-----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, C27Og+FIfUHq6dCDsgVvT2bGvxVNfxSDyt5xr4uEpWW0gbgMAk57ZgWOdNyKCQki I80+IvIXWLUvfOHFd3E9Ew== /in/edgar/work/20000629/0000946275-00-000303/0000946275-00-000303.txt : 20000920 0000946275-00-000303.hdr.sgml : 20000920 ACCESSION NUMBER: 0000946275-00-000303 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000629 EFFECTIVENESS DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBT BANCORP INC CENTRAL INDEX KEY: 0000801122 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 251532164 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40398 FILM NUMBER: 664857 BUSINESS ADDRESS: STREET 1: 309 MAIN ST CITY: IRWIN STATE: PA ZIP: 15642 BUSINESS PHONE: 7248633100 MAIL ADDRESS: STREET 1: IBT BANCORP INC STREET 2: 309 MAIN ST CITY: IRWIN STATE: PA ZIP: 15642 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on June 29, 2000. Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IBT Bancorp, Inc. ---------------------------------------------- (Exact name of Registrant as specified in its charter) Pennsylvania 25-1532164 - ---------------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 309 Main Street Irwin, Pennsylvania 15642 ------------------------------------- (Address of principal executive offices) IBT Bancorp, Inc. 2000 Stock Option Plan ----------------------------------------- (Full Title of the Plan) Richard Fisch, Esq. Evan M. Seigel, Esq. Malizia Spidi & Fisch, PC 1301 K Street, N.W. Suite 700 East Washington, D.C. 20005 (202) 434-4660 ----------------------------------------- (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Amount of Securities to Amount to be Offering Aggregate Offering Registration be Registered Registered (1) Price Per Share Price (2) Fee (2) - ------------- -------------- --------------- ---------- -------- Common Stock $1.25 par value per share 300,000 shares (2) $7,111,000 $1,877.30 ======================= ==================== ======================= ========================= ========================
(1) The maximum number of shares of common stock issuable upon awards to be granted under the IBT Bancorp, Inc. 2000 Stock Option Plan (the "Plan") consists of 300,000 shares which are being registered under this Registration Statement and for which a registration fee is being paid. Additionally, an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, dividends or similar transactions. (2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated, inter alia, based upon the price at which the stock options may be exercised. An aggregate of 300,000 shares are being registered hereby, of which 61,000 shares are under option at a weighted average exercise price of $24.50 per share ($1,494,500 in the aggregate). The remainder of such shares, which are not presently subject to options (239,000 shares), are being registered based upon the average of the bid and ask prices of the Common Stock of the Registrant as reported on the OTC Bulletin Board on June 26, 2000 of $23.50 per share ($5,616,500 in the aggregate) for a total offering of $7,111,000. This Registration Statement shall become effective automatically upon the date of filing, in accordance with Section 8(a) of the Securities Act of 1933 ("1933 Act") and Rule 462 of the 1933 Act. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. * - ------ Item 2. Registrant Information and Employee Plan Annual Information. * - ------ *This Registration Statement relates to the registration of 300,000 shares of IBT Bancorp, Inc. (the "Company" or "Registrant") common stock, $1.25 par value per share (the "Common Stock") issuable to employees, officers and directors of the Registrant or its subsidiary as compensation for services in accordance with the IBT Bancorp, Inc. 2000 Stock Option Plan (the "Plan"). Documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1). Such documents are not filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on Rule 428. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. - ------ The Company became subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") on April 29, 1999 and, accordingly, files periodic reports and other information with the Commission. Reports, proxy statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The following documents filed by the Company are incorporated in this Registration Statement by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the Commission; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the Commission; and (c) The description of the Company's securities as contained in the Company's Registration Statement on Form 10, as filed with the Commission on April 29, 1999. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, 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 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 2 Item 5. Interests of Named Experts and Counsel. - ------ Not Applicable Item 6. Indemnification of Directors and Officers. - ------ Sections 1741 through 1747 of the Pennsylvania Business Corporation Law provide that an officer, director, employee or agent may be indemnified by the Company from and against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with threatened, pending or contemplated proceedings (other than an action by or in the right of the Company) if such person acted in good faith and in a manner that such person reasonably believes to be in, or not opposed to, the best interests of the Company. Provisions regarding indemnification of directors, officers, employees or agents of the Company are contained in Article 13 of the Company's Articles of Incorporation. Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. The Registrant believes that these provisions assist the Registrant in, among other things, attracting and retaining qualified persons to serve the Registrant and its subsidiary. However, a result of such provisions could be to increase the expenses of the Registrant and effectively reduce the ability of stockholders to sue on behalf of the Registrant because certain suits could be barred or amounts that might otherwise be obtained on behalf of the Registrant could be required to be repaid by the Registrant to an indemnified party. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify the person against such liability under the provisions of the Certificate of Incorporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. 3 Item 7. Exemption from Registration Claimed. - ------ Not Applicable Item 8. Exhibits. - ------ For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end of this Registration Statement. Item 9. 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 1933 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; (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) do no apply if the Registration Statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the 1933 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 undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the 1934 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. 4 (c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the 1933 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 1933 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 expressed in the 1933 Act and will be governed by the final adjudication of such issue. 5 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 Irwin in the Commonwealth of Pennsylvania, as of June 28, 2000. IBT Bancorp, Inc. By: /s/Charles G. Urtin ------------------- Charles G. Urtin, President and Chief Executive Officer (Duly Authorized Representative) POWER OF ATTORNEY We, the undersigned directors and officers of IBT Bancorp, Inc., do hereby severally constitute and appoint Charles G. Urtin as our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said Charles G. Urtin may deem necessary or advisable to enable IBT Bancorp, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the offering of the Company's Common Stock, including specifically, but not limited to, power and authority to sign, for any of us in our names in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Charles G. Urtin shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of the date indicated.
/s/Richard L. Ryan /s/J. Curt Gardner - --------------------------------------------------- ------------------ Richard L. Ryan J. Curt Gardner Chairman of the Board Director Date: June 28, 2000 Date: June 28, 2000 /s/Charles G. Urtin /s/Thomas Beter - --------------------------------------------------- --------------- Charles G. Urtin, President, Chief Executive Officer Thomas Beter and Director Director (Principal Executive, Financial, and Accounting Officer) Date: June 28, 2000 Date: June 28, 2000 /s/William D. Fawcett /s/Edwin A. Paulone - --------------------------------------------------- ------------------- William D. Fawcett Edwin A. Paulone Director Director Date: June 28, 2000 Date: June 28, 2000 /s/Robert Rebich, Jr. /s/Grant J. Shevchik - --------------------------------------------------- -------------------- Robert Rebich, Jr. Grant J. Shevchik Director Director Date: June 28, 2000 Date: June 28, 2000 /s/Robert C. Whisner - --------------------------------------------------- Robert C. Whisner Director Date: June 28, 2000
INDEX TO EXHIBITS Exhibit Description - ------- ----------- 4.1 IBT Bancorp, Inc. 2000 Stock Option Plan 4.2 Form of Stock Option Agreement to be entered into with respect to Incentive Stock Options 4.3 Form of Stock Option Agreement to be entered into with respect to Non-Incentive Stock Options 4.4 Form of Stock Award Tax Notice 5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the Common Stock being registered 23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion filed as Exhibit 5.1) 23.2 Consent of Edwards Leap & Sauer 24 Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein EX-4.1 2 0002.txt EXHIBIT 4.1 EXHIBIT 4.1 IBT BANCORP, INC. 2000 STOCK OPTION PLAN IBT BANCORP, INC. 2000 STOCK OPTION PLAN 1. Purpose of the Plan. The Plan shall be known as the IBT Bancorp, ------------------- Inc. ("Company") 2000 Stock Option Plan (the "Plan"). The purpose of the Plan is to attract and retain qualified personnel for positions of substantial responsibility and to provide additional incentive to officers, directors, key employees and other persons providing services to the Company, or any present or future parent or subsidiary of the Company to promote the success of the business. The Plan is intended to provide for the grant of "Incentive Stock Options," within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and Non-Incentive Stock Options, options that do not so qualify. The provisions of the Plan relating to Incentive Stock Options shall be interpreted to conform to the requirements of Section 422 of the Code. 2. Definitions. The following words and phrases when used in this Plan ----------- with an initial capital letter, unless the context clearly indicates otherwise, shall have the meaning as set forth below. Wherever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural. "Award" means the grant by the Committee of an Incentive Stock Option or a Non-Incentive Stock Option, or any combination thereof, as provided in the Plan. "Bank" shall mean Irwin Bank & Trust Company, or any successor corporation thereto. "Board" shall mean the Board of Directors of the Company, or any successor or parent corporation thereto. "Change in Control" shall mean: (i) the sale of all, or a material portion, of the assets of the Company; (ii) the merger or recapitalization of the Company