FIRST INTERNATIONAL BANCORP. INC.
1996 STOCK OPTION AGREEMENT
FIRST INTERNATIONAL BANCORP, INC. (the "BANK HOLDING COMPANY) a
Delaware corporation having its principal place of business in Hartford,
Connecticut, hereby grants to Xxxxxx Xxxxx (the "OPTIONEE") as of April 29,
1998 an option to purchase a total of 1,000 shares of Common Stock of First
International Bancorp, Inc., at the price set forth below, and in all
respects subject to the terms, definitions and provisions of the Amended
and Restated 1996 Stock Option Plan (the "PLAN") adopted by the Bank
Holding Company, which is incorporated herein by reference. The option
granted herein will not be treated as an incentive stock option.
1. Option Price. The Option Price is $16.3125 for each share
2. Exercise of Option. The Option shall be exercisable in
accordance with the provisions of Section 9 of the Plan as follows:
(iv) Right to Exercise. This Option shall be exercisable as
follows: (a) up to 25% of the shares subject to this Option may be
purchased at any time after one year from the date that this Option is
granted (and prior to the termination of the Option); (b) up to 50%
(including any shares purchased pursuant to clause (a) above) of the shares
subject to this Option may be purchased at any time after two years from
the date that this Option is granted (and prior to the termination of the
Option); up to 75% (including any shares purchased pursuant to clauses (a)
and (b) above) of the shares subject to this Option (c) may be purchased
purchased at any time after three years from the date that this Option is
granted (and prior to the termination of the Option); and (d) up to 100%
(including any shares purchased pursuant to clauses (a), (b) and (c) above)
of the shares subject to this Option may be purchased at any time after
four years from the date that this Option was granted (and prior to the
termination of the Option).
(v) Method of Exercise. This Option shall be exercisable
by written notice which shall state the election to exercise the Option,
the number of shares in respect of which the Option is being exercised, and
such other representations and agreements as to the holder's investment
intent with respect to such shares of Common Stock as may be required by
the Bank Holding Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the President of the Bank Holding Company.
The written notice shall be accompanied by payment of the Option Price.
Payment of the Option Price shall be made by cash or certified check or
cashiers check. The certificate or certificates for shares of Common Stock
as to which the Option shall be exercised shall be registered in the name
of the Optionee and shall contain any legend that the Bank Holding Company
or its counsel may deem necessary or desirable.
(vi) Restrictions on Exercise. This Option may not be
exercised if the issuance of such shares upon such exercise would
constitute a violation of any applicable Federal or state securities law or
other law or regulation.
3. Term of Option. This Option may not be exercised more than 10
years from the date of grant of this Option, as set forth above, and may be
exercised during such term only in accordance with the Plan and the terms
of this Option.
4. Representations. The Optionee represents and warrants to the
Bank Holding Company that the Optionee is acquiring the Option and will be
acquiring the Common Stock for the Optionee's own account for investment
and not with a view toward distribution thereof.
5. Governing Law. This Agreement shall be governed by the laws of
the United States, where applicable, and otherwise by the laws of the State
of Delaware.
6. Tax Withholding Requirement. The Optionee understands and
acknowledges that, prior to or after issuing Shares upon the exercise of an
Option, the Bank Holding Company has the right to withhold and deduct any
taxes required to be withheld by the Bank Holding Company under any
federal, state or local law (the "TAXES"). At its option, the Bank Holding
Company may withhold such taxes by withholding additional amounts from the
salary of the Optionee or by reducing the number of shares delivered to the
Optionee hereunder. To the extent the Bank Holding Company is unable to
withhold and/or deduct any Taxes, the Optionee shall, upon notice from the
Bank Holding Company, remit to the Bank Holding Company on demand the
amount of such Taxes.
FIRST INTERNATIONAL BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Its Executive Vice President
Agreed to and accepted this 7th day of May, 1998.
Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that Optionee is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of
Directors of the Bank Holding Company upon any questions arising under the
Plan.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx Xxxxx
FIRST INTERNATIONAL BANCORP, INC.
