CCBT BANCORP,
INC.
STOCK OPTION
PLAN
AS AMENDED AND
RESTATED
ARTICLE
I.
PURPOSE
This Stock Option Plan (the "Plan")
is a continuation of the Cape Cod Bank and Trust Company 1997 Stock
Option Plan and is intended to advance the interests of CCBT
Bancorp, Inc. (the "Company") and its stockholders by aiding the
Company in attracting, retaining and motivating key employees of
the Company, Cape Cod Bank and Trust Company (the "Bank") and their
Affiliates.
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i.
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A member of a
controlled group of corporations of which the Company or the Bank
is a member or;
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ii.
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An
unincorporated trade or business which is under common control with
the Company as determined in accordance with Section 414(c) of the
Internal Revenue Code of 1986, as amended (the "Code") and
regulations issued thereunder.
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For purposes
hereof, a "controlled group of corporations" shall mean a
controlled group of corporations as defined in Section 1563(a) of
the Code determined without regard to Section 1563(a)(4) and
(e)(3)(C) of the Code.
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b.
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"Award" means
the grant of any Stock Option under this Plan.
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c.
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"Board" means
the Board of Directors of the Company.
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d.
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"Change in
Control" means, for purposes of the Plan, the occurrence of any of
the following events:
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i.
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A change in
control of either the Company or the Bank which the Company or the
Bank would be required to be report in response to Item 1 of Form
8-K of the Securities Exchange Act of 1934 (henceforth the
"Exchange Act"), or, if such form and related regulations are no
longer in effect, any forms or regulations promulgated by the
Securities and Exchange Commission, pursuant to the Exchange Act,
which are intended to serve similar purposes; or
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ii.
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A Change in
Control of the Company or the Bank has occurred within the meaning
of the Change in Bank Control Act, as amended, and the rules and
regulations promulgated thereunder; or
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iii.
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Without
limitation such a Change in Control shall be deemed to have
occurred at such time as:
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(1)
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Any "person"
(as the term is used in Section 13(d) and 14(d) of the Exchange
Act), or group of persons acting in concert, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly, of any class of equity securities of
the Company representing 50% or more of a class of equity
securities except for any securities purchased by the Bank's
employee stock ownership plan and trust; or,
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(2)
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Individuals who
constitute the Board on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Company's stockholders was
approved by the same Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b) considered as though he
were a member of the Incumbent Board; or,
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(3)
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A plan of
reorganization, merger, consolidation, sale of all or substantially
all of the assets of the Company or similar transaction occurs in
which the Company is not the resulting entity; or,
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(4)
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A proxy
statement shall be distributed soliciting proxies from stockholders
of the Company, by someone other than the current management of the
Company, seeking stockholder approval of a plan or similar
transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to such
plan or transaction are exchanged for or converted into cash or
property or securities not issued by the Company; or,
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(5)
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A tender offer
is made for 30% or more of the voting securities of the Company
then outstanding.
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iv.
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Notwithstanding
the foregoing, no Change in Control shall be deemed to occur by
virtue of the Bank becoming a subsidiary of the Company.
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e.
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"Committee"
means the Human Resource Committee of the Board. Such committee
shall be comprised at all times solely of at least three
non-employee directors, all of whom are "non-employee directors" as
that term is defined under Rule 16b-3 of the Exchange
Act.
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f.
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"Common Stock"
means the $1.00 par value common stock of the Company.
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g.
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"Date of Grant"
means the date an Award granted under this Plan shall be made to a
Participant.
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h.
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"Disability"
means the permanent and total inability by reason of mental or
physical infirmity or both, of a Participant to perform the work
customarily assigned to him. Additionally, a medical doctor,
selected or approved by the Committee must advise the Committee
that it is either not possible to determine when such Disability
will terminate or that it appears probable that such Disability
will be permanent during the remainder of the Participant's
lifetime.
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i.
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"Employee"
means a full-time permanent employee or officer of the Company, the
Bank or one of their affiliates.
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j.
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"Fair Market
Value" means the closing price of the Common Stock on the Date of
Grant of an Award.
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k.
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"Normal
Retirement" means retirement at the normal or early retirement date
as set forth in any tax-qualified retirement/pension plan of the
Bank. If no such plan is in place, it shall mean termination of
employment at or after age 65.
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l.
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"Participant"
means an Employee selected by the Committee to participate in the
Plan for the current Plan Year.
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m.
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"Plan Year"
means a calendar year commencing on or after January 1,
1997.
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n.
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"Stock Option"
shall mean a right granted to a Participant to purchase Common
Stock of the Company at a specified price (the "Strike Price") for
a specified period (the "Option Term"). Such Stock Options may be
granted by the Committee as either:
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i.
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Incentive Stock
Options - Those Stock Options so specified by the Committee at the
Date of G
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