October 16, 2007Community Banks Inc /Pa/ • October 16th, 2007 • National commercial banks
As you may know,Community Banks, Inc. has entered into an agreement and plan of merger, dated as of April 30, 2007, as amended and restated on July 25, 2007 (referred to as the “merger agreement”), pursuant to which Community will be acquired by Susquehanna Bancshares, Inc. through a merger of Community with and into Susquehanna (referred to as the “merger”). The merger agreement provides that, subject to the right described in the following sentence, at the effective time of the merger, each Community stock option issued under Community’s stock option plans which is outstanding at the effective time of the merger will be assumed by Susquehanna and become exercisable for shares of Susquehanna common stock. Pursuant to the merger agreement, Community and Susquehanna agreed to give holders of Community options the right to cancel those options in exchange for cash, subject to certain conditions, in lieu of having those options converted into Susquehanna options. This letter is to notify
STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • October 16th, 2007 • Community Banks Inc /Pa/ • National commercial banks
If you wish to exercise your cash election right described in the Notice Letter dated October 16, 2007 and in the Additional Information Regarding the Cash Election, please complete, sign and return this Stock Option Cancellation Agreement along with the attached Optionee Statement (with all or some Grant Dates checked) in the enclosed return envelope, or by mail or courier, to Community Banks, Inc., Richard Soulies, Senior Vice President, Director of Human Resources, 777 East Park Drive, Harrisburg, PA 17111. To be effective, this form must be received by Community before 5:00 p.m., Harrisburg, Pennsylvania time, on November 14, 2007. If you do not wish to exercise your cash election right, you do not need to return this form.
