EXHIBIT 4.4
OUTSIDE DIRECTORS
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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Name of Option Recipient Social Security Number
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Street Address
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City State ZIP Code
This Non-Qualified Stock Option Agreement is intended to set forth the terms
and conditions on which a Stock Option has been granted under the 1997 Stock
Option Plan for Outside Directors, Officers and Employees of Falmouth Bancorp,
Inc. 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.
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Option Grant (A) (B) (C) (D) (E)
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Grant Date:
Class of Optioned Shares* Common Common Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
Vesting
Earliest Exercise Date*
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, Falmouth Bancorp, Inc. (the "Company") grants
this Non-Qualified Stock Option with respect to the shares of its common stock,
par value $0.01 per share ("Common Stock"), identified above, upon the
specified terms and conditions, and the Option Recipient 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.
FALMOUTH BANCORP, INC. OPTION RECIPIENT
By
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Name: Xxxxx X. Xxxxxxxxxxx Name of Recipient
Title: President and Chief Executive Officer
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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 - OUTSIDE DIRECTORS
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
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 ("Code"). This Option shall be
treated for all purposes as a Non-Qualified Stock Option under the Code.
Section 2. Option Period. (a) You 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) the date of your "removal for cause" determined in accordance
with the Company's By-Laws; 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 your service with the Company, any Option
granted hereunder whose Earliest Exercise Date has not occurred is deemed
forfeited. In the event your service terminates on account of a Change in
Control or your Retirement, Disability or death, the date of your termination
of service shall be the Earliest Exercise Date for any Option that is not
already exercisable.
Section 3. Exercise Price. During the Option Period, and after the
applicable Earliest Exercise Date, you 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. You may, at any time during the Option
Period provided by section 2, exercise your 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) shares or the total number of shares of
optioned Common Stock then available for purchase, if less. You may 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 Common Stock 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 Falmouth Bancorp, Inc., (ii) in shares of Common Stock, already owned by
you, duly endorsed for transfer and with all necessary stock transfer tax
stamps attached, 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, (iii) by requesting the
Company to cancel, without payment, shares of optioned Common Stock having a
fair market value (determined by the Committee in accordance with provisions of
the immediately preceding subsection (ii)) equal to the Exercise Price of the
Options being exercised, or (iv) in a combination of any of the foregoing
methods.
Section 5. Delivery and Registration of Optioned Shares. As soon as
practicable following the date on which you have satisfied the requirements of
section 4, the Committee shall take such action necessary to cause the Company
to issue a stock certificate evidencing your ownership of the optioned Common
Stock that has been purchased. You shall have no right to vote or to receive
dividends, nor have any other rights with respect to optioned Common Stock,
prior to the date as of which such optioned Common Stock is transferred to you
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
elimi nating 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 person 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 8.3
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, any exercisable 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 of Common Stock (other than
a dividend payable in shares of Common Stock) which results in a nontaxable
return of capital to the holders of shares of Common Stock for federal income
tax purposes, or otherwise than by dividend makes distribution of property to
the holders of its shares of Common Stock, at the election of the Committee,
the Company shall either (i) make an equivalent payment to each Person holding
an outstanding Option as of the record date for such dividend or distribution
in accordance with section 8.3 of the Plan or (ii) adjust the Exercise Price
per share of outstanding Options in such a manner as the Committee may
determine to be necessary to reflect the effect of the dividend or
distribution, or (iii) take any other action described in section 8.3(c) of the
Plan.
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 you any right to a continuation of service by
the Company. You 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:
Falmouth Bancorp, Inc.
00 Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Corporate Secretary
With a copy to:
Xxxxxxx Xxxxxxxx & Xxxx
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
(b) If to you, to your address as shown in the personnel records
of the Company or Falmouth Co-operative Bank, as applicable.
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 you other
than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a Beneficiary who may exercise your Options
following your death, complete the attached Appendix B and file it with the
Corporate Secretary of Falmouth Bancorp, Inc.