whereby the Company is not the surviving entity; (iii) a change in control of the Company, as otherwise defined or determined by the Pennsylvania Department of Banking, or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Company by any person, trust, entity or group. This limitation shall not apply to the purchase of shares by underwriters in connection with a public offering of Company stock. The term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. "Code" shall mean the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. "Committee" shall mean the Board or the Stock Option Committee appointed by the Board in accordance with Section 5(a) of the Plan. "Common Stock" shall mean the common stock of the Company, or any successor or parent corporation thereto. "Company" shall mean the IBT Bancorp, Inc., the parent corporation of the Bank, or any successor or Parent thereof. "Continuous Employment" or "Continuous Status as an Employee" shall mean the absence of any interruption or termination of employment with the Company or any present or future Parent or Subsidiary of the Company. Employment shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between payroll locations, of the Company or between the Company, its Parent, its Subsidiaries or a successor. "Director" shall mean a member of the Board of the Company, or any successor or parent corporation thereto. "Disability" means (a) with respect to Incentive Stock Options, the "permanent and total disability" of the Employee as such term is defined at Section 22(e)(3) of the Code; and (b) with respect to Non-Incentive Stock Options, any physical or mental impairment which renders the Participant incapable of continuing in the employment or service of the Bank or the Parent in his then current capacity as determined by the Committee. "Effective Date" shall mean the date specified in Section 13 hereof. "Employee" shall mean any person employed by the Company or any present or future Parent or Subsidiary of the Company. "Fair Market Value" shall mean: (i) if the Common Stock is traded otherwise than on a national securities exchange, then the Fair Market Value per Share shall be equal to the mean between the last bid and ask price of such Common Stock on such date or, if there is no bid and ask price on said date, then on the immediately prior business day on which there was a bid and ask price. If no such bid and ask price is available, then the Fair Market Value shall be determined by the Committee in good faith; or (ii) if the Common Stock is listed on a national securities exchange, then the Fair Market Value per Share shall be not less than the average of the highest and lowest selling price of such Common Stock on such exchange on such date, or if there were no sales on said date, then the Fair Market Value shall be not less than the mean between the last bid and ask price on such date. "Incentive Stock Option" or "ISO" shall mean an option to purchase Shares granted by the Committee pursuant to Section 8 hereof which is subject to the limitations and restrictions of Section 8 hereof and is intended to qualify as an incentive stock option under Section 422 of the Code. "Non-Incentive Stock Option" or "Non-ISO" shall mean an option to purchase Shares granted pursuant to Section 9 hereof, which option is not intended to qualify under Section 422 of the Code. --- "Option" shall mean an Incentive Stock Option or Non-Incentive Stock Option granted pursuant to this Plan providing the holder of such Option with the right to purchase Common Stock. "Optioned Stock" shall mean stock subject to an Option granted pursuant to the Plan. "Optionee" shall mean any person who receives an Option or Award pursuant to the Plan. -2- "Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Sections 424(e) and (g) of the Code. "Participant" means any director, officer or key employee of the Company or any Parent or Subsidiary of the Company or any other person providing a service to the Company who is selected by the Committee to receive an Award, or who by the express terms of the Plan is granted an Award. "Plan" shall mean the IBT Bancorp, Inc. 2000 Stock Option Plan. "Retirement" for an Employee shall mean termination of service in all capacities as an Employee following attainment of not less than age 55 and completion of not less than 15 years of Service to the Company or the Bank. Service to the Company or the Bank rendered prior to the Effective Date shall be recognized in determining eligibility to meet the requirements of Retirement under the Plan. "Retirement" for a Director shall mean termination of service as a Director. "Share" shall mean one share of the Common Stock. "Subsidiary" shall mean any present or future corporation which constitutes a "subsidiary corporation" as defined in Sections 424(f) and (g) of the Code. 3. Shares Subject to the Plan. Except as otherwise required by the --------------------------- provisions of Section 11 hereof, the aggregate number of Shares with respect to which Awards may be made pursuant to the Plan shall not exceed 300,000 Shares. Such Shares may either be from authorized but unissued shares or shares purchased in the market for Plan purposes. If an Award shall expire, become unexercisable, or be forfeited for any reason prior to its exercise, new Awards may be granted under the Plan with respect to the number of Shares as to which such expiration has occurred. 4. Six Month Holding Period. ------------------------ Subject to vesting requirements, if applicable, except in the event of death or Disability of the Optionee or a Change in Control of the Company, a minimum of six months must elapse between the date of the grant of an Option and the date of the sale of the Common Stock received through the exercise of such Option. 