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EXHIBIT 10.22
PEOPLE'S BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
Name of Optionee: Name Date of Grant: May 17, 1996
Number of Option Shares: 100 Expiration Date: May 16, 2006
Option Exercise Price: $9.875
THIS AGREEMENT is entered into by and between People's Bancshares, Inc., a
Massachusetts corporation (the "Company"), and the Optionee named above (the
"Optionee").
WHEREAS, the Company adopted the People's Bancshares Inc. 1996 Stock Option
and Incentive Plan (the "Plan") in order to grant options to directors to
purchase common stock, par value $.10 per share, ("Common Stock") of the Company
so as to enable them to acquire or increase a proprietary interest in the
success of the Company and to insure that they continue to serve as directors of
the Company; and
WHEREAS, the Optionee renders important services to the Company as a
director and the Company desires to grant a nonqualified stock option to the
Optionee;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
herein contained, the parties agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the option to
purchase from the Company, upon the terms and conditions set forth herein and in
the Plan, the number of shares of Common Stock specified above (the "Option
Shares") at the Option Exercise Price per share specified above (the "Option
Exercise Price"). This option is intended to be a Non-qualified Stock Option as
defined in the Plan.
2. Exercise of Option.
(a) No portion of this option may be exercised until this option shall
have vested. Except as otherwise set forth herein or in the event of a Change of
Control of the Company (as defined in the Plan) (in which event the option shall
immediately vest and become exercisable in full), this option shall be fully
vested and exercisable on the first anniversary of the Date of Grant. Subject to
the foregoing, this option may be exercised at any time until the Expiration
Date set forth above (the "Expiration Date"), unless the option is sooner
terminated as hereinafter provided.
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(b) At any given time, the Optionee may elect partially to exercise
this option and purchase a lesser number of Option Shares than the total number
which the Optionee is eligible to purchase hereunder; provided that the number
of Option Shares the Optionee purchases, when aggregated with the total number
of Option Shares the Optionee has purchased pursuant to previous exercises of
this option, does not exceed the total number of Option Shares the Optionee is
eligible to purchase hereunder.
(c) The minimum number of Option Shares with respect to which this
option may be exercised at any one time shall be 100, or such lesser number as
is subject to exercise under the option at the time.
3. Method of Exercise; Payment of Purchase Price.
(a) This option may be exercised by the Optionee by delivering to the
Company a written notice specifying the number of vested Option Shares the
Optionee then desires to purchase (the "Notice").
(b) Payment for the Option Shares purchased pursuant to the exercise
of the option shall be made either: (i) in cash, by certified or bank check or
other instrument acceptable to the Option Committee equal to the option price
for the number of shares specified in the Notice (the "Total Option Price");
(ii) by delivery of shares of Common Stock having a fair market value,
determined as provided in the Plan, equal to or less than the Total Option
Price, plus cash in an amount equal to the excess, if any, of the Total Option
Price over the fair market value of such shares of Common Stock; (iii) by
delivery to the Company of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the Total Option Price;
provided that in the event the Optionee chooses to pay the Total Option Price as
so provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Option
Committee shall prescribe as a condition of such payment procedure; or (iv) a
combination of (i), (ii) and (iii) above.
4. Adjustment Upon Changes in Capitalization. If the shares of Common Stock
as a whole are increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate adjustment
shall be made by the Option Committee in the number, kind and per share exercise
price of the Option Shares then subject to this option. In the event of any such
adjustment in the option, the Optionee thereafter shall have the right to
purchase the number of shares under such option at the per share price, as so
adjusted, which the Optionee could purchase at the total purchase price
applicable to the option immediately prior to such adjustment.
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5. Dissolution; Merger; Sale of Assets. In the event of (i) the dissolution
or liquidation of the Company, (ii) a reorganization, merger or consolidation in
which the Company is acquired by another entity or in which the Company is not
the surviving corporation or (iii) the sale of all or substantially all of the
property of the Company to another corporation, this option shall terminate,
unless provision is made in connection with such transaction for the assumption
of the option, or the substitution for such option of a new option of the
successor corporation or parent thereof, with appropriate adjustment as provided
in paragraph 4. In the event of such termination, the outstanding portion of the
option shall be exercisable in full for at least fifteen (15) days prior to the
date of such termination whether or not otherwise exercisable during such
period.
6. Termination of Option. If the Optionee ceases for any reason to be a
director of the Company at any time prior to exercise of this option in full,
this option shall terminate in accordance with the following provisions:
(a) if the Optionee resigns from the Board, this option may be
exercised, to the extent it was exercisable at the time of resignation, for a
period of twelve (12) months following such resignation or until the Expiration
Date, if earlier;
(b) if the Optionee ceases to be a director of the Company due to his
or her death or Disability (as defined in the Plan), this option shall become
immediately vested and exercisable in full, whether or not vested and
exercisable at such time, and may be exercised by the Optionee (or, if the
Optionee is not living, by his or her heirs, legatees or legal representatives)
for a period of twelve (12) months from the date the Optionee ceases to be a
director of the Company or until the Expiration Date, if earlier; or
(c) if the Optionee ceases to be a director of the Company due to any
reason other than those discussed in subparagraphs (a) and (b) above, the option
shall terminate immediately and be of no further force and effect;
provided, however, that the exercise of this option shall at all times be
subject to the provisions of paragraph 2 hereof.
7. Miscellaneous.
(a) The option shall not be transferable by the Optionee other than by
will or by the laws of descent and distribution. The option shall be exercisable
during the Optionee's lifetime only by the Optionee or his or her guardian or
legal representative.
(b) The Optionee shall not be deemed for any purpose to be the owner
of any shares of Common Stock subject to this option unless and until (i) the
option shall have been exercised pursuant to the terms hereunder, (ii) the
Company shall have issued and delivered the shares to the Optionee, and (iii)
the Optionee's name shall have been entered as a
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stockholder of record on the books of the Company. Thereupon, the Optionee shall
have full voting, dividend and other ownership rights with respect to such
shares of Common Stock.
(c) Nothing herein contained shall impose any obligation on the
Company or any of its subsidiaries or the Optionee with respect to the
Optionee's continued performance of services for the Company or any of its
subsidiaries. Nothing herein contained shall impose any obligation upon the
Optionee to exercise the option. The Company makes no representation as to the
tax treatment to the Optionee upon receipt or exercise of the option or sale or
other disposition of the shares covered by the option.
(d) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(e) This option does not confer upon the Optionee any rights with
respect to continuance as a director.
(f) Pursuant to Section 10 of the Plan, the Option Committee may at
any time amend or cancel any outstanding portion of this option, but no such
action may be taken which adversely affects the Optionee's rights under this
Agreement without the Optionee's consent.
8. Relationship to the Plan. The option contained in this agreement has
been granted pursuant to the Plan and is in all respects subject to the terms,
conditions and definitions of the Plan. The Optionee hereby accepts this option
subject to all the terms and provisions of the Plan and agrees that all
decisions under and interpretations of the Plan by the Option Committee shall be
final, binding and conclusive upon the Optionee and his heirs.
9. Governing Law. This agreement shall be subject to and construed in
accordance with the law of The Commonwealth of Massachusetts, except to the
extent that such law is preempted by federal law.
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IN WITNESS WHEREOF, the Company and the Optionee have executed this
agreement.
PEOPLE'S BANCSHARES, INC.
By:
__________________________________
Name:
Title:
OPTIONEE
______________________________________
Address of Optionee's Legal Residence:
______________________________________
______________________________________
______________________________________
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