-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I2R9eg6AT8g7CExNLIghXsfi2KvCnvuDBTAbUCc47yXbfGakLVeY7pNs7UxG0Avk vsYui9NUn/MAkLsANlNe2Q== 0000914317-01-500216.txt : 20010718 0000914317-01-500216.hdr.sgml : 20010718 ACCESSION NUMBER: 0000914317-01-500216 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010717 EFFECTIVENESS DATE: 20010717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCBT FINANCIAL COMPANIES INC CENTRAL INDEX KEY: 0001074972 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043437708 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65222 FILM NUMBER: 1682739 BUSINESS ADDRESS: STREET 1: 495 STATION AVENUE CITY: SOUTH YARMOUTH STATE: MA ZIP: 02601 BUSINESS PHONE: 5087608323 MAIL ADDRESS: STREET 1: 495 STATION AVENUE CITY: SOUTH YARMOUTH STATE: MA ZIP: 02601 FORMER COMPANY: FORMER CONFORMED NAME: CCBT BANCORP INC DATE OF NAME CHANGE: 19981209 S-8 1 s8form39639_7-17.txt As filed with the Securities and Exchange Commission on July 17, 2001 Registration Statement No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- CCBT FINANCIAL COMPANIES, INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-3437708 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 495 STATION AVENUE SOUTH YARMOUTH, MA 02644 (Address of Principal Executive Offices) CCBT FINANCIAL COMPANIES, INC. 2001 DIRECTORS' STOCK OPTION PLAN (Full Title of the Plan) ------------------------- John S. Burnett, Clerk CCBT Financial Companies, Inc. 495 Station Avenue South Yarmouth, MA 02644 (508) 394-1300 (Name and Address and Telephone Number including Area Code of Agent for Service) ------------------------- With a copy to: Paul W. Lee, P.C. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 (617) 570-1000 ----------------------- CALCULATION OF REGISTRATION FEE
=================================== ======================= ======================= ==================== =============== Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Share (2) Price(2) Fee - ----------------------------------- ----------------------- ----------------------- -------------------- --------------- Common Stock, par value $1.00 per share 220,000 $27.93 $6,144,950 $1,536.24 =================================== ======================= ======================= ==================== ===============
(1) This Registration Statement also relates to such indeterminate number of additional shares of CCBT Financial Companies, Inc. Common Stock as may be required pursuant to the CCBT Financial Companies, Inc. Directors' Stock Option Plan in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event. (2) Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, based upon the sum of (a) the aggregate offering price with respect to 37,500 stock options for which the exercise price is known, and (b) 182,500 stock options for which the exercise price is not known multiplied by the average of the high and low prices of the Registrant's Common Stock reported on the Nasdaq National Market on July 12, 2001. ================================================================================ PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The information required in Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"), is not required to be filed with the Securities and Exchange Commission and is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 and under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. We hereby incorporate by reference into this Registration Statement the following documents which have been previously filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) our Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 15, 2001 (File No. 333-72565); (b) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed on May 15, 2001 (File No. 333-72565); (c) our Current Report on Form 8-K filed on May 22, 2001 and our Current Report on Form 8-KA filed on June 4, 2001 (File No. 333-72565); and (d) the description of our Common Stock contained in Exhibits 3.1 and 99.4 to our Current Report on Form 8-K filed on February 11, 1999 (File No. 000-25381). In addition, all documents subsequently filed by us with the Commission pursuant to Sections 13(a) and (c), Section 14 and Section 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. 2 Item 6. Indemnification of Directors and Officers. CCBT Financial Companies, Inc. (the "Company") is a Massachusetts corporation. Chapter 156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"), enables a corporation in its original articles of organization or an amendment thereto to eliminate or limit the personal liability of a director for monetary damages for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Sections 61 and 62 of the MBCL (providing for liability of directors for authorizing illegal distributions and for making loans to directors, officers and certain shareholders), or (iv) for any transaction from which a director derived an improper personal benefit. Chapter 156B, Section 67 of the MBCL, provides that a corporation may indemnify directors, officers, employees and other agents and persons who serve at its request as directors, officers, employees or other agents of another organization or who serve at its request in any capacity with respect to any employee benefit plan, to the extent specified or authorized by the articles of organization, a by-law adopted by the stockholders or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under Section 67 which undertaking may be accepted with reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization or no longer serves with respect to any such employee benefit plan. No indemnification shall be provided, however, for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Article 6A of the Company's Restated Articles of Organization, as amended, provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that the liability of a director shall not be eliminated or limited (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 61 or 62 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts, or (iv) with respect to any transaction from which the director derived an improper personal benefit. The Company's Amended By-laws provide that the Company shall indemnify, to the maximum extent permitted from time to time under the law of the Commonwealth of Massachusetts, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Company, or was serving, or has agreed to serve, in any capacity with respect to any employee benefit plan of the Company (all such persons being referred to hereafter as an "Indemnitee") against all expenses, judgments and fines incurred by him or on his behalf in connection with such action, suit, proceeding or investigation and any appeal therefrom, unless the Indemnitee shall be finally adjudicated in such action, suit, proceeding or investigation, not to have acted in good faith in the reasonable belief that his action was in the best interests of the Company or, to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The Company shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding initiated by the Indemnitee unless the proceeding's initiation was approved by the Board of Directors of the Company or unless the expenses were incurred in connection with an Indemnitee successfully establishing his or her right to indemnification under the bylaws. 