AMENDMENT NO.
1
TO THE
EVERGREEN BANCORP,
INC.
1995 DIRECTORS STOCK OPTION
PLAN
This AMENDMENT NO. 1 , dated as
of January 16, 1997 (the “Amendment”), to the Evergreen
Bancorp, Inc. 1995 Directors Stock Option Plan is made and entered
into by EVERGREEN BANCORP, INC. , a corporation
organized and existing under the laws of the State of Delaware and
having its principal office and place of business at 237 Glen
Street, Glens Falls, New York 12801 (the
“Bank”).
WHEREAS , the Bank has previously established the
Evergreen Bancorp, Inc. 1995 Directors Stock Option Plan (the
“Plan”) to advance the interests of the Bank and its
shareholders in attracting, retaining and motivating high quality
directors for the Bank; and
WHEREAS , the number of shares issuable under the
formula under the Plan and the maximum number of shares issuable
under the Plan should have doubled upon the two-for-one stock split
of the Common Stock effected in September, 1996 in the form of a
100% stock dividend; and
WHEREAS , the Board of Directors of the Bank has adopted
a resolution approving and adopting the amendments to the Plan as
set forth herein.
NOW, THEREFORE , by the power and authority vested in the Board
of Directors of the Bank, the Plan is amended to now provide as
follows:
ARTICLE
I.
Effective Date and Condition
Precedent. This
Amendment shall be effective upon and expressly conditioned upon
the approval of the Bank’s stockholders at the 1997 Annual
Meeting of Stockholders, scheduled for May 8, 1997.
ARTICLE
II.
Defined
Terms. Capitalized
terms not otherwise defined herein shall have the meaning ascribed
to them in the Plan.
ARTICLE
III.
Amendments to the
Plan . The
Plan is hereby amended as follows:
(a) Section II (H) is amended by deleting the word
“Member” or “Employee” each time it appears
in the Section and replacing it with the word
“Participant”.
(b) Section III (A) is hereby amended by deleting it
and inserting in lieu thereof “The Plan shall be administered
by the Board of Directors of the Bank (the
“Administrator”).”
(c) Section IV (A) is hereby amended by deleting the
number “200” in the first sentence and replacing it
with “1,600”, and by adding the following to the end of
the Section:
“B. The
Stock Options granted pur
