STOCK OPTION AGREEMENT
By and Between
XXXXXX XXXXXXX
and
CBC BANCORP, INC.
Dated as of July 23, 1996
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated and effective as of July
23, 1996, by and between Xxxxxx Xxxxxxx (the "Optionee") and CBC
Bancorp, Inc. ("CBC"), a Connecticut corporation and parent company of
the Connecticut Bank of Commerce (the "Bank").
WHEREAS, the Optionee is regarded as a key employee of CBC and the Bank,
and the respective Board of Directors of CBC and of the Bank has each
determined that it would be to the advantage and in the interest of CBC
and the Bank and the shareholders of CBC to grant the option provided
for herein to the Optionee as an inducement to remain in the service of
CBC and the Bank as an incentive for increased effort during such
service; and
WHEREAS, CBC and the Optionee wish to set forth the terms and conditions
of the option granted to Optionee hereunder.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto hereby
agree as follows:
1. Grant of Option. On the terms and conditions contained in this
Agreement and subject to the vesting requirements contained in Section 2
hereof, CBC hereby grants to Optionee an option (the "Option") to
purchase in the aggregate such number of shares of common stock, par
value $0.01 per share (the "Common Stock") of CBC as shall represent 5
percent of the total Common Stock issued and outstanding at the time of
exercise at a price of $0.05 per share (representing the market price of
the Common Stock on
res". The number of shares of Common Stock that may be received upon
exercise of the Option is subject to further adjustment from time to
time as provided for herein.
2. Exercise of Option. The Option shall vest and be exercisable by
the Optionee at the rate of one and a quarter percent (1.25%) of the
issued and outstanding shares of Common Stock for each year of
employment up to a maximum of 5 percent. The first anniversary of
Optionee's employment is March 31, 1997. The Optionee's' Option will
fully vest on March 31, 2000, the fourth anniversary of the Optionee's
employment. Subject to the earlier termination of the Option as
provided in Section 3 hereof, the Opt
"Option Period"). Any Option not exercised by the Optionee during the
Option Period shall terminate. In the event Optionee wishes to exercise
the Option, Optionee shall send a written notice to CBC specifying the
total number of Option Shares it wishes to purchase and a place and date
between one and ten business days inclusive from the date such notice is
given for the closing of such purchase (the "Closing"), provided,
however, that the Closing shall not occur prior to the receipt of all
required regulatory approvals, if any, in respect of such exercise.
3. Termination. This Options shall terminate and be of no force or
effect upon the happening of whichever of the following events occurs
first:
(a) The expiration of the Option Period.
(b) The termination of the Optionee's employment with CBC or the Bank;
provided, however, that, to the extent the Option is exercisable
immediately prior to such termination of employment, this Option shall
remain exercisable for a period of six months by the Optionee for all
Options which have vested pursuant to Section 2 hereof.
(c) The expiration of twelve months after the death of the Optionee,
provided, however, that the Optionee's estate, personal representative
or beneficiary, as the case may be, shall have the right to exercise the
Option to the extent the Option was exercisable immediately prior to the
Optionee's death and the Option is exercised by the Optionee's estate,
personal representative or beneficiary during the twelve month period.
4. Registration Rights. Under the terms set forth in Section 4 hereof,
the Optionee shall have the right to demand registration by CBC of the
Option Shares in a registration statement under the Securities Act (the
"Registration Statement") and CBC shall cause such Registration
Statement to become effective and remain current in order to permit the
sale or other disposition of this Option and any Option Shares in
accordance with any plan of disposition adopted by Optionee. In
connection with such registration, CBC shall cause to be delivered to
Optionee such certificates, opinions, accountants' letters and other
documents as Optionee shall reasonably request. All expenses incurred
by CBC in complying with the provisions of this Section 4, including,
without limitation, all registration and filing fees, printing expenses,
fees and disbursements of counsel for CBC and blue sky fees and expenses
shall be paid by CBC, except that all underwriting discounts and selling
commissions and all fees and disbursements of counsel for Optionee shall
be paid by Optionee whose Option or Option Shares are the subject of
such registration.
