-----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, FpevxcYO+Yjo5YIkITUgyd+38utxwhi45JZoi7VdUBXfZQErGltHwN5lbyXHe0ow URBEEMbiEuD6hfM9zeg/mg== 0000927016-99-000721.txt : 19990219 0000927016-99-000721.hdr.sgml : 19990219 ACCESSION NUMBER: 0000927016-99-000721 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990218 EFFECTIVENESS DATE: 19990218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCBT BANCORP INC CENTRAL INDEX KEY: 0001074972 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043437708 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72565 FILM NUMBER: 99545237 BUSINESS ADDRESS: STREET 1: 307 MAIN STREET CITY: HYANNIS STATE: MA ZIP: 02601 BUSINESS PHONE: 5087608323 MAIL ADDRESS: STREET 1: 307 MAIN STREET CITY: HYANNIS STATE: MA ZIP: 02601 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 18, 1999 Registration Statement No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act Of 1933 ____________________ CCBT BANCORP, INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 307 MAIN STREET 04-3437708 (State or Other Jurisdiction of HYANNIS, MASSACHUSETTS 02601 (I.R.S. Employer Incorporation or Organization) (508) 394-1300 Identification No.) (Address, including zip code, and telephone number, including area code of Registrant's principal executive offices) CCBT BANCORP, INC. STOCK OPTION PLAN (Full titles of the Plans) STEPHEN B. LAWSON President and Chief Executive Officer CCBT Bancorp, Inc. 307 Main Street Hyannis, Massachusetts 02601 (508) 394-1300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: PAUL W. LEE, P.C. Goodwin, Procter & Hoar LLP Exchange Place Boston, MA 02109 (617) 570-1590 ____________________ CALCULATION OF REGISTRATION FEE
==================================================================================================================================== TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTERED REGISTERED (1) PRICE PER SHARE OFFERING PRICE Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ CCBT BANCORP, INC. 24,000 shares $ 13.375 (2) $ 321,000 $ 89.24 STOCK OPTION PLAN 24,000 shares $ 20.75 (2) $ 498,000 $ 138.44 9,000 shares $ 19.25 (2) $ 173,250 $ 48.16 Common Stock, $1.00 17,000 shares $ 17.375 (2) $ 295,375 $ 82.11 par value 326,000 shares $ 17.69 (3) $5,766,940 $ 1,603.21 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL 400,000 shares $7,054,565 $ 1,961.17 ====================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests (including any associated preferred stock purchase rights) to be offered or sold pursuant to the stock option plan described herein, including such additional number of shares as may be required pursuant to the stock option plans in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event. (2) This estimate is made pursuant to Rule 457(h) under the Securities Act, solely for the purposes of determining the registration fee and is based upon the price at which outstanding options may be exercised. (3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of determining the amount of the registration fee on February 11, 1999, utilizing the average of the high and low sale prices reported on the Nasdaq National Market System on February 16, 1999. ================================================================================ This Registration Statement, including exhibits (See Exhibit Index on Page 7), consists of _ pages. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in the requirements of Part I are not required to be filed with the Securities and Exchange Commission as part of this Registration Statement on Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. CCBT Bancorp, Inc. (the "Registrant" or "Company") hereby incorporates by reference into this Registration Statement the following documents: (a) and (b) The Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 11, 1999 (the "Form 8-K"), which includes as exhibits thereto the following: (1) Annual Report of Cape Cod Bank and Trust Company (the "Bank") on Form 10-K for the year ended December 31, 1997, as filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit 99.1); Quarterly Report of the Bank on Form 10-Q for the quarter ended March 31, 1998, as filed with the FDIC (Exhibit 99.2); Quarterly Report of the Bank on Form 10-Q for the quarter ended June 30, 1998, as filed with the FDIC (Exhibit 99.3); Proxy Statement, dated November 9, 1998, delivered to the Bank's stockholders in connection with the Bank's December 4, 1998 Special Meeting of Stockholders, as filed with the FDIC (Exhibit 99.4); Quarterly Report of the Bank on Form 10-Q for the quarter ended September 30, 1998, as filed with the FDIC (Exhibit 99.5). (c) The description of the Registrant's common stock, par value $1.00 per share, contained in Exhibit 3.1 and 99.4 to the Form 8-K. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Indemnification. The Company is a Massachusetts corporation. Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation may, subject to certain limitations, indemnify its 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 corporation's 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. Section 67 also provides that a corporation may purchase and maintain insurance against liability incurred by an officer or director in his capacity as officer or director, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him against such liability. The Company's By-laws provide that directors and officers of the Company shall be reimbursed for, and indemnified by the Company against, liabilities and expenses reasonably incurred in connection with or arising out of service for or on behalf of the Company whether or not such person continues to be an officer or director at the time of the incurrence of such costs and expenses. The By- laws provide that such indemnification shall not be provided if it is finally adjudicated that such person was derelict in his performance as a director or officer or for any costs or expenses resulting from such person's own negligence or willful misconduct. The By-laws provide that the indemnification provision in the By-laws does not limit any other right to indemnification existing independently of the By-laws. 