3 The Amended By-Laws also permit the Company to pay expenses incurred in defending any action, suit proceeding or investigation in advance of its final disposition if the Company does not assume the defense of the Indemnitee, subject to receipt of an undertaking by the Indemnitee to repay such payment if it is ultimately determined that the Indemnitee is not entitled to indemnification under the Amended By-Laws. The Amended By-Laws further provide that no indemnification or advancement of expenses may be made if the Indemnitee did not act in good faith in the reasonable belief that his action was in the best interest of the Company. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the Company, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (c) independent legal counsel (who may be regular legal counsel to the Company), or (d) a court of competent jurisdiction. We have directors and officers liability insurance for the benefit of our directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement: Exhibits 4.1 Restated Articles of Organization of CCBT Financial Companies, Inc. (incorporated by reference to Exhibit 3.1 to our Form 10-Q for the quarter ended September 30, 1999, as filed on November 15, 1999 (File No. 333-72565)) 4.2 Amended By-laws of CCBT Financial Companies, Inc. (incorporated by reference to Exhibit 3.2 to our Form 10-Q for the quarter ended September 30, 1999, as filed on November 15, 1999 (File No. 333-72565)) 4.3 Specimen certificate for shares of Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K for the year ended December 31, 1999, as filed on March 24, 2000 (File No. 333-72565)) *5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered *23.1 Consent of Grant Thornton LLP, Independent Auditors 23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page to this Registration Statement) *99.1 CCBT Financial Companies, Inc. 2001 Directors' Stock Option *99.2 First Amendment to CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan * Filed herewith. 4 Item 9. Undertakings. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, CCBT Financial Companies, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South Yarmouth, Massachusetts on this 17th day of July, 2001. CCBT FINANCIAL COMPANIES, INC. By: /s/ Stephen B. Lawson ------------------------------------- Stephen B. Lawson President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of CCBT Financial Companies, Inc., a Massachusetts corporation, do hereby constitute and appoint Stephen B. Lawson and Noal D. Reid, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Stephen B. Lawson President, Chief Executive Officer and Director July 5, 2001 - ----------------------- (Principal Executive Officer) Stephen B. Lawson /s/ Noal D. Reid Chief Financial Officer and Treasurer July 5, 2001 - ----------------------- (Principal Financial and Accounting Officer) Noal D. Reid /s/ John F. Aylmer Director July 5, 2001 - ----------------------- John F. Aylmer /s/ John Otis Drew Director July 5, 2001 - ----------------------- John Otis Drew /s/ George D. Denmark Director July 5, 2001 - ----------------------- George D. Denmark
6 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4.1 Restated Articles of Organization of CCBT Financial Companies, Inc. (incorporated by reference to Exhibit 3.1 to our Form 10-Q for the quarter ended September 30, 1999, as filed on November 15, 1999 (File No. 333-72565)) 4.2 Amended By-laws of CCBT Financial Companies, Inc. (incorporated by reference to Exhibit 3.2 to our Form 10-Q for the quarter ended September 30, 1999, as filed on November 15, 1999 (File No. 333-72565)) 4.3 Specimen certificate for shares of Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K for the year ended December 31, 1999, as filed on March 24, 2000 (File No. 333-72565)) *5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered *23.1 Consent of Grant Thornton LLP, Independent Auditors 23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page to this Registration Statement) *99.1 CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan *99.2 First Amendment to CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan * Filed herewith. EX-5 2 exhibit5-1_717.txt EXHIBIT 5.1 July 17, 2001 CCBT Financial Companies, Inc. 495 Station Avenue South Yarmouth, MA 02644 Re: CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan Ladies and Gentlemen: This opinion is furnished in our capacity as counsel to CCBT Financial Companies, Inc. (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement"), pursuant to the Securities Act of 1933, as amended (the "Act"), of 220,000 shares (the "Shares") of common stock, par value $1.00 per share (the "Common Stock"), of the Company, which may be issued pursuant to the CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan (the "Plan"). In arriving at the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinions expressed herein. In connection with our examination, we have assumed the genuineness of all signatures, the authenticity of all documents tendered to us as originals, the legal capacity of all natural persons and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have also relied upon representations from the Company as to certain factual matters relevant to this opinion. We are attorneys admitted to practice in the Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America and the Commonwealth of Massachusetts and also express no opinion with respect to the blue sky or securities laws of any state, including the Commonwealth of Massachusetts. Based on the foregoing, and subject to the qualifications and limitations stated herein, it is our opinion that the Shares being registered under the Registration Statement have been duly and validly authorized for issuance and, upon delivery thereof and payment therefor in accordance with the Plan and the Registration Statement, will be validly issued, fully paid, and non-assessable. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Act, applicable requirements of state laws regulating the offer and sale of securities and applicable requirements of the Nasdaq Stock Market, Inc. