Exhibit 10(k)
AMENDED AND RESTATED
BANKNORTH GROUP, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I - PURPOSES
The
purposes of this Amended and Restated Banknorth Group, Inc. 1995
Stock Option Plan for Non-Employee Directors (the
“Plan”) are to attract and retain the services of
experienced and knowledgeable non-employee Directors and advisory
Directors of Banknorth Group, Inc. (the “Company”) and
each subsidiary of the Company as may be designated by the Board of
Directors of the Company (the “Board”) or a duly
authorized committee thereof to participate in the Plan (each a
“Subsidiary” and collectively, the
“Subsidiaries”) and to provide an incentive for such
non-employee directors of the Company and any such participating
Subsidiaries to increase their proprietary interests in the
Company’s long-term success and progress.
ARTICLE II - SHARES SUBJECT TO THE
PLAN
Subject to
adjustment in accordance with Article VI hereof, the total
number of shares of the Company’s Common Stock, $.01 par
value per share (the “Common Stock”), which may be
issued upon exercise of options which may be granted hereunder is
1,060,000 (the “Shares”). The Shares issued upon
exercise of options granted hereunder (each on “Option”
and collectively, “Options”) may, at the discretion of
the Board, be shares presently authorized but unissued and/or
shares subsequently acquired by the Company in public or private
transactions. If any Option granted under this Plan expires or
terminates without being exercised in full, the Shares subject to
the unexercised portion shall be available for reissuance under the
Plan.
ARTICLE III - ADMINISTRATION OF THE
PLAN
The
administrator of this Plan (the “Plan Administrator”)
shall be the Board or a duly authorized committee thereof
consisting solely of two or more Non-Employee Directors, as defined
in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Plan Administrator
shall have the power to make determinations regarding awards to
non-employee Directors and advisory Directors of the Company and
participating Subsidiaries under this Plan, to determine
participating Subsidiaries under this Plan, to construe the
provisions of this Plan, to determine all questions arising under
this Plan and to adopt and amend such rules and regulations for the
administration of this Plan as it may deem desirable, subject to
Article IX of this Plan.
ARTICLE IV - OPTION GRANTS
Each Director of
the Company and each Director of a participating Subsidiary who in
each case is not an employee of the Company or any parent or
Subsidiary of the Company, as well as each non-employee advisory
Director of the Company or a participating Subsidiary of the
Company, shall be eligible to receive an option to purchase Shares
under this Plan. Options may be granted to such persons under this
Plan at such times and in such amounts as may be determined by the
Plan Administrator. Options granted to Directors or advisory
directors of the Company or a participating Subsidiary
(“Optionees”) shall be vested and exercisable according
to the terms of Article V below.
ARTICLE V - OPTION TERMS
5.1 Option Agreement. The Plan Administrator shall promptly
notify each Optionee of each Option granted to the Optionee. Each
Option granted under this Plan shall be evidenced by an option
agreement (an “Agreement”) duly executed on behalf of
the Company and by the Optionee. Each Agreement shall comply with
and be subject to the terms and conditions of this Plan and may
contain such other terms, provisions and conditions not
inconsistent with this Plan as may be determined by the Plan
Administrator.
5.2 Option Exercise Price. The exercise price per share for
an Option shall be the fair market value per share of Common Stock
on the date of grant. For purposes of the Plan, “fair market
value” shall be the per share closing sale price of the
Common Stock on the date in question on the principal United States
securities exchange registered under the Exchange Act on which the
Common Stock is listed or, if the Common Stock is not listed on any
such exchange, the per share closing sale price of a share of
Common Stock on the Nasdaq Stock Market’s National Market or
any other such system then in use, or if no quotations are
available, the most recent average of the closing bid and asked
prices per share for the Common Stock in the over-the-counter
market.
5.3 Term of Options. Each Option shall have a term which
extends from the date of grant through the tenth anniversary of the
date of grant (the “Termination Date”), provided that
in the event that an Optionee ceases to be a Director or an
advisory Director of the Company or a participating Subsidiary for
any reason, the unexercised portion of any Option held by such
Optionee shall expire as of the earlier of (i) the Termination
Date of the Option or (ii) the first anniversary of the day
the Optionee ceases to be a Director or an advisory Director of the
Company or a participating Subsidiary, or such date determined by
the Plan Administrator and set forth in the Agreement.
5.4 Exercisability of Option. An Option shall be exercisable
on the date of grant and thereafter shall remain exercisable
throughout its term, subject to earlier termination as provided in
Section 5.3 hereof. During the period it is exercisable, as
described immediately above, an Option may be exercised in whole or
in part on any business day or
