EXHIBIT 4.3
Officers And Employees
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1997 Stock Option Plan for Outside Directors, Officers and Employees
of Falmouth Bancorp, Inc.
Stock Option Agreement
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__________________________________________________ ______-____-________
Name of Option Recipient Social Security Number
______________________________________________________________________________
Street Address
_____________________________ ______________ ____________
City State ZIP Code
This 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 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*
Option Type (ISO or NQSO)
Vesting
Earliest Exercise Date*
Option Expiration Date*
* Subject to adjustment as provided in the Plan and the General Terms
and Conditions.
By signing where indicated below, Falmouth Bancorp, Inc. (the "Bank")
grants this 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 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 ___________________________ _______________________________________
Name: Name of Recipient
Title:
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 - Officers and Employees
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1997 Stock Option Plan for Outside Directors, Officers and Employees
of Falmouth Bancorp, Inc.
Stock Option Agreement
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General Terms and Conditions
Section 1. Incentive Stock Option. If the Option is designated as
an ISO, 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 ("Code"). If the Option or any part of the Option does not
qualify as an "incentive stock option" under the Plan or the Code, the
Option or the part not qualifying shall be treated 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 close of business on the last day of the 3-month
period commencing on the date of the termination of all employment
with the Bank; provided, however, that if such termination is on
account of death, disability or retirement, such date shall be the
last day of the 1-year period commencing on such termination;
(ii) the date of Termination for Cause; or
(iii) the Option Expiration Date.
(b) If the Option is designated as an ISO, the favorable tax
treatment applicable to incentive stock options may not apply if it is
exercisable more than three months after your termination of employment for
reasons other than total and permanent disability (within this meaning of
section 22(e)(3) of the Code) or more than one year after your termination
of employment due to total and permanent disability.
(c) Upon the termination of the your service with the Company or the
Bank, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited. In the event your termination results from
your death or Disability (as defined in the Plan), the date of your termination
shall be the Earliest Exercise Date for any options that are not already
exercisable. To the extent authorized pursuant to a Plan provision that is
approved by the Bank's shareholders after the one-year anniversary of the
date that the Plan was approved by shareholders, in the event of your
retirement (as defined in the Plan) or a change in control (as defined in
the Plan), the date of such retirement or change in 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, 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) or, if less, the
total number of shares of optioned Common Stock then available for
purchase. 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 duly endorsed for transfer and with all necessary stock transfer tax
stamps attached, already owned by you 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). If this Option is
designated as an ISO, you shall not, without the prior written approval of
the Committee, dispose of shares of Common Stock acquired pursuant to the
exercise of an "Incentive Stock Option" until after the later of (i) the
second anniversary of the date on which the Incentive Stock Option was
granted, or (ii) the first anniversary of the date on which the Incentive
Stock Option was exercisable.
Section 5. Delivery and Registration of Optioned Shares. As soon as
is practicable following the date on which you have 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 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 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 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 or the Bank. 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
(b) If to you, to your 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 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
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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: _____________________________________
Option Grant Date: _____________, ________ Exercise Price per share: $____.__
Month and Day (Year)
EXERCISE PRICE Compute the Exercise Price below and select a method of
payment.
Total Exercise Price _______________ x $_________._____ = $________________
(No. of Shares) (Exercise Price) Total Exercise Price
Method of Payment
[ ] I enclose a certified check, money order, or Company
draft payable to the order of Falmouth Bancorp, Inc.
in the amount of $_______
[ ] I enclose Shares duly endorsed for transfer to the
Company with all stamps attached and having a fair
market value of $_______
Total Exercise Price $_______
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
____________________________________ ______-____-________ ____________
____________________________________
____________________________________ ______-____-________ ____________
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.
___________________________________________________ _______________
Signature Date
_______________________________________________________________________
Address
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Internal Use Only
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Corporate Secretary
Received [check one]: [ ] By Hand [ ] By Mail Post Marked
___________________
Date of Post Mark
By __________________________________________ ___________________
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
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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
Making Designation ___________________ Social Security Number _____-___-______
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
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________ 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
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________
________________ ________________ ____________ _________ ___________%
________________ 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.
_______________________________________ __________________
Your Signature Date
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Internal Use Only
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This Beneficiary Designation was received Comments
by the Corporate Secretary of Xxxxxxxx
Xxxxxxx, Inc. on the date indicated.
By ________________________ ________
Authorized Signature Date
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