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. *4.1 Specimen certificate for shares of Common Stock of CCBT Bancorp, Inc. 4.2 CCBT Bancorp, Inc. Stock Option Plan 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered 23.1 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1 hereto) 23.2 Consent of Ernst & Young LLP, as independent public accountants 24.1 Power of attorney (see page 5 of this Registration Statement) ___________________________ * Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 1999, and incorporated herein by reference thereto. 2 ITEM 9. UNDERTAKINGS This Registration Statement on Form S-8 covers securities underlying the stock option plan adopted by the Company in connection with the reorganization of Cape Cod Bank and Trust Company (the "Bank") into holding company form pursuant to a Plan of Reorganization and Acquisition dated as of October 8, 1998 between the Company and the Bank (the "Plan of Reorganization"). Pursuant to the Plan of Reorganization, at the consummation of the reorganization, each issued and outstanding share of the Bank's common stock, par value $2.50 per share, automatically and without consideration was converted into and exchanged for one share of the common stock, par value $1.00 per share, of the Company. Notwithstanding the foregoing, as required by Item 9 of Form S-8, the Registrant provides the following undertakings. (a) The undersigned Registrant 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 of 1933; (ii) To reflect in the prospectus any acts 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; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in "Calculation of Registration Fee" table in the effective Registration Statement; (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 undersigned Registrant 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 of 1933, 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; and (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 undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be 3 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. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 the City of Hyannis, The Commonwealth of Massachusetts, on February 11, 1999. CCBT BANCORP, INC. By: /s/ Stephen B. Lawson ---------------------------- Stephen B. Lawson President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of CCBT Bancorp, Inc. hereby severally constitute Stephen B. Lawson and Noal D. Reid and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and in our capacities as officers and directors to enable CCBT Bancorp, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Stephen B. Lawson President, Chief Executive February 11, 1999 - --------------------- Stephen B. Lawson Officer and Director (principal executive officer) /s/ Noal D. Reid Treasurer and Chief February 11, 1999 - ---------------- Noal D. Reid Financial Officer (principal financial and accounting officer) /s/ Stephen B. Lawson Director February 11, 1999 - --------------------- Stephen B. Lawson 5 SIGNATURE TITLE DATE --------- ----- ---- /s/ John F. Aylmer Director February 11, 1999 - ------------------------- John F. Aylmer /s/ Palmer Davenport Director February 11, 1999 - ------------------------- Palmer Davenport _________________________ Director George D. Denmark /s/ John Otis Drew Director February 11, 1999 - ------------------------- John Otis Drew /s/ William C. Snow Director February 11, 1999 - ------------------------- William C. Snow 6 EXHIBIT INDEX *4.1 Specimen certificate for shares of Common Stock of CCBT Bancorp, Inc. 4.2 CCBT Bancorp, Inc. Stock Option Plan 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered 23.1 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1 hereto) 23.2 Consent of Ernst & Young LLP, as independent public accountants 24.1 Power of attorney (see page 5 of this Registration Statement) ___________________________ * Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 1999, and incorporated herein by reference thereto. 7 EX-4.2 2 STOCK OPTION PLAN Exhibit 4.2 CCBT BANCORP, INC. STOCK OPTION PLAN AS AMENDED AND RESTATED 1. 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. 2. DEFINITIONS ----------- a. "Affiliate" means: i. A member of a controlled group of corporations of which the Company or the Bank is a member or; ii. 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. 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. b. "Award" means the grant of any Stock Option under this Plan. c. "Board" means the Board of Directors of the Company. d. "Change in Control" means, for purposes of the Plan, the occurrence of any of the following events: i. 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 ii. 