AMENDED AND RESTATED 1996 STOCK OPTION PLANS
1. Purpose of the Plan. The purpose of the 1996 Stock Option Plans
is to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to certain key
Directors and officers of FIRST INTERNATIONAL BANCORP, INC. and any
subsidiaries which FIRST INTERNATIONAL BANCORP, INC.
presently owns or controls or may hereafter organize or acquire, and to
promote the success of the business.
2. Definitions. As used herein the following definitions shall
apply.
(a) "Bank Holding Company" shall mean FIRST INTERNATIONAL
BANCORP, INC. or any direct or indirect subsidiary now owned or hereafter
acquired by Bank Holding Company.
(b) "Board" shall mean the Board of Directors of FIRST
INTERNATIONAL BANCORP, INC.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Common Stock" shall mean the Common Stock of the Bank
Holding Company.
(e) "Directors" means Directors of First International Bancorp,
Inc. or of any direct or indirect subsidiary now owned or hereafter
acquired by First International Bancorp, Inc.
(f) "Employee" shall mean a regular, salaried full-time ("full-
time" as used herein is defined as an employee working 20 or more hours per
week) employee (as the term "employee" is used in Section 422 of the Code)
of the Bank Holding Company or one of its subsidiaries, as the term
"subsidiary corporation" is defined in Section 424 of the code.
(g) "Option" shall mean a stock option granted pursuant to the
Plan.
(h) "Option Price" shall mean the price determined by the Board
pursuant to the Plan.
(i) "Optioned Stock" shall mean the stock subject to an Option
granted pursuant to the Plan.
(j) "Optionee" shall mean an Employee who received an Option.
(k) "Plan" or "Plans" shall mean collectively the Amended and
Restated 1996 Stock Option Plans. Although the Plans shall be subject to
the same terms and conditions except as otherwise expressly stated herein,
they shall be deemed to be two Plans. One of the Plans encompasses Options
granted to the Directors, while Options will be granted on the terms set
forth herein without discretion by the Board with respect thereto; the
other Plan encompasses Options granted to persons other than Directors,
which Options will be granted as and when determined by the Board.
(l) "Share" shall mean a share of Common Stock of the Bank Holding
Company as adjusted in accordance with Section 12 of the Plan.
3. Stock Subject to the Plan. Subject to the provisions of Section
12 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the plan is Two hundred thousand three hundred
sixteen (200,316) of Common Stock of the Bank Holding Company. Such Shares
may be authorized but unissued shares.
If an option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for other Options under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board.
The Board may act hereunder through a Committee of two or more Directors (a
"Committee"). References herein to the granting of Options by the Board,
the authority of the Board, and the decisions, determinations and
interpretations of the Board are intended to include any Options granted by
the Committee, exercise of authority by the Committee, and any decisions,
determinations and interpretations by the Committee.
(b) Powers of the Board. Subject to the provisions of the Plan,
the Board shall have the authority: (i) to grant to any officer who is an
Employee an Option to purchase Shares of the Bank Holding Company, which
shall be conditioned on the execution by such officer of a Stock Option
Agreement substantially in the form of Exhibit A hereto (with such
modifications as the Board may desire, within the terms of this Plan and
within the requirements of the law); (ii) to determine the Option Price for
any Shares to be issued pursuant to an Option granted under the Plan, the
officer to whom, and the time or times at which, Options shall be granted,
and the number of Shares to be represented by each Option, the time or
times at which Options may be exercised, and the term of each Option which
in no event shall be more than ten (10) years from the date of the grant of
the Option; (iii) to interpret the Plan; (iv) to prescribe, amend and
rescind rules and regulations relating to the Plan; (v) to determine the
terms and provisions of each Option granted under the Plan (which need not
be identical) and, with the consent of the holder thereof, to modify or
amend each Option; (vi) to authorize any person to execute on behalf of the
Bank Holding Company any instrument required to effectuate the grant of an
Option previously granted by the Board; and (vii) to make all other
determinations deemed necessary or advisable for the administration of the
Plan. Options shall be granted to members of the Board of Directors of the
Company only pursuant to section 4(e) below.
(c) Effect of Board's Decision. All decisions, determinations
and interpretations of the Board shall be final and binding on all
Optionees and any other holders of any Options granted under the Plan.
