserved for issuance upon the exercise of options
granted pursuant to the Tappan Zee Financial, Inc. 1996 Stock Option Plan for
Officers and Employees ("Employee Option Plan") and 48,600 Original Issue Shares
having been reserved for issuance upon the exercise of options granted under the
Tappan Zee Financial, Inc. 1996 Stock Option Plan for Outside Directors
("Director Option Plan"). In rendering the opinion set forth below, we do not
express any opinion concerning law other than the federal law of the United
States and the corporate law of the states of New York and Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Employee Option Plan and the
Director Option Plan (collectively, the "Plans") described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
<PAGE>
Tappan Zee Financial, Inc.
July 11, 1997 Page 2.
Based on the foregoing, we are of the opinion that the
Original Issue Shares which are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in accordance
with the terms of each of the respective Plans, all such Shares will be validly
issued, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
law).
This opinion is given solely for the benefit of the
Corporation and the purchasers of Original Issue Shares pursuant to the terms of
the respective Plans, and no other person or entity is entitled to rely hereon
without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ W. Edward Bright
------------------------
W. Edward Bright
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
Tappan Zee Financial, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Tappan Zee Financial, Inc. (related to the Tappan Zee Financial, Inc.
1996 Stock Option Plan for Officers and Employees, 1996 Stock Option Plan for
Outside Directors, Recognition and Retention Plan for Officers, and Recognition
and Retention Plan for Outside Directors) of our report dated April 29, 1997,
relating to the consolidated balance sheets of Tappan Zee Financial, Inc. and
subsidiary as of March 31, 1997 and 1996, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for each
of the years in the three-year period ended March 31, 1997, which report appears
in the March 31, 1997 annual report on Form 10-K of Tappan Zee Financial, Inc.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Stamford, Connecticut
July 11, 1997
