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EXHIBIT 10.1
AMENDED AND RESTATED
NEW ENGLAND BANCSHARES, INC.
2003 STOCK-BASED INCENTIVE PLAN
1.
DEFINITIONS.
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(a)
"Affiliate" means any "parent corporation" or "subsidiary
corporation"
of the Holding Company, as such terms are defined in Sections
424(e) and 424(f)
of the Code.
(b)
"Association" means
Enfield Federal Savings and Loan Association, a
federally-chartered savings and loan association.
(c)
"Award" means, individually or collectively, a grant under the Plan
of
Non-Statutory Stock Options, Incentive Stock Options and Stock
Awards.
(d)
"Award Agreement" means an agreement evidencing and setting forth
the
terms of an Award.
(e)
"Board of Directors" means the board of directors of the Holding
Company.
(f)
"Change in Control" shall mean any of the following events:
(i) Merger: The Holding Company merges into or
consolidates with
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another corporation,
or merges another
corporation into
the
Holding Company,
and as a result less
than a majority of the
combined voting power
of the resulting corporation immediately
after the merger or consolidation is held by persons who were
stockholders of the
Holding Company
immediately
before the
merger or consolidation.
(ii) Acquisition of
Significant Share Ownership: There is filed or
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required to be filed a report on Schedule 13D or another form
or schedule (other than Schedule 13G) required under Sections
13(d) or 14(d) of the Securities Exchange Act of 1934, if the
schedule discloses that the filing person or persons acting in
concert has or have become the beneficial owner of 25% or more
of a class of the Holding Company's voting securities,
but
this clause (b) shall not apply to beneficial ownership of
Holding Company voting shares held in a fiduciary capacity by
an entity of which the
Holding Company directly or indirectly
beneficially owns 50% or more of its outstanding voting
securities.
(iii) Change in Board
Composition: During any period of two
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consecutive years,
individuals who
constitute the
Holding
Company's Board of
Directors at the beginning of the two-year
period cease for any reason to constitute at least a majority
of the Holding
Company's Board
of Directors; provided,
however, that for purposes of this clause (iii), each director
who is first elected
by the board (or first
nominated by the
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board for election by the stockholders) by a vote of at
least
two-thirds (2/3) of
the directors who were
directors at the
beginning of the two-year period shall be deemed to have
also
been a director at the beginning of such period; or
(iv) Sale of Assets:
The Holding Company sells to a third party all
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or substantially all of its assets.
(g) "Code"
means the Internal Revenue Code of 1986, as amended.
(h)
"Committee" means the Board of Directors or a committee
designated by
the Board of Directors, pursuant to Section 2 of the Plan,
to administer the
Plan.
(i)
"Common Stock"
means the common
stock of the Holding
Company, par
value $.01 per share.
(j) "Date
of Grant" means the effective date of an Award.
(k)
"Disability"
means any mental or
physical condition
with respect to
which the Participant
qualifies for and receives benefits for under a long-term
disability plan of the
Holding Company or an
Affiliate,
or in the absence
of
such a long-term
disability plan or
coverage under such a
plan, "Disability"
shall mean a physical or mental condition which, in the sole discretion of
the
Committee,
is reasonably expected to be of indefinite duration and to
substantially prevent
the Participant from fulfilling his or her duties or
responsibilities to the Holding Company or the Association.
(l)
"Effective
Date" means the
earlier of the date that Plan is approved
by shareholders or June 5, 2003.
(m)
"Employee"
means any person
employed by the
Holding Company or
the
Association.
Directors who
are employed by the Holding Company or the
Association shall be considered Employees under the Plan.
(n)
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(o)
"Exercise Price" means the price at which a Participant may
purchase a
share of Common Stock pursuant to an Option.
(p) "Fair
Market Value" means the market price of Common Stock,
determined
by the Committee as follows:
(i) If the
Common Stock was
traded on the date in question on The
Nasdaq Stock Market, then the Fair Market Value shall be equal
to the closing price reported for such date;
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(ii) If the Common
Stock was traded on a stock exchange on the date
in question, then the
Fair Market Value shall be equal to the
closing price
reported
by the applicable composite
transactions report for such date; and
(iii) If neither of the foregoing provisions is applicable, then
the
Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate. Whenever
possible, the
determination
of Fair Market Value by the
Committee shall be
based on the prices
reported in The
Wall
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Street Journal. The
Committee's
determination of Fair Market
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Value shall be conclusive and binding on all persons.
(q)
"Incentive
Stock
Option" means a stock option granted to a
Participant, pursuant
to Section 7 of the
Plan, that is
intended to meet
the
requirements of Section 422 of the Code.