(d) Minimum Grants to Officers. The grants of Options pursuant
to Section 4(b) above shall include the following (in addition to any other
Options that may be granted):
(i) Each Vice President, Senior Vice President, and
Executive Vice President of the Company employed by the Bank Holding
Company prior to January 1, 1996 shall receive, on the date that this Plan
is adopted by the Board, an Option to purchase the number of shares by
which the Applicable Initial Option exceeds the sum of (A) the number of
Shares that each such person had the option to buy from the Bank Holding
Company immediately prior to the adoption of this Plan by the Board, plus
(B) the number of Shares purchased by such Employee from the Bank Holding
Company at any time prior to the adoption of the Plan pursuant to the
exercise of a stock option (regardless of whether such existing or previous
options were granted pursuant to an option plan and regardless of whether
such existing options were vested or immediately exercisable). For the
purposes of this Plan, the "Applicable Initial Option" shall be the number
of Shares obtained by (A) taking the Compensation Percentage Amount of each
such person's aggregate (i.e., cumulative) base salary since the date of
such person's employment by the Bank Holding Company, and (B) dividing such
Compensation Percentage Amount by the fair market value of each Share, as
determined by the Board on the date that this Plan is adopted by the Board,
and the "Compensation Percentage Amount" is 5% of such cumulative base
salary for Vice Presidents, 10% of such cumulative base salary for Senior
Vice Presidents, and 20% of such cumulative base salary for Executive Vice
Presidents.
(ii) Each Vice President, Senior Vice President, and
Executive Vice President of the Bank Holding Company shall receive, at such
time as the Board shall determine during the first 4 months of each fiscal
year of the Company while such person continues to hold such position, an
option to purchase the number of Shares equal to their Applicable
Additional Option. For the purposes hereof, the "Applicable Additional
Option" shall be the number of shares obtained by (A) taking the
Compensation Percentage Amount (as defined in clause (i) above) of each
such person's annual base salary as of the end of the immediately preceding
fiscal year of the Company, and (B) dividing such Compensation Percentage
amount by the fair market value of each Share, as determined by the Board
on the date that the Options are granted.
(e) Grants to Directors. (i) Options to Directors shall be
granted only pursuant to this Section 4(e). Immediately subsequent to the
annual meeting of shareholders of the Company each year during the term of
the Plan (the "Director Option Date"), commencing with the 1998 Director
Option Date, each Director who was a Director immediately prior to such
annual meeting and who physically attended at least 80% of the sum of (A)
the meetings of the board of directors of the Bank Holding Company (if such
person is a Director of the Bank Holding Company) and (B) the meetings of
any subsidiary thereof of which such person is a Director (including for
such purpose meetings of committees of which such person is a member) since
the previous year's annual meeting (or, if such person became a Director
after the previous year's annual meeting, during the time that such person
was a Director) shall receive an Option to purchase 1,000 Shares of Common
Stock. Each Director who was not a Director immediately prior to such
annual meeting shall also receive an Option to purchase 1,000 Shares of
Common Stock. Each Option granted to a Director under this paragraph shall
remain outstanding for a term of ten years. Each such Option shall vest
and become exercisable 25% one year after the granting of the option; 50%
two years after the granting of the option; 75% three years after the
granting of the option; and 100% four years after the granting of the
option; by way of example, if 12% of the option is exercised between one
year and two years after the granting of the option, an additional 38% of
the option may be exercised after two years. If a person is a director of
more than one entity, such Director nevertheless may only receive one 1,000
share Option in any year under this paragraph.
(ii) The Option Price for Options granted hereunder to
directors shall be the fair market value of the Shares on the applicable
Director Option Date. If the Shares are traded on a stock exchange on the
applicable Director Option Date, the fair market value for Options granted
to directors shall be the closing price on the primary stock exchange on
which the Shares are traded; if the Shares are not traded on a stock
exchange but are publicly traded, the fair market value for Options granted
to directors shall be the average of the closing bid and asked prices on
such date; if the Shares are not publicly traded, the fair market value
shall be such price per Share as is determined by a disinterested Committee
of the Board or by an independent appraiser retained by the Board.
5. Eligibility. Options under the Plan may be granted only (a) to
members of the Board of Directors of the Bank Holding Company, or (b) to
officers who are Employees and who have been appointed as a Vice President
or a higher position with the Bank Holding Company as the Board shall
select. An officer or Director who has been granted an Option may, if such
officer or Director is otherwise eligible, be granted an additional Option
or Options.
