STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
PROGRESSIVE BANK, INC.
1997 EMPLOYEE STOCK OPTION PLAN
STOCK OPTION for a total of ___________ shares of Common
Stock, par value $1.00 per share, of Progressive Bank, Inc. (the
"Company"), which Option is intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), is hereby granted to ____________
(the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the
Progressive Bank, Inc. 1997 Employee Stock Option Plan (the
"Plan") which was adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The option price is $_______ for each
share, being ___% */ of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows, but shall
under no circumstances become exercisable in the absence of
stockholder approval of the Plan:
(i) Schedule of rights to exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which
After Date of Grant of Option May Be Exercised
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Upon Grant ____
______________ ____
______________ ____
______________ ____
______________ ____
_______________
*/ 110% in the case of an Optionee who owns representing more
than 10% of the outstanding common stock of the Company on the
date of grant of this Option.
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the
number of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates for
such shares of Common Stock is to be registered, his address and
Social Security Number (or if more than one, the names, addresses
and Social Security Numbers of such persons);
(b) contain such representations and agreements as
to the holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any
person or persons other than the Optionee, be accompanied by
proof, satisfactory to counsel for the Company, of the right of
such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by
certified mail to the Corporate Secretary of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by certified check,
Common Stock, or such combination of cash and Common Stock as the
Optionee elects. In addition, the Optionee may elect to pay for
all or part of the exercise price of the shares by having the
Company withhold a number of shares having a fair market value
equal to the exercise price. 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 person or persons
exercising the Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable for
more than ten **/ years from the date of grant of this Option, as
stated below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
PROGRESSIVE BANK, INC.
1997 EMPLOYEE STOCK
OPTION PLAN COMMITTEE
By ________________________
______________________
Date of Grant
Attest: ___________________(Seal)
___________________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock of the
Company on the date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
PROGRESSIVE BANK, INC.
1997 EMPLOYEE STOCK OPTION PLAN
____________________
Date
Corporate Secretary
Progressive Bank, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇.▇. Box 7000
Fishkill, New York 12524-7000
Re: Progressive Bank, Inc. 1997 Employee Stock Option Plan
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Dear Sir:
The undersigned elects to exercise the Incentive Stock Option
to purchase _________ shares, par value $1.00, of Common Stock of
Progressive Bank, Inc. under and pursuant to a Stock Option
Agreement dated ___________, 199___.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock valued at _____% of
the fair market value of the stock on the date of exercise, as
set forth below.
$________ of certified check
$________ in the form of _______ shares of Common
Stock, valued at $____ per share
$________ in the form of the Company's withholding
of _______ shares of Common Stock,
valued at $ ____ per share, that are
subject to this Option
$ TOTAL
=======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
_____________________________