(r)
"Holding Company" means New England Bancshares, Inc., a Maryland
corporation.
(s)
"Non-Statutory
Stock Option" means a stock option granted to a
Participant pursuant
to the terms of the
Plan but which is not
intended to be
and is not identified
as an Incentive
Stock Option or a
stock option
granted
under the Plan which is intended to be and is identified
as an Incentive
Stock
Option but which does not meet the requirements of Section 422 of
the Code.
(t)
"Option" means an Incentive Stock Option or Non-Statutory Stock
Option.
(u)
"Outside Director"
means a member of the board(s) of directors of the
Holding Company or the
Association
who is not also an
Employee of the Holding
Company or the Association.
(v)
"Participant" means any person who holds an outstanding Award.
(w) "Plan"
means this New England Bancshares, Inc. 2003 Stock-Based
Incentive Plan, as amended and restated.
(x)
"Retirement"
means voluntary termination of employment with the
Holding Company or the
Association at or after attaining age 65. "Retirement"
with respect to an Outside Director means the termination of service from
the
board(s) of directors
of the Holding Company
or the Association
(for reasons
other than Cause)
after attaining
age 70 and serving at
least 10 years on the
board(s) of directors of the Holding Company or the
Association.
(y)
"Stock Award"
means an Award granted to a Participant pursuant to
Section 8 of the Plan.
(z)
"Termination for Cause" means termination because of a Participant's
personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty
involving personal profit,
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intentional failure to perform stated duties, willful violation
of any law,
rule or regulation (other than traffic violations or similar
offenses)or
material breach of any
provision of any
employment agreement
between the
Holding Company and/or
any subsidiary of the Holding Company and a Participant.
(aa)
"Trust" means a trust established by the Board of Directors in
connection with
this Plan to hold Common Stock or other property for the
purposes set forth in the Plan.
(bb)
"Trustee" means any person or entity approved by the Board of
Directors or its designee(s) to hold any of the Trust assets.
2.
ADMINISTRATION.
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(a) The
Committee shall
administer the Plan.
The Committee shall consist
of the Board of Directors of the Company in accordance with the disinterested
administration requirements of Rule 16b-3 promulgated by the U.S.
Securities and
Exchange Commission.
The Board of Directors may also appoint one or more
separate committees
of the Board of
Directors,
each composed of one or more
directors of
the Holding Company or the Association who need not be
disinterested, that
may grant Awards and
administer
the Plan with respect
to
Employees and Outside Directors who are not considered officers or directors of
the Holding Company under Section 16 of the Exchange Act.
(b) The
Committee shall (i) select the Employees and Outside Directors
who
are to receive Awards under the Plan, (ii) determine the type,
number, vesting
requirements and other
features and conditions of such Awards, (iii) interpret
the Plan and Award
Agreements in all respects and (iv) make all other decisions
relating to the
operation of the Plan.
The Committee
may adopt such rules
or
guidelines as it deems
appropriate
to implement the Plan. The Committee's
determinations under the Plan shall be final and binding on all
persons.
(c)
Each Award shall be evidenced by a written agreement ("Award
Agreement") containing
such provisions as may be required by the Plan and
otherwise approved by
the Committee. Each
Award Agreement shall
constitute a
binding contract
between the Holding
Company and the
Participant,
and every
Participant, upon
acceptance of an Award Agreement, shall be bound by the terms
and restrictions of
the Plan and the Award
Agreement. The terms
of each Award
Agreement shall be in
accordance with the
Plan, but each Award
Agreement may
include any additional provisions and restrictions determined by the Committee,
in its discretion, provided that such additional provisions and
restrictions are
not inconsistent with the terms of the Plan. In particular and at a
minimum, the
Committee shall
set forth in each Award Agreement: (i) the type of Award
granted; (ii) the
Exercise Price of any Option; (iii) the number of shares
subject to the Award; (iv) the expiration date of the Award; and
(v) the manner,
time, and rate
(cumulative or
otherwise) of exercise or vesting of such Award.
The Chairman of the Committee and such other directors and officers as shall
be
designated by the Committee is hereby authorized to execute Award
Agreements on
behalf of the Company and to cause them to be delivered to the recipients of
Awards.
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(d) The
Committee may delegate all authority for: (i) the determination
of
forms of payment to be made by or received by the Plan and (ii) the
execution of
any Award
Agreement.
The Committee may rely on the descriptions,
representations,
reports and estimates
provided to it by the management of the
Holding Company or the Association for determinations to be made
pursuant to the
Plan.
