EXHIBIT 3
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
_____________________________________________
Agreement for Non-Incentive Stock Options
_____________________________________________
STOCK OPTION (the "Option") for a total of 8,128 shares of Common Stock,
-----
par value $1.00 per share, of Central Bancorp, Inc. (the "Company") is hereby
granted to Xxxx X. Xxxxxxx (the "Optionee") at the price set forth herein, and
---------------
in all respects subject to the terms, definitions and provisions of the Central
Bancorp, Inc. 1999 Stock Option and Incentive Plan (the "Plan") which has been
adopted by the Company and which is incorporated by reference herein, receipt of
which is hereby acknowledged. Such Stock Options do not comply with Options
---
granted under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Exercise Price. The exercise price per share is $20.25, which equals
---------------
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance with
------------------
the Plan and the following provisions:
(i) Schedule of rights to exercise. This Option shall be fully vested and
-------------------------------
exercisable on the date of grant.
(ii) Method of Exercise. This Option shall be exercisable by a written
-------------------
notice which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock owned for more
than six months is to be registered, his address and Social Security Number
(or if more than one, the names, addresses and Social Security Numbers of
such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock owned for
more than six months as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option and,
if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to counsel for the Company,
of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Non-ISO Agreement
Page 2
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock owned for more than six
months, or such combination of cash and Common Stock owned for more than six
months as the Optionee elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(iii) Restrictions on exercise. The Option may not be exercised if the
--------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation. The amount of the
withholding requirement shall be applicable statutory minimum federal, state or
local income tax with respect to the award of the date that the amount of tax is
to be held.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
-----------
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred in any
-----------------------------
manner otherwise than by will or the laws of descent or distribution and the
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding the foregoing, this
Option may be transferred to the Optionee's spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of one or more such
individuals, provided that such transferee shall be permitted to exercise this
Option subject to the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for more than ten
--------------
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
November 18, 1999 CENTRAL BANCORP, INC.
------------------ 1999 STOCK OPTION AND INCENTIVE PLAN
Date of Grant
By:/s/ Xxxxxxx Xxxxxx
----------------------------------------
Authorized Member of the Committee
Witness:/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
________________________________________
Agreement for Incentive Stock Options
________________________________________
STOCK OPTION (the "Option") for a total of 4,938 shares of Common Stock,
-----
par value $1.00 per share, of Central Bancorp, Inc. (the "Company"), which
Option is intended to qualify as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), is hereby granted to
Xxxx X. Xxxxxxx (the "Optionee") at the price set forth herein, and in all
----------------
respects subject to the terms, definitions and provisions of the Central
Bancorp, Inc. 1999 Stock Option and Incentive Plan (the "Plan") which was
adopted by the Company and which is incorporated by reference herein, receipt of
which is hereby acknowledged.
1. Exercise Price. The exercise price per share is $20.25, which equals
---------------
100% * of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance with
------------------
the Plan and the following provisions:
(i) Schedule of rights to exercise. This Option shall be fully vested and
-------------------------------
exercisable on the date of grant.
(ii) Method of Exercise. This Option shall be exercisable by a written
-------------------
notice by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock owned for more
than six months is to be registered, his address and Social Security Number
(or if more than one, the names, addresses and Social Security Numbers of
such persons);
__________
* 110% in the case of an Optionee who owns shares representing more than 10% of
the outstanding common stock of the Company on the date of grant of this Option.
ISO AGREEMENT
PAGE 2
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock owned for
more than six months as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option and,
if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to counsel for the Company,
of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock owned for more than six
months, or such combination of cash and Common Stock owned for more than six
months as the Optionee elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(iii) Restrictions on exercise. This Option may not be exercised if the
--------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
-----------
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise. The amount of
the withholding requirement shall be applicable statutory minimum federal, state
or local income tax with respect to the award of the date that the amount of tax
is to be held.
4. Non-transferability of Option. This Option may not be transferred in any
-----------------------------
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable for more than ten**
--------------
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
November 18, 1999
-----------------
Date of Grant CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
By:/s/ Xxxxxxx Xxxxxx
------------------------------------------
Authorized Member of the Committee
Witness: /s/Xxxxxx X. Xxxxxxxxx
------------------------------------
________
** Five years in the case of an Optionee who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option. * 110% in the case of an Optionee who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option.
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
_______________________________________
Agreement for Incentive Stock Options
_______________________________________
STOCK OPTION (the "Option") for a total of 12,573 shares of Common Stock,
------
par value $1.00 per share, of Central Bancorp, Inc. (the "Company"), which
Option is intended to qualify as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), is hereby granted to
Xxxx X. Xxxxxxx (the "Optionee") at the price set forth herein, and in all
----------------
respects subject to the terms, definitions and provisions of the Central
Bancorp, Inc. 1999 Stock Option and Incentive Plan (the "Plan") which was
adopted by the Company and which is incorporated by reference herein, receipt of
which is hereby acknowledged.
1. Exercise Price. The exercise price per share is $20.25, which equals
---------------
100% * of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance with
------------------
the Plan and the following provisions:
(i) Schedule of rights to exercise. This Option shall be fully vested and
-------------------------------
exercisable on the date of grant.
(ii) Method of Exercise. This Option shall be exercisable by a written
-------------------
notice by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock owned for more
than six months is to be registered, his address and Social Security Number
(or if more than one, the names, addresses and Social Security Numbers of
such persons);
__________
* 110% in the case of an Optionee who owns shares representing more than 10% of
the outstanding common stock of the Company on the date of grant of this Option.
ISO Agreement
Page 2
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock owned for
more than six months as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option and,
if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to counsel for the Company,
of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock owned for more than six
months, or such combination of cash and Common Stock owned for more than six
months as the Optionee elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(iii) Restrictions on exercise. This Option may not be exercised if the
--------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
-----------
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise. The amount of
the withholding requirement shall be applicable statutory minimum federal, state
or local income tax with respect to the award of the date that the amount of tax
is to be held.
4. Non-transferability of Option. This Option may not be transferred in any
-----------------------------
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable for more than ten**
--------------
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
December 4, 2000
----------------
Date of Grant CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
By:/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Authorized Member of the Committee
Witness: /s/ Illegible
-------------------------------------
--------
** Five years in the case of an Optionee who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option.
