EXHIBIT 4.5
TAPPAN ZEE FINANCIAL, INC. 1996 STOCK OPTION PLAN
FOR OFFICERS AND EMPLOYEES
INCENTIVE STOCK OPTION AGREEMENT
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NAME OF OPTIONEE SOCIAL SECURITY NUMBER
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STREET ADDRESS
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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.
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Option Grant (A) (B) (C) (D) (E)
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Grant Date:
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares*
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Exercise Price Per Share*
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VESTING
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Earliest Exercise Date*
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Option Expiration Date*
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*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:
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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.
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
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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.
00 Xxxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: COMPENSATION COMMITTEE
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(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.
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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., 00 Xxxxxxxx, Xxxxxxxxx, Xxx Xxxx
00000, 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
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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.
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Signature Date
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Address
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COMPENSATION COMMITTEE
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked _________________
Date of Post Xxxx
By_______________________________________________ _________________
Authorized Signature Date of Receipt