5. Administration of the Plan. -------------------------- (a) Composition of the Committee. The Plan shall be administered by the Board of Directors of the Company or a Committee which shall consist of not less than three Directors of the Company appointed by the Board and serving at the pleasure of the Board. All persons designated as members of the Committee shall meet the requirements of a "Non-Employee Director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as found at 17 CFR ss.240.16b-3 to the extent feasible. (b) Powers of the Committee. The Committee is authorized (but only to the extent not contrary to the express provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Awards to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a -3- quorum and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. In no event may the Committee revoke outstanding Awards without the consent of the Participant. The President of the Company and such other officers as shall be designated by the Committee are hereby authorized to execute written agreements evidencing Awards on behalf of the Company and to cause them to be delivered to the Participants. Such agreements shall set forth the Option exercise price, the number of shares of Common Stock subject to such Option, the expiration date of such Options, and such other terms and restrictions applicable to such Award as are determined in accordance with the Plan or the actions of the Committee. (c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby. 6. Eligibility for Awards and Limitations. -------------------------------------- (a) The Committee shall from time to time determine the officers, Directors, key employees and other persons who shall be granted Awards under the Plan, the number of Awards to be granted to each such persons, and whether Awards granted to each such Participant under the Plan shall be Incentive and/or Non-Incentive Stock Options. In selecting Participants and in determining the number of Shares of Common Stock to be granted to each such Participant, the Committee may consider the nature of the prior and anticipated future services rendered by each such Participant, each such Participant's current and potential contribution to the Company and such other factors as the Committee may, in its sole discretion, deem relevant. Participants who have been granted an Award may, if otherwise eligible, be granted additional Awards. (b) The aggregate Fair Market Value (determined as of the date the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by each Employee during any calendar year (under all Incentive Stock Option plans, as defined in Section 422 of the Code, of the Company or any present or future Parent or Subsidiary of the Company) shall not exceed $100,000. Notwithstanding the prior provisions of this Section 6, the Committee may grant Options in excess of the foregoing limitations, provided said Options shall be clearly and specifically designated as not being Incentive Stock Options. (c) In no event shall Shares subject to Options granted to non-employee Directors in the aggregate under this Plan exceed more than 30% of the total number of Shares authorized for delivery under this Plan pursuant to Section 3 herein or more than 4% to any individual non-employee Director. In no event shall Shares subject to Options granted to any Employee exceed more than 20% of the total number of Shares authorized for delivery under the Plan. 7. Term of the Plan. The Plan shall continue in effect for a term of ---------------- ten (10) years from the Effective Date, unless sooner terminated pursuant to Section 16 hereof. No Option shall be granted under the Plan after ten (10) years from the Effective Date. 8. Terms and Conditions of Incentive Stock Options. Incentive Stock ------------------------------------------------ Options may be granted only to Participants who are Employees. Each Incentive Stock Option granted pursuant to the Plan shall be evidenced by an instrument in such form as the Committee shall from time to time approve. Each Incentive Stock Option granted pursuant to the Plan shall comply with, and be subject to, the following terms and conditions: -4- (a) Option Price. (i) The price per Share at which each Incentive Stock Option granted by the Committee under the Plan may be exercised shall not, as to any particular Incentive Stock Option, be less than the Fair Market Value of the Common Stock on the date that such Incentive Stock Option is granted. (ii) In the case of an Employee who owns Common Stock representing more than ten percent (10%) of the outstanding Common Stock at the time the Incentive Stock Option is granted, the Incentive Stock Option exercise price shall not be less than one hundred and ten percent (110%) of the Fair Market Value of the Common Stock on the date that the Incentive Stock Option is granted. (b) Payment. Full payment for each Share of Common Stock purchased upon the exercise of any Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Incentive Stock Option and shall be paid in cash (in United States Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at the Fair Market Value at the date of exercise. The Company shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No Shares of Common Stock shall be issued until full payment has been received by the Company, and no Optionee shall have any of the rights of a stockholder of the Company until Shares of Common Stock are issued to the Optionee. (c) Term of Incentive Stock Option. The term of exercisability of each Incentive Stock Option granted pursuant to the Plan shall be not more than ten (10) years from the date each such Incentive Stock Option is granted, provided that in the case of an Employee who owns stock