6. Term of Plan. The Plan shall become effective upon its adoption
by the Board; subject, however, to approval by the holders of at least two-
thirds of the outstanding stock of each class of the Bank Holding Company
within twelve (12) months thereafter. The exercise of any Option granted
prior to such shareholder approval shall be conditioned on such shareholder
approval. The Plan shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 14 of the Plan.
7. Term of Option. The term of each Option granted under the Plan
shall be no greater than ten (10) years from the date of grant thereof.
8. Option Price. The Option Price for the Shares to be issued
pursuant to any such Option granted under the Plan (except for Options
granted to Directors) shall be any price determined by the Board; provided,
however, such Option Price shall in no event be less than one hundred
percent (100%) of the fair market value per share of the Bank Holding
Company's Common Stock at the date of the grant of the Option, as
determined by the Board.
9. Vesting. Except as the Board may otherwise provide in an
Optionee's written Stock Option Agreement and except for Options granted
hereunder to Directors, the Option shall be 25% vested one year after the
granting of the option; 50% vested after two years; 75% vested after 3
years; and 100% vested after 4 years. An Option may not be exercised for a
number of shares (including previous exercises under such Option) that is
greater than the percentage of the Option that has vested.
10. Exercise of Option.
(a) Procedure for Exercise. Any Option granted hereunder shall
be exercisable on such terms and conditions as are set forth in the Stock
Option Agreement entered into between the Bank Holding Company and the
Optionee with respect to the grant of such Option. The Option Price of the
Shares as to which an Option shall be exercised shall be paid in full at
the time of exercise, at the election of the Optionee, in cash or currency
of the United States of America, certified check or bank cashier's check.
An Option shall be exercised when written notice of such exercise has
been given to the Bank Holding Company in accordance with the terms of the
Optionee's Stock Option Agreement by the person entitled to exercise the
Option and payment as described above for the Shares with respect to which
the Option is exercised has been received by the Bank Holding Company
accompanied by any other representations or agreements required by the
terms of this Plan or the Optionee's Stock Option Agreement granted
hereunder.
(b) Termination of Employment or Cessation of Directorship. If
an Optionee ceases to be a Director or an Employee of the Bank Holding
Company for any reason, whether voluntary or involuntary, with or without
cause, including without limitation retirement (but not including
termination due to death or permanent disability (as such term is used in
Section 22(e)(3) of the Code), the Option will automatically expire as of
the date of the termination of such Optionee's directorship or employment
as the case may be. The Plan shall not confer upon any Optionee any right
with respect to continuation of directorship or employment by the Bank
Holding Company, nor shall it interfere in any way with such Employee's
right or the Bank Holding Company's right to terminate such Director's term
or Employee's employment at any time. If the Optionee's directorship or
employment is terminated due to the Optionee's death or permanent
disability, the Optionee (or the personal representative of the Optionee,
as applicable) may exercise the vested portion of the Option during the 90
day period commencing on the date that the Optionee's employment is
terminated.
11. Non-Transferability of Options. Except to the extent expressly
provided in Section 10(b) above, the Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
12. Adjustment Upon Changes in Capitalization. In the event there is
any change in the Common Stock through the declaration of stock dividends,
or through recapitalization resulting in a stock split, or combination or
exchange of Shares, or otherwise, the Board shall appropriately adjust the
number of class of Shares covered by any Option but which are unexercised,
as well as the price to be paid therefor so as to equal the same number of
Shares that a record holder of an equal number of Shares immediately prior
to such event would own or be entitled to receive after the happening of
such event. Any such adjustment shall be determined by the Board as to
Options other than those held by Directors, but Options held by Directors
shall be adjusted in the same manner. In the event of any such change in
the outstanding Common Stock, the Board shall appropriately adjust the
aggregate number and class of shares available under the Plan.
In the case of any such change in the Common Stock, the aggregate
option price in each Optionee's Stock Option Agreement of all the Shares
covered thereby prior to such change, shall be the aggregate option price
for all the shares or other securities substituted for such shares or to
which such shares are adjusted, and the Option Price per share after such
change shall be determined accordingly.
