Page ---- ARTICLE I - THE MERGER 1 1.1. Structure of the Merger 1 1.2. Conversion of Stock 1 1.3. Exchange Procedures 6 1.4. Options 9 1.5. Other Rights 10 1.6. Convertible Debentures 10 1.7. Closing 11 ARTICLE II - REPRESENTATIONS AND WARRANTIES 11...Agreement and Plan of Merger • March 24th, 1997 • Dauphin Deposit Corp • State commercial banks • Pennsylvania
Exhibit 10(m) INDEMNIFICATION AGREEMENT This Agreement is made as of ________________, 1995, by and between DAUPHIN DEPOSIT CORPORATION, a Pennsylvania corporation (the "Corporation"), and the individual whose name appears on the signature page hereof...Indemnification Agreement • March 8th, 1996 • Dauphin Deposit Corp • State commercial banks • Pennsylvania
Exhibit 99(c) THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated January 21, 1997, between Dauphin Deposit Corporation,...Stock Option Agreement • March 24th, 1997 • Dauphin Deposit Corp • State commercial banks • Pennsylvania
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 24th, 1997 • Dauphin Deposit Corp • State commercial banks
ARTICLE IChange In • March 24th, 1997 • Dauphin Deposit Corp • State commercial banks • Pennsylvania
a) Share Price Appreciation. Sixty percent ------------------------ (60%) of the Performance Shares awarded in Paragraph 1 shall be deemed to be earned if the average Fair Market Value of Company Common Stock for the forty-five (45) consecutive...Plan Performance Share Agreement • March 24th, 1997 • Dauphin Deposit Corp • State commercial banks
DAUPHIN DEPOSIT CORPORATION 1995 STOCK INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT DATE OF GRANT: MAY 1, 1995 ----------- 1. Grant. Pursuant to the provisions of the 1995 Stock Incentive Plan ----- (the "Plan"), Dauphin Deposit Corporation (the...Dauphin Deposit Corp • March 8th, 1996 • State commercial banks
Exhibit 10(i) SECOND AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE BENEFIT AND CHANGE IN CONTROL AGREEMENT ------------------------------- THIS SECOND AMENDED AND RESTATED AGREEMENT ("Agreement"), made this 17th day of June, 1996, between DAUPHIN...Supplemental Executive Benefit and Change • March 24th, 1997 • Dauphin Deposit Corp • State commercial banks • Pennsylvania
