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EXHIBIT 10.10
KNBT BANCORP, INC.
AMENDED AND RESTATED
2004 STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
KNBT
Bancorp, Inc. (the “Corporation”) hereby amends
and restates its 2004 Stock Option Plan (as amended and
restated, the “Plan”) upon the terms and
conditions hereinafter stated . , with the
amendment and restatement effective as of November 15,
2007.
ARTICLE II
PURPOSE OF THE PLAN
The
purpose of this Plan is to improve the growth and
profitability of the Corporation and its Subsidiary Companies
by providing Employees and Non-Employee Directors with a
proprietary interest in the Corporation as an incentive to
contribute to the success of the Corporation and its
Subsidiary Companies, and rewarding Employees and Non-Employee
Directors for outstanding performance. All
Incentive Stock Options issued under this Plan are intended to
comply with the requirements of Section 422 of the Code
, and the regulations thereunder, and all
provisions hereunder shall be read, interpreted and applied
with that purpose in mind. Each recipient of an
Option hereunder is advised to consult with his or her
personal tax advisor with respect to the tax consequences
under federal, state, local and other tax laws of the receipt
and/or exercise of an Option hereunder.
ARTICLE III
DEFINITIONS
The
following words and phrases when used in this Plan with an
initial capital letter, unless the context clearly indicates
otherwise, shall have the meanings set forth
below. Wherever appropriate, the masculine pronouns
shall include the feminine pronouns and the singular shall
include the plural.
3.01
“Advisory
Director” means a person appointed to serve in such
capacity by the Board of either the Corporation or the Bank or
the successors thereto.
3.02
“Bank”
means Keystone Nazareth Bank & Trust Company, the wholly
owned subsidiary of the Corporation.
3.03
“Beneficiary”
means the person or persons designated by an Optionee to
receive any benefits payable under the Plan in the event of
such Optionee’s death. Such person or persons
shall be designated in writing on forms provided for this
purpose by the Committee and may be changed from time to time
by similar written notice to the Committee. In the
absence of a written designation, the Beneficiary shall be the
Optionee’s surviving spouse, if any, or if none, his or
her estate.
3.04
“Board”
means the Board of Directors of the Corporation.
3.05
“Change
in Control” shall mean a change in the ownership of
the Corporation or the Bank, a change
in the effective control of the Corporation or the Bank or a
change in the ownership of a substantial portion of the assets
of the Corporation or the Bank, in each case as provided under
Section 409A of the Code and the regulations
thereunder.
3.06
“Code”
means the Internal Revenue Code of 1986, as
amended.
3.07
“Committee”
means a committee of two or more directors appointed by the
Board pursuant to Article IV hereof, each of whom shall be a
Non-Employee Director (i) as defined in Rule 16b-3(b)(3)(i) of
the Exchange Act or any successor thereto, (ii) within the
meaning of Section 162(m) of the Code or any successor thereto
and (iii) shall be independent as defined by the Marketplace
Rules of the Nasdaq Stock Market.
3.08
“Common
Stock” means shares of the common stock, $0.01 par value
per share, of the Corporation.
3.09
“Director”
means a member of the Board of Directors of the Corporation or
a Subsidiary Corporation or any successors thereto, including
Non-Employee Directors as well as Officer and Employees
serving as Directors.
3.10
“Disability”
means in the case of any Optionee that the Optionee: (i) is
unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or
(ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and
health plan covering employees of the Corporation or the Bank
(or would have received such benefits for at least three
months if he had been eligible to participate in such
plan).
3.11
“Effective
Date” means the date upon which the Board originally
adopted this Plan.
3.12
“Employee”
means any person who is employed by the Corporation or a
Subsidiary Company, or is an Officer of the Corporation or a
Subsidiary Company, but not including directors who are not
also Officers of or otherwise employed by the Corporation or a
Subsidiary Company.
3.13
“Employer
Group” means the Corporation and any Subsidiary Company
which, with the consent of the Board, agrees to participate in
the Plan.
3.14
“Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
3.15
“Exercise
Price” means the price at which a share of Common Stock
may be purchased by an Optionee pursuant to an
Option.
3.16
“Fair
Market Value” shall be equal to the fair market value
per share of the Corporation's Common Stock on the date an
Option is granted. For purposes hereof, the Fair
Market Value of a share of Common Stock shall be the closing
sale price of a share of Common Stock on the date in question
(or, if such day is not a trading day in the U.S. markets, on
the nearest preceding trading day), as reported with respect
to the principal market (or the composite of the markets, if
more than one) or national quotation system in which such
shares are then traded, or if no such closing prices are
reported, the mean between the high bid and low asked prices
that day on the principal market or national quotation system
then in use. Notwithstanding the foregoing
, if the Common Stock is not readily tradable
on an established securities market for purposes of Section
409A of the Code, then the Fair Market Value shall be
determined by means of a reasonable valuation method that
takes into consideration all available information material to
the value of the Corporation and that otherwise satisfies the
requirements applicable under Section 409A of the Code and the
regulations thereunder .
3.17
“FDIC”
means the Federal Deposit Insurance Corporation.
3.18
“Incentive
Stock Option” means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an
incentive stock option within the meaning of Section 422 of
the Code or any successor thereto.
3.19
“Non-Employee
Director” means a member of the Board (including
advisory boards, if any) of the Corporation or any Subsidiary
Company or any successor thereto , including
an Advisory Director of the Board of the Corporation and/or
any Subsidiary Company, or a former Officer or Employee of the
Corporation and/or any Subsidiary Company serving as a
Director or Advisory Director, who is not an Officer or
Employee of the Corporation or any Subsidiary
Company.
3.20
“Non-Qualified
Option” means any Option granted under this Plan which
is not an Incentive Stock Option.