In the case of any consolidation of the Bank Holding Company with, or
merger of the Bank Holding Company into, any other corporation (other than
a consolidation or merger in which the Bank Holding Company is the
continuing corporation), or in case of any sale or transfer of all or
substantially all of the assets of the Bank Holding Company, and, in
particular, in the event of the acquisition of the majority of the Common
Stock of the Bank Holding Company by a holding company, the Corporation
formed by such consolidation or the corporation into which the Bank Holding
Company shall have been merged or the corporation which shall have acquired
such assets or Common Stock, as the case may be (the "Acquiring
Corporation"), shall execute and deliver to each Optionee a supplemental
stock option agreement providing that the Holder of each Option then
outstanding shall have the right, during the period such Option shall be
outstanding pursuant to its terms, to exercise such Option (to the extent
vested) as to the kind and amount of shares of stock receivable upon such
acquisition, consolidation, merger, sale or transfer by a holder,
immediately prior to such acquisition, consolidation, merger, sale or
transfer, of the total number of shares subject to the Option. Such
supplemental stock option agreement shall provide for adjustments which
shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article. The provisions of this Section shall
similarly apply to successive acquisitions, consolidations, mergers, sales
or transfers. The supplemental stock option agreement shall also provide
for the exercise of Options using stock of the corporation which is the
subject of the Option.
No fractional Shares of the Common Stock shall be issuable on account
of any action aforesaid, and the aggregate number of Shares into which
Shares then covered by the Option when changed as a result of such action
shall be reduced to the largest number of whole shares resulting from such
action, unless the Board (or in the event of an acquisition, consolidation,
merger, sale or transfer as described above, the Board of Directors of the
Acquiring Corporation), in its discretion, shall determine to issue scrip
certificates. In such event, the scrip certificates shall be in a form and
have such terms and conditions as the Board (or the Board of Directors of
Acquiring Corporation, as the case may be) in its discretion shall
prescribe.
13. Time of Granting Options. The date of grant of an Option under
the Plan other than Options granted to Directors shall, for all purposes,
be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each Employee to
whom an Option is so granted within a reasonable time after the date of
such grant. Options to Directors shall be granted at the times provided
for in Section 4(e) above.
14. Amendment and Termination of the Plan.
(a) Amendment. The Board, without approval of the shareholders,
may amend the Plan from time to time in such respects as the Board may deem
desirable; provided, however, the Board may not extend the term of the
Plan, increase or decrease the aggregate number of Shares subject to the
Plan (except as provided in Section 12 of the Plan), or alter the class of
employees eligible to receive Options without the approval of the Bank
Holding Company's shareholders; and further provided that the Board may not
amend Sections 4(e) and 9 more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security
Act, or the rules thereunder.
(b) Termination. The Board, without approval of the
shareholders, may at any time terminate the Plan.
(c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated and shall be deemed to incorporate the terms of this
Plan as it existed on the dates the Options were granted.
15. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an Option granted under the Plan unless the exercise of
such Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the rules and regulations promulgated thereunder,
the requirements of any stock exchange upon which the Shares may then be
listed, and the applicable counsel for the Bank Holding Company with
respect to such compliance.
As a condition to the exercise of an Option, the Bank Holding Company
may require a person exercising such Option to represent and warrant at the
time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Bank Holding Company such a
representation is necessary or desirable under any of the aforementioned
relevant provisions of law.
16. Reservation of Shares. The Bank Holding Company, during the term
of this Plan, will at all times reserve and keep available, the number of
Shares as shall be sufficient to satisfy the requirements of the Plan.
Inability of the Bank Holding Company to obtain from any regulatory
body having jurisdiction such as authority as is deemed by the Bank Holding
Company's counsel to be necessary for the lawful issuance and sale of any
shares hereunder shall relieve the Bank Holding Company of any liability
with respect of the non-issuance or sale of such Shares as to which such
requisite authority shall not have been obtained.
17. Use of Proceeds. All proceeds received by the Bank Holding
Company under the Plan shall be used for its general corporate purposes.
18. Tax Withholding Requirement. The Board may require the Optionee,
in the Optionee's Stock Option Agreement, to agree to remit to the Bank
Holding Company any amount of federal, state or local taxes required to be
withheld by the Bank Holding Company in connection with the issuance of the
Shares.