5. Payment and Delivery of Certificates. At any Closing hereunder,
Optionee will make payment to CBC of the aggregate price for the Option
Shares so purchased by delivery of immediately available funds and CBC
will deliver to Optionee a stock certificate or certificates
representing the number of Option Shares so purchased, registered in the
name of Optionee or Optionee's designee in such denominations as were
specified by Optionee in his notice of exercise.
6. Representations and Warranties of CBC. CBC hereby represents and
warrants to Optionee as follows:
(a) Authority Relative to this Agreement. CBC has full corporate power
and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by the Board of Directors
of CBC and no other corporate proceedings on the part of CBC are
necessary to authorize this Agreement or to consummate the transactions
so contemplated. This Agreement has been duly and validly executed and
delivered by CBC and, assuming this Agreement constitutes a valid and
binding obligation of Optionee, this Agreement constitutes a valid and
binding agreement of CBC, enforceable against CBC in accordance with its
terms.
(b) Option Shares. CBC has taken all necessary corporate action to
authorize and reserve and to permit it to issue, and at all times, from
the date hereof through the termination of this Agreement in accordance
with its terms will have reserved for issuance upon exercise of the
Option such number of shares of Common Stock as may be required to be
issued under this Option. All Option Shares, upon issuance pursuant
hereto, shall be duly authorized, validly issued, fully paid,
nonassessable, and shall be delivered free and clear of all claims,
liens, encumbrances and security interests and not subject to any
preemptive rights.
7. Adjustment Upon Changes in Capitalization. In the event of any
change in the shares of Common Stock by reason of a stock dividend,
stock split, merger, recapitalization, combination, conversion, exchange
of shares or the like, the number and kind of Option Shares subject to
the Option and the purchase price per Option Share shall be
appropriately adjusted.
8. Exchange of Option For Bank Stock Option Upon Sale or Change of
Ownership of Bank. In the event CBC sells, transfers or exchanges it
common stock of the Bank for other securities or for cash or the Bank,
in one or more transactions, is no longer a subsidiary of CBC, then, in
such circumstance, Optionee shall have the right to exchange his Option
for an Option of like tenor of the Bank or any successor company
thereto.
9. Findings and Consents. Optionee and CBC each will use its best
efforts to make all filings with, and to obtain consents of, CBC's
shareholders and all other third parties and governmental authorities
necessary to the consummation of the transactions contemplated by this
Agreement.
10. Specific Performance. The parties hereto acknowledge that damages
would constitute an inadequate remedy for a breach of this Agreement and
that the obligations of the parties hereto shall be specifically
enforceable.
11. Assignability. This Option is not assignable or transferable by
the Optionee otherwise than by will or the laws of descent and
distribution and is exercisable during Optionee's lifetime only by the
Optionee.
12. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not effect the validity or enforceablitiy of any
other provision of this Agreement, which shall remain in full force and
effect.
13. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when
delivered in person, by cable, telegram or telex, or by registered or
certified mail (postage prepaid, return receipt requested) to the
respective parties as follows:
(a) If to Optionee, to:
Xxxxxx Xxxxxxx
c/o
Connecticut Bank of Commerce
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
(b) If to CBC, to:
Corporate Secretary
CBC Bancorp, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
or to such other address as the person to whom notice is to be given may
have previously furnished to the others in writing in the manner set
forth above (provided that notice of any change of address shall be
effective only upon receipt thereof).
14. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut, regardless of
the laws that might otherwise govern under applicable principles of
conflicts of laws thereof.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, CBC has caused this Agreement to be duly executed by
its duly authorized officer, and the Optionee has hereunto set his hand,
all as of the day and year first above written.
OPTIONEE
BY: /s/ Xxxxxx Xxxxxxx
CBC BANCORP, INC
BY: /s/ Xxxxxxx Xxx Xxxxxx
