ContractCopy Stock Option Agreement • December 27th, 2004 • Hudson Valley Holding Corp • State commercial banks • New York
Execution Copy STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (“Agreement”) dated as of December 23, 2004, is by and between Hudson Valley Holding Corp., a New York corporation and registered bank holding company (“Hudson Valley”), and New York National Bank, a national banking association (“NYNB”). BACKGROUND WHEREAS, Hudson Valley and NYNB, as of the date hereof, are prepared to execute a definitive agreement and plan of consolidation (the “Consolidation Agreement”) pursuant to which NYNB will be consolidated with a wholly-owned national bank of Hudson Valley (the “Consolidation”) and the consolidated bank resulting from the Consolidation will be merged with and into a wholly-owned New York state chartered bank of Hudson Valley; and WHEREAS, Hudson Valley has advised NYNB that it will not execute the Consolidation Agreement unless NYNB executes this Agreement; and WHEREAS, the Board of Directors of NYNB has determined that the Consolidation Agreement provides substantial benefits