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named as counsel to the Company therein. Very truly yours, /s/ GOODWIN PROCTER LLP Goodwin Procter LLP EX-23 3 exhibit23-1_717.txt Exhibit 23.1 Consent Of Independent Certified Public Accountants We hereby consent to the incorporation by reference of our report dated February 9, 2001, accompanying the consolidated financial statements included in the Annual Report of CCBT Financial Companies, Inc. on Form 10-K for the year ended December 31, 2000, in the Registration Statement on Form S-8 pertaining to the CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan. /s/ GRANT THORNTON LLP Boston, Massachusetts July 17, 2001 EX-99.1 4 exhibit99-1_717.txt Exhibit 99.1 CCBT FINANCIAL COMPANIES, INC. 2001 DIRECTORS' STOCK OPTION PLAN 1. 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. 2. 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. 3. 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. 4. 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"). 5. 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 which they are exercised. (g) Payment of Purchase Price. Payment of the exercise price may be made, at the election of the optionee, (i) by delivery of cash or a check to the order of the Company in an amount equal to the exercise price, (ii) by delivery to the Company of shares of Common Stock of the Company already owned and held by the optionee for at least six months and having a fair market value equal in amount to the exercise price of the options being exercised, or (iii) by any combination of such methods of payment. The fair market value of any shares of Common Stock which may be delivered upon exercise of an option shall be determined by the Company as of the date that such shares are delivered. 6. Assignments. The rights and benefits under the Plan may not be assigned except as provided in Section 5. 7. Limitation of Rights. (a) No Right to Continue as a Director. Neither the Plan, nor the granting of an option nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company or the Bank will retain a director for any period of time. (b) No Stockholder Rights with respect to Options. An optionee shall have no rights as a stockholder with respect to the shares covered by his or her option until the date of the issuance to him or her of a stock certificate therefor, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such certificate is issued. 8. Adjustment Provisions. (a) Recapitalizations. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding options under the Plan, (iii) the price for each share subject to any then outstanding options under the Plan, without changing the aggregate purchase price as to which such options remain exercisable, and (iv) the formula provision set forth in Section 5. (b) Mergers. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding options: (i) provide that such options shall be assumed or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the optionees, provide that all unexercised options will terminate immediately prior to the consummation of such transaction unless exercised by the optionee within a specified period following the date of such notice, and/or (iii) in the event of a merger under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the merger (the "Merger Price"), make or provide for a cash payment to the optionees equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such outstanding options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options. 9. Amendment of the Plan. The Board of Directors shall have the right to amend or modify the terms and provisions of the Plan and of any outstanding option; provided, however, that the termination or any modification or amendment of the Plan and of any outstanding option shall not, without the consent of an optionee, adversely affect his or her rights under an option previously granted to him or her. 10. Notice. Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Chief Executive Officer of the Company and shall become effective when it is received. 11. Effective Date. The Plan shall become effective when adopted by the Board of Directors, but no options granted under the Plan shall become exercisable unless and until the Plan shall have been approved by the Company's stockholders. 12. General Obligations. (a) Investment Representations. The Company may require any person to whom an option is granted, as a condition of exercising such option, to give written assurances in substance and form satisfactory to the Company to the effect that such person is acquiring the Common Stock subject to the option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws. (b) Compliance With Securities Laws. Each option shall be subject to the requirements that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such conditions shall have been effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration, qualification, consent or approval, or to satisfy such condition. 13. Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the Commonwealth of Massachusetts. Adopted by the Board of Directors on February 1, 2001 Approved by the Company's Stockholders on April 26, 2001 EX-99.2 5 exhibit99-2_717.txt Exhibit 99.2 FIRST AMENDMENT TO CCBT FINANCIAL COMPANIES, INC. 2001 DIRECTORS' STOCK OPTION PLAN WHEREAS, CCBT Financial Companies, Inc. (hereinafter referred to as "Company") has established the CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan (hereinafter referred to as "Plan"), effective February 1, 2001; and WHEREAS, Section 9 of the Plan reserves to the Board of Directors of the Company the right to amend the Plan at any time; NOW, THEREFORE in consideration of the foregoing, the Board of Directors of the Company hereby agrees to amend the Plan in accordance with the following provisions, said amendment to be effective as of April 26, 2001: 1. Section 3 of the Plan is hereby amended by inserting the following words immediately after the second time "Company" appears in that section: "or the Bank (together, a "Non-employee Director")" 2. Section 5(e) of the Plan is hereby amended by deleting that section in its entirety and inserting therefor the following: "(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. Provided, however, that each vested option shall be exerciseable only so long as the optionee remains a Non-employee Director, or within one year following such optionee's death, disability, or such optionee's having reached the age of mandatory retirement pursuant to the By-laws of the Company or the Bank, as applicable. If an optionee ceases to be a Non-employee Director for any other reason, any unexercised options shall terminate and no longer be exercisable." Adopted by the Board of Directors on July 5, 2001 -----END PRIVACY-ENHANCED MESSAGE-----