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 iii. Without limitation such a Change in Control shall be deemed to have occurred at such time as: (1) 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, (2) 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, (3) 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, (4) 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, (5) A tender offer is made for 30% or more of the voting securities of the Company then outstanding. iv. Notwithstanding the foregoing, no Change in Control shall be deemed to occur by virtue of the Bank becoming a subsidiary of the Company. e. "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. f. "Common Stock" means the $1.00 par value common stock of the Company. g. "Date of Grant" means the date an Award granted under this Plan shall be made to a Participant. h. "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. i. "Employee" means a full-time permanent employee or officer of the Company, the Bank or one of their affiliates. j. "Fair Market Value" means the closing price of the Common Stock on the Date of Grant of an Award. k. "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. l. "Participant" means an Employee selected by the Committee to participate in the Plan for the current Plan Year. m. "Plan Year" means a calendar year commencing on or after January 1, 1997. n. "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: i. Incentive Stock Options - Those Stock Options so specified by the Committee at the Date of Grant as being intended to comply with the provisions of Section 422 of the Code; or, ii. Non-Qualified Stock Options - Those Stock Options so specified by the Committee at the Date of Grant as not being intended to qualify as Incentive Stock Options. o. "Stock Option Agreement" means a formal agreement between the Company and a Participant establishing the terms of a Stock Option grant. Each Stock Option Agreement shall incorporate this Plan by reference. p. "Termination for Cause" means the termination of a Participant upon an intentional failure to perform stated duties or breach of a fiduciary duty involving personal dishonesty, which results in material loss to the Company, the Bank or one of their Affiliates, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses), which results in material loss to the Company, the Bank or one of their Affiliates. 3. ADMINISTRATION -------------- a. The Plan shall be administered by the Committee. The Committee shall act by vote or written consent of a majority of its members. b. Subject to the expressed provisions and limitations of the Plan as stated herein, the Committee may adopt such rules, regulations, guidelines and procedures as it deems appropriate for the proper administration of the Plan and make whatever determinations and interpretations it deems to be necessary or advisable. c. All determinations and interpretations made by the Committee shall be binding and conclusive on all Participants and on their legal representatives and beneficiaries. d. The Committee may take no action which would reduce or eliminate any previously vested benefit of any Participant under this Plan without the expressed written consent of the Participant. 4. PARTICIPATION ------------- a. Each Plan Year the Committee shall, in its sole discretion, determine which Employees of the Company, the Bank and their Affiliates, if any, shall participate in the Plan. Participation in the Plan for one Plan Year is neither a guarantee of participation in future Plan Years nor a guarantee of continued future employment. b. At the time an Employee is named as a Participant in the Plan, the Employee shall be provided by the Committee with his Award. Such notification shall include the number of Stock Options and their terms and conditions. c. Participation in the Plan shall be evidenced by a Stock Option Agreement, delivered to the Participant. To accept the Award, the Participant shall be required to sign and return one (1) copy of the Stock Option Agreement to the Company. 5. INCENTIVE STOCK OPTIONS ----------------------- a. The Committee shall have the right to grant Incentive Stock Options to a Participant pursuant to this Section V. A Stock Option Award shall not be considered an Incentive Stock Option unless it is specifically designated as such in the Stock Option Agreement. b. Incentive Stock Options shall be granted at the Fair Market Value of the Common Stock on the Date of Grant. c. Unless otherwise permitted by the Committee, no Incentive Stock Option may be exercisable for a period of at least one (1) year following the Date of Grant. d. No Incentive Stock Option shall be exercisable for more than ten (10) years following the Date of Grant. e. Incentive Stock Options may be exercised with cash, Common Stock or any combination of cash and Common Stock, provided that any shares of Common Stock tendered which were acquired through a previous Stock Option exercise were held by the Participant for at least six (6) months prior to their tender, and if shares acquired through the exercise of a previous Incentive Stock Option are used, that such shares have been held by the Participant for at least twelve (12) months prior to their tender. f. Incentive Stock Options shall be exercisable for one (1) year following death or disability; for three months following retirement with an immediate pension benefit payable, or termination of employment by the Company for reasons other than Cause, and shall be immediately forfeited if an employee terminates employment for any other reason, or the Company terminates employment for Cause. g. Incentive Stock Options shall vest at a rate of 25% (twenty-five percent) of the grant on each anniversary of the Date of Grant. h. All Incentive Stock Options shall become immediately vested and become exercisable in the event of a Change in Control of the Company. i. If a Participant terminates employment other than for death, Disability or Normal Retirement, any outstanding Incentive Stock Options shall terminate and be canceled upon the termination of employment. j. No Incentive Stock Options shall be granted to any Participant who owns or has beneficial ownership of at least ten percent of the Common Stock of the Bank. 6. NON-QUALIFIED STOCK OPTIONS --------------------------- a. The Committee shall have the right to grant Non-Qualified Stock Options to a Participant pursuant to this Section VI. All Stock Option Awards shall be presumed to be Non-Qualified Stock Options unless it is specifically stated to the contrary in the Stock Option Agreement. b. Non-Qualified Stock Options may be granted at any price at least equal to the Fair Market Value of the Common Stock on the Date of Grant. c. No Non-Qualified Stock Option