Section 11. Successors and Assigns. This Agreement shall inure to the
benefit of and shall be binding upon the Company and you and your 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 Commonwealth of
Massachusetts 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 you.
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, you
acknowledge receipt of a copy of the Plan.
APPENDIX A TO STOCK OPTION AGREEMENT
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
Notice of Exercise of Stock Option
Use this Notice to inform the Committee administering the 1997 Stock Option
Plan for Outside Directors, Officers and Employees of Falmouth Bancorp, Inc.
("Plan") that you are exercising your right to purchase shares of common stock
("Shares") of Falmouth Bancorp, Inc. (the "Company") pursuant to an 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 Stock Option Agreement entered
into between the Company and the Option Recipient ("Agreement"). This Notice
should be personally delivered or mailed by certified mail, return receipt
requested to: Falmouth Bancorp, Inc., 00 Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx
00000 Attention: Corporate Secretary. The effective date of the exercise of the
Option shall be the earliest date practicable following the date this Notice is
received by the Company, 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.
OPTION INFORMATION Identify below the Option that you are exercising by
providing the following information from the Stock Option
Agreement.
Name of Option Recipient:
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Option Grant Date: Exercise Price per share: $ .
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(Month and Day) (Year)
EXERCISE PRICE Compute the Exercise Price below and select a method of payment.
Total Exercise Price x $ . = $
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(No. of Shares) (Exercise Price) Total Exercise Price
Method of Payment
[ ] I enclose a certified check, money order, or bank
draft payable to the order of Falmouth Bancorp, Inc.
in the amount of $
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[ ] I enclose Shares duly endorsed for transfer to the
Company with all stamps attached and having a fair
market value of $
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[ ] I hereby request that the Committee cancel the number
of Shares covered by my Stock Option Agreement with
the Company having a fair market value of $
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Total Exercise Price $
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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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WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified Stock
Options 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 the Company
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]:
[ ] With a certified or bank check that I will deliver to the
Committee on the day after the Effective Date of my Option
exercise.
[ ] With the proceeds from a sale of Shares that would otherwise
be distributed to me.
[ ] Retain 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.
COMPLIANCE WITH TAX AND SECURITIES LAWS
SIGN HERE
I understand that I must rely on, and consult with, my own tax and legal
counsel (and not the Company) 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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------------------------------ Internal Use Only ------------------------------
Corporate Secretary
Received [check one]: [ ] By Hand [ ] By Mail Post Marked
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Date of Post Xxxx
By
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Authorized Signature Date of Receipt
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APPENDIX B TO STOCK OPTION AGREEMENT
1997 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
OF FALMOUTH BANCORP, INC.
Beneficiary Designation Form
GENERAL INFORMATION Use this form to designate the Beneficiary(ies) who
may exercise Options outstanding to you at the time of
your death.
Name of Person Social
Making Designation Security Number - -
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BENEFICIARY DESIGNATION Complete sections A and B. If no percentage shares
are specified, each Beneficiary in the same class
(primary or contingent) shall have an equal share.
If any designated Beneficiary predeceases you, the
shares of each remaining Beneficiary in the same
class (primary or contingent) shall be increased
proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving
the right to change or revoke this designation
at any time prior to my death:
Name Address Relationship Birthdate Share
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Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s)
as my contingent Beneficiary(ies) under the
Plan to receive benefits only if all of my
primary Beneficiaries should predecease me,
reserving the right to change or revoke this
designation at any time prior to my death as
to all outstanding Options:
Name Address Relationship Birthdate Share
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------------------------ --------------------------- ---------------------- --------------- -----------%
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Total = 100%
SIGN HERE
I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Falmouth
Bancorp, Inc. prior to my death, and that it is subject to all of the
terms and conditions of the Plan. I also understand that an effective
Beneficiary designation revokes my prior designation(s) with respect to
all outstanding Options.
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Your Signature Date
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This Beneficiary Designation was received by Comments
the Corporate Secretary of Falmouth Bancorp,
Inc. on the date indicated.
By
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Authorized Signature Date
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