THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION AND INCENTIVE PLAN
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
On the date of grant specified below, the Stock Option
Committee of The Sandwich Co-operative Bank (the "Bank") hereby
grants to __________ (the "Optionee") a total of _____ Stock
Appreciation Rights (SARs), subject to the terms and conditions
set forth in The Sandwich Co-operative Bank 1994 Stock Option
and Incentive Plan (the "Plan") (a copy of which is available to
the Optionee upon request). The terms and conditions of the
Plan are incorporated herein by reference.
(a) The exercise price is $_____ for each share, such
price being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
option.
(b) The SAR shall be exercisable to the extent permitted
in the Plan.
(c) The SAR shall be accepted for surrender by the
Optionee in consideration for the payment by the Bank of an
amount equal to the excess of the fair market value on the date
of exercise of the Shares of Common Stock subject to such SAR
over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common
Stock or in cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance
with Section 12 of the Plan.
(f) The SAR may be exercised only in accordance with
Sections 8, 9, and 12 of the Plan, and only when there is a
positive spread, i.e., when the market price of the Common Stock
subject to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict
between this Agreement and the Plan, the Plan shall be
controlling and supercede any conflicting or inconsistent
provision of the Agreement.
THE SANDWICH CO-OPERATIVE BANK
1994 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By:____________________________
Date of Grant: ATTEST:
______________ _______________________________