3. TYPES
OF AWARDS.
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The
following Awards may be granted under the Plan:
(a)
Non-Statutory Stock Options.
(b)
Incentive Stock Options.
(c) Stock
Awards.
4. STOCK
SUBJECT TO THE PLAN.
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Subject to
adjustment as provided in Section 12 of the Plan, the number of
shares reserved
for Awards
under the Plan is
473,660 (as adjusted for the
second-step conversion). Subject to adjustment as provided
in Section 12 of the
Plan, the number of shares reserved hereby for purchase pursuant to
the exercise
of Options granted
under the Plan is
338,328 (as adjusted
for the second step
conversion). The
number of the shares
reserved for Stock Awards is 135,332 (as
adjusted for the
second step
conversion). The
shares of Common Stock
issued
under the Plan may be either authorized but unissued shares or
authorized shares
previously issued and
acquired or reacquired by the Trustee or the Holding
Company, respectively.
To the extent that
Options and Stock Awards are granted
under the Plan, the shares underlying such Awards will be unavailable
for any
other use including future grants under the Plan except that, to
the extent that
Stock Awards or Options terminate, expire or are forfeited without
having vested
or without having been
exercised, new Awards
may be made with respect to these
shares.
5.
ELIGIBILITY.
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Subject to
the terms of the Plan, all Employees and Outside Directors
shall be eligible to receive Awards under the Plan.
6.
NON-STATUTORY STOCK OPTIONS.
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The
Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but not previously
awarded under
the Plan, grant
Non-Statutory Stock
Options to eligible
individuals upon such
terms and conditions as it may determine to the extent such terms
and conditions
are consistent with the following provisions:
(a)
Exercise Price.
The Committee
shall determine the
Exercise Price of
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each Non-Statutory Stock Option. However, the Exercise Price shall not be
less
than 100% of the Fair Market Value of the Common Stock on the Date
of Grant.
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(b) Terms
of Non-Statutory
Stock Options.
The Committee shall
determine
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the term during which a Participant may exercise a Non-Statutory Stock Option,
but in no event may a Participant exercise a Non-Statutory Stock Option, in
whole or in part, more than ten (10) years from the Date of Grant.
The Committee
shall also determine the date on which each Non-Statutory Stock Option, or any
part thereof,
first
becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Non-Statutory Stock Option.
The shares of Common Stock underlying each Non-Statutory Stock Option may be
purchased in whole or in part by the Participant at any time during the
term of
such Non-Statutory Stock Option, or any portion thereof,
once the
Non-Statutory
Stock Option becomes exercisable.
(c)
Non-Transferability.
Unless otherwise
determined by the Committee in
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accordance with this
Section 6(c), a
Participant
may not transfer, assign,
hypothecate, or
dispose of in any manner, other than by will or the laws
of
intestate succession,
a Non-Statutory Stock Option. The Committee may, however,
in its sole discretion, permit transferability or
assignment of a Non-Statutory
Stock Option if such transfer or assignment is, in its sole
determination,
for
valid estate planning
purposes and such
transfer or
assignment
is permitted
under the Code and Rule 16b-3 under the Exchange Act. For purposes of this
Section 6(c), a transfer for valid estate planning purposes
includes, but is not
limited to:
(a) a transfer
to a revocable intervivos trust as to which the
Participant is
both the settlor and trustee, or (b) a transfer for no
consideration to: (i) any member of the Participant's Immediate
Family, (ii) any
trust solely for the benefit of members of the Participant's Immediate Family,
(iii) any partnership
whose only
partners are members of the Participant's
Immediate Family, and (iv) any limited liability corporation or
corporate entity
whose only members or equity owners are members of the Participant's Immediate
Family. Nothing contained in this Section 6(c) shall be construed
to require the
Committee to
give its approval to any transfer or assignment of any
Non-Statutory Stock
Option or portion
thereof, and approval to transfer or
assign any Non-Statutory Stock Option or portion thereof does not
mean that such
approval will be given with respect to any other Non-Statutory Stock Option or
portion thereof. The
transferee or assignee of any Non-Statutory Stock Option
shall be subject to all of the terms and conditions applicable to such
Non-Statutory Stock
Option immediately
prior to the transfer or assignment and
shall be subject
to any other
conditions
prescribed
by the Committee with
respect to such Non-Statutory Stock Option.
(d)
Termination
of Employment
or Service
(General).
Unless otherwise
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determined by the Committee, upon the termination of a
Participant's employment
or other service for any reason other than Retirement, Disability or death, a
Change in Control, or
Termination for Cause,
the