shall be exercisable for more than ten (10) years following the Date of Grant. d. Non-Qualified Stock Options may be exercised with cash, Common Stock or any combination of cash and Common Stock, provided that any shares of Common Stock tendered which were acquired through a previous Stock Option exercise were held by the Participant for at least six (6) months prior to their tender. e. Non-Qualified Stock Options shall be exercisable for one (1) year following death or disability or Normal Retirement. f. If a Participant terminates employment other than for death, Disability or Normal Retirement, any outstanding Non-Qualified Stock Options shall terminate and be canceled upon the termination of employment. g. Non-Qualified Stock Options shall vest at a rate of 25% (twenty-five percent) of the grant on each anniversary of the Date of Grant. h. All Non-Qualified Stock Options shall become immediately vested and exercisable in the event of a Change in Control of the Company. 7. DESIGNATION OF BENEFICIARY -------------------------- A Participant may, with the consent of the Committee, designate a person or persons to receive or exercise, in the event of the Participant's death, any Award to which the Participant would have been entitled. Such designation will be made upon forms supplied by and delivered to the Bank and may be revoked in writing. If a Participant fails to effectively designate a beneficiary, then the Participant's estate will be deemed to be the beneficiary. 8. MISCELLANEOUS PROVISIONS ------------------------ a. Tax Withholding. There shall be deducted from any Award under the Plan, or the Participant shall be required to pay to the Company at the time of exercise, the amount required by any governmental authority to be withheld for income tax purposes. Tax withholding may be satisfied through the withholding of shares. b. Amendment. The Board may at any time, and from time to time, modify or amend the Plan. c. Termination. The Board may at any time terminate the Plan, provided that such termination shall not adversely effect the rights of a Participant to any previously granted Award without his or her consent. d. Applicable Law. The Plan will be administered in accordance with the laws of the Commonwealth of Massachusetts. e. Shares Authorized. The Committee shall be authorized to make Awards of up to 400,000 Shares of Common Stock in Stock Options under the Plan. f. Maximum Award. No Participant may receive an Award of more than 20,000 shares in any Plan Year. g. Recapitalization. In the event of a recapitalization in the form of a stock dividend, split, distribution, subdivision or combination of Common Stock of the Company, resulting in a change in the number of shares of Common Stock outstanding, the Committee shall make the appropriate adjustment in the number and exercise price of outstanding Options as well as authorized shares subject to the Plan. 9. EFFECTIVE DATES OF THE PLAN --------------------------- The Plan became effective upon the approval of the stockholders of record of the Bank at the 1997 annual meeting. The Plan shall terminate on the tenth anniversary of said approval, or such earlier date as determined by the Board. The amendment and restatement of the Plan shall become effective upon the final approval of CCBT Bancorp, Inc. as the holding company of Cape Cod Bank and Trust Company. EX-5.1 3 OPINION OF GOODWIN, PROCTER & HOAR LLP Exhibit 5.1 February 11, 1999 CCBT Bancorp, Inc. 307 Main Street Hyannis, MA 02601 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: This opinion is rendered to you in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") and the prospectus related thereto (the "Prospectus"), relating to an aggregate of 400,000 shares (the "Shares") of the common stock, $1.00 par value per share (the "Common Stock") of CCBT Bancorp, Inc. (the "Company") consisting of 400,000 shares issuable upon exercise of options underlying the CCBT Bancorp, Inc. Stock Option Plan, as amended and restated to the date hereof. We have acted as counsel to the Company in connection with the preparation of the Registration Statement. For purposes of this opinion, we have examined the Articles of Organization and By-laws of the Company; such records of the corporate proceedings of the Company as we have deemed material; the Registration Statement and all exhibits thereto; the CCBT Bancorp Inc. Stock Option Plan, as amended, and such other documents as we have deemed necessary to enable us to render this opinion. We are attorneys admitted to practice in The Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America and The Commonwealth of Massachusetts. In rendering the opinions expressed herein, we assume that all steps necessary to comply with the registration requirements of the Securities Act and with applicable requirements of state law regulating the sale of securities will be duly taken. Based upon and subject to the foregoing, and having regard for such legal considerations as we have deemed relevant, it is our opinion that the Shares have been authorized for issuance and, when issued and delivered against payment of the consideration therefor as set forth in the Prospectus, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Registration Statement and the Prospectus contained therein. Very truly yours, /s/Goodwin, Procter & Hoar LLP GOODWIN, PROCTER & HOAR LLP 8 EX-23.2 4 CONSENT OF ERNST & YOUNG, LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the CCBT Bancorp, Inc. Stock Option Plan of our report dated January 30, 1998, with respect to the consolidated financial statements of Cape Cod Bank and Trust Company incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1997, incorporated by reference in its Form 8-K dated February 11, 1999 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Boston, Massachusetts February 11, 1999 9 -----END PRIVACY-ENHANCED MESSAGE-----