0001193125-06-005903 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MASSBANK CORP.
Non-Qualified Stock Option Agreement • January 13th, 2006 • Massbank Corp • State commercial banks

Pursuant to the MASSBANK Corp. 2004 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), MASSBANK Corp. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $1.00 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE MASSBANK CORP.
Incentive Stock Option Agreement • January 13th, 2006 • Massbank Corp • State commercial banks

Pursuant to the MASSBANK Corp. 2004 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), MASSBANK Corp. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $1.00 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE MASSBANK CORP.
Non-Qualified Stock Option Agreement • January 13th, 2006 • Massbank Corp • State commercial banks

Pursuant to the MASSBANK Corp. 2004 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), MASSBANK Corp. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $1.00 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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