CCBT FINANCIAL COMPANIES,
INC.
2001 DIRECTORS’ STOCK
OPTION PLAN
ARTICLE
I. Purpose . The purpose of this 2001 Directors’
Option Plan (the “Plan”) of CCBT Financial Companies,
Inc. (the “Company”) is to promote the recruiting and
retention of highly qualified outside Directors of the Company and
of Cape Cod Bank and Trust Company (the “Bank”) and to
strengthen the commonality of interest between directors and
stockholders.
ARTICLE
II. Administration . The Plan will be administered by the Board of
Directors of the Company, whose construction and interpretation of
the terms and provisions of the Plan shall be final and conclusive.
Grants of stock options under the Plan and the amount and nature of
the awards to be granted shall be automatic and nondiscretionary in
accordance with Section 5. However, all questions of interpretation
of the Plan or of any options issued under it shall be determined
by the Board of Directors and such determination shall be final and
binding upon all persons having an interest in the Plan. No
director shall be liable for any action or determination under the
Plan made in good faith.
ARTICLE
III. Participation in the Plan.
Directors of the Company or of the
Bank who are not employees of the Company shall be eligible to be
granted options under the Plan.
ARTICLE
IV. Stock Subject to the Plan.
(a) The maximum number of shares which may be issued
under the Plan shall be 220,000 shares of the Company’s
Common Stock, $1.00 par value per share (“Common
Stock”), subject to adjustment as provided in Section
8.
(b) If any outstanding option under the Plan for any
reason expires or is terminated without having been exercised in
full, the shares allocable to the unexercised portion of such
option shall again become available for grant pursuant to the
Plan.
(c) All options granted under the Plan shall be
non-qualified options which are not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).
ARTICLE
V. Terms, Conditions and Form of
Options. Each option
granted under the Plan shall be evidenced by a written agreement in
such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the
following terms and conditions:
(a)
Option Grant Dates
. Options shall be granted
automatically to all eligible directors as follows:
(i) at the close of the 2001 annual meeting of
stockholders, each newly elected or continuing non-employee
director of the Company shall be granted an option to purchase
5,000 shares of Common Stock and each newly elected or continuing
non-employee director of the Bank shall be granted an option to
purchase 2,500 shares of Common Stock;
(ii) at the close of each annual meeting of
stockholders held in 2002 and thereafter, each newly elected or
continuing non-employee director of the Company shall be granted an
option to purchase 4,000 shares of Common Stock and each newly
elected or continuing non-employee director of the Bank shall be
granted an option to purchase 2,000 shares of Common
Stock;
and
(iii) an individual who serves as both a director of
the Company and of the Bank shall receive the option reserved for
Company directors and not both the options reserved for Company
directors and Bank directors.
(b)
Option Exercise
Price. The option
exercise price per share for each option granted under the Plan
shall equal the closing price per share of the Company’s
Common Stock on the NASDAQ System, or the principal exchange on
which the Common Stock is then listed, on the date of grant (or if
no such price is reported on such date, such price as reported on
the nearest preceding date on which such price is
reported).
(c)
Vesting . Each option grant shall vest at a rate of 25
percent of the grant on each anniversary of the date of grant so
long as the optionee remains a non-employee director of the Bank or
the Company on each such anniversary.
(d)
Options
Non-Transferable. Each
option granted under the Plan by its terms shall not be
transferable by the optionee otherwise than by will or by the laws
of descent and distribution and shall be exercised during the
lifetime of the optionee only by such optionee.
(e)
Exercise Period.
Each vested option may be exercised
at any time and from time to time, in whole or in part, prior to
the tenth anniversary of the date of grant.
(f)
Exercise Procedure.
Options may be exercised only by
written notice to the Company at its principal office accompanied
by payment of the full consideration for the shares as
to