3.21
“Offering”
means the offering of Common Stock to the public completed
during 2003 in connection with the conversion of the Bank from
the mutual to the stock form of organization and the issuance
of the capital stock of the Bank to the
Corporation.
3.22
“Officer”
means an Employee whose position in the Corporation or
Subsidiary Company is that of a corporate officer, as
determined by the Board.
3.23
“Option”
means a right granted under this Plan to purchase Common
Stock.
3.24
“Optionee”
means an Employee or Non-Employee Director or former Employee
or Non-Employee Director to whom an Option is granted under
the Plan.
3.25
“Retirement”
means:
(a)
A termination of employment which constitutes a
“retirement” at the “normal retirement
age” or later under the Keystone Nazareth Bank &
Trust Company 401(k) Plan or such other qualified pension
benefit plan maintained by the Corporation or a Subsidiary
Company as may be designated by the Board or the Committee,
or, if no such plan is applicable, which would constitute
“retirement” under the Keystone Nazareth Bank
& Trust Company 401(k) Plan, if such individual were a
participant in that plan, provided, however, that the
provisions of this subsection (a) will not apply as long as an
Optionee continues to serve as a Non-Employee Director,
including service as an Advisory Director.
(b) With
respect to Non-Employee Directors, retirement means retirement
from service on the Board of Directors of the Corporation or a
Subsidiary Company or any successors thereto (including
service as an Advisory Director to the Corporation or any
Subsidiary Company) after reaching normal retirement age as
established by the Company.
3.26
“Stock
Option Agreement” means the written agreement setting
forth the number of shares subject to the Option, the exercise
price thereof, designating the Option as an Incentive Stock
Option or a Non-Qualified Option and such other terms of the
Option as the Committee shall deem appropriate.
3.27
“Subsidiary
Companies” means those subsidiaries of the Corporation,
including the Bank, which meet the definition of
“subsidiary corporations” set forth in Section
424(f) of the Code, at the time of granting of the Option in
question.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01
Duties of the Committee
. The Plan shall be administered
and interpreted by the Committee, as appointed from time to
time by the Board pursuant to Section 4.02. The
Committee shall have the authority to adopt, amend and rescind
such rules, regulations and procedures as, in its opinion, may
be advisable in the administration of the Plan, including,
without limitation, rules, regulations and procedures which
(i) address matters regarding the satisfaction of an
Optionee's tax withholding obligation pursuant to Section
12.02 hereof, (ii) to the extent permissible by applicable law
and regulation, include arrangements to facilitate the
Optionee's ability to borrow funds for payment of the exercise
or purchase price of an Option, if applicable, from securities
brokers and dealers, and (iii) subject to any legal or
regulatory restrictions or limitations, include
arrangements which provide for the payment of some or all of
such exercise or purchase price by delivery of previously
owned shares of Common Stock or other property and/or by
withholding some of the shares of Common Stock which are being
acquired. The interpretation and construction by
the Committee of any provisions of the Plan, any rule,
regulation or procedure adopted by it pursuant thereto or of
any Option shall be final and binding in the absence of action
by the Board.
4.02
Appointment and Operation of the
Committee . The
members of the Committee shall be appointed by, and will serve
at the pleasure of, the Board. The Board from time
to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of
two or more members of the Board, each of whom shall be a
Non-Employee Director, as defined in Rule 16b-3(b)(3)(i) of
the Exchange Act or any successor thereto. In
addition, each member of the Committee shall be an (i)
“outside director” within the meaning of Section
162(m) of the Code and regulations thereunder at such times as
is required under such regulations and (ii) an "independent
director" as such term is defined in Rule 4200(a)(15) of the
Marketplace Rules of the Nasdaq Stock Market. The
Committee shall act by vote or written consent of a majority
of its members. Subject to the express provisions
and limitations of the Plan, the Committee may adopt such
rules, regulations and procedures as it deems appropriate for
the conduct of its affairs. It may appoint one of
its members to be chairman and any person, whether or not a
member, to be its secretary or agent. The Committee
shall report its actions and decisions to the Board at
appropriate times but in no event less than one time per
calendar year.
4.03
Revocation for Misconduct
. The Board or the Committee may
by resolution immediately revoke, rescind and terminate any
Option, or portion thereof, to the extent not yet vested,
previously granted or awarded under this Plan to an Employee
who is discharged from the employ of the Corporation or a
Subsidiary Company for cause, which, for purposes hereof,
shall mean termination because of the Employee's personal
dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure
to perform stated duties, willful violation of any law, rule,
or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order. Options
granted to a Non-Employee Director who is removed for cause
pursuant to the Corporation's Articles of Incorporation or
Bylaws or the Bank’s Articles of Incorporation and
Bylaws or the constituent documents of such other Subsidiary
Company on whose board he serves shall terminate as of the
effective date of such removal.
4.04
Limitation on Liability
. Neither the members of the
Board nor any member of the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan, any rule, regulation or procedure adopted by it pursuant
thereto or any Options granted under it. If a
member of the Board or the Committee is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of anything done or
not done by him in such capacity under or with respect to the
Plan, the Corporation shall, subject to the requirements of
applicable laws and regulations, indemnify such member against
all liabilities and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in the best interests of the
Corporation and its Subsidiary Companies and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
4.05
Compliance with Law and Regulations
. All Options granted hereunder
shall be subject to all applicable federal and state laws,
rules and regulations and to such approvals by any government
or regulatory agency as may be required. The
Corporation shall not be required to issue or deliver any
certificates for shares of Common Stock prior to the
completion of any registration or qualification of or
obtaining of consents or approvals with respect to such shares
under any federal or state law or any rule or regulation of
any government body, which the Corporation shall, in its sole
discretion, deter
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