representing more than ten percent (10%) of the Common Stock outstanding at the time the Incentive Stock Option is granted, the term of exercisability of the Incentive Stock Option shall not exceed five (5) years. (d) Exercise Generally. Except as otherwise provided in Section 10 hereof, no Incentive Stock Option may be exercised unless the Optionee shall have been in the employ of the Company at all times during the period beginning with the date of grant of any such Incentive Stock Option and ending on the date of exercise of any such Incentive Stock Option. The Committee may impose additional conditions upon the right of an Optionee to exercise any Incentive Stock Option granted hereunder which are not inconsistent with the terms of the Plan or the requirements for qualification as an Incentive Stock Option. Except as otherwise provided by the terms of the Plan or by action of the Committee at the time of the grant of the Options, one-third of a grant of Options will be first exercisable on the one year anniversary of the date of grant and one-third annually thereafter during such periods of service as an Employee. (e) Cashless Exercise. Subject to vesting requirements, if applicable, an Optionee who has held an Incentive Stock Option for at least six months may engage in the "cashless exercise" of the Option. Upon a cashless exercise, an Optionee shall give the Company written notice of the exercise of the Option together with an order to a registered broker-dealer or equivalent third party, to sell part or all of the Optioned Stock and to deliver enough of the proceeds to the Company to pay the Option exercise price and any applicable withholding taxes. If the Optionee does not sell the Optioned Stock through a registered broker-dealer or equivalent third party, the Optionee can give the Company written notice of the exercise of the Option and the third party purchaser of the Optioned Stock shall pay the Option exercise price plus any applicable withholding taxes to the Company. -5- (f) Transferability. An Incentive Stock Option granted pursuant to the Plan shall be exercised during an Optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. 9. Terms and Conditions of Non-Incentive Stock Options. Each ---------------------------------------------------------- Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an instrument in such form as the Committee shall from time to time approve. Each Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be subject to the following terms and conditions. (a) Option Price. The price per Share at which each Non-Incentive Stock Option granted by the Committee under the Plan may be exercised shall not, as to any particular Non-Incentive Stock Option, be less than the Fair Market Value of the Common Stock on the date that such Non- Incentive Stock Option is granted. (b) Payment. Full payment for each Share of Common Stock purchased upon the exercise of any Non-Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Non-Incentive Stock Option and shall be paid in cash (in United States Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its Fair Market Value at the date of exercise. The Company shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No Shares of Common Stock shall be issued until full payment has been received by the Company and no Optionee shall have any of the rights of a stockholder of the Company until the Shares of Common Stock are issued to the Optionee. (c) Term. The term of exercisability of each Non-Incentive Stock Option granted pursuant to the Plan shall be not more than ten (10) years from the date each such Non-Incentive Stock Option is granted. (d) Exercise Generally. The Committee may impose additional conditions upon the right of any Participant to exercise any Non-Incentive Stock Option granted hereunder which is not inconsistent with the terms of the Plan. Except as otherwise provided by the terms of the Plan or by action of the Committee at the time of the grant of the Options, the Options will be exercisable at the rate of 100% on the date of grant. (e) Cashless Exercise. Subject to vesting requirements, if applicable, an Optionee who has held a Non-Incentive Stock Option for at least six months may engage in the "cashless exercise" of the Option. Upon a cashless exercise, an Optionee shall give the Company written notice of the exercise of the Option together with an order to a registered broker-dealer or equivalent third party, to sell part or all of the Optioned Stock and to deliver enough of the proceeds to the Company to pay the Option exercise price and any applicable withholding taxes. If the Optionee does not sell the Optioned Stock through a registered broker-dealer or equivalent third party, the Optionee can give the Company written notice of the exercise of the Option and the third party purchaser of the Optioned Stock shall pay the Option exercise price plus any applicable withholding taxes to the Company. (f) Transferability. Any Non-Incentive Stock Option granted pursuant to the Plan shall be exercised during an Optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. -6- 10. Effect of Termination of Employment, Disability, Death and -------------------------------------------------------------- Retirement on Incentive and Non-Incentive Stock Options. - -------------------------------------------------------- (a) Termination of Employment. In the event that any Optionee's employment with the Company shall terminate for any reason, other than Retirement, Disability or death, all of any such Optionee's Options, and all of any such Optionee's rights to purchase or receive Shares of Common Stock pursuant thereto, shall automatically terminate on (A) the earlier of (i) or (ii): (i) the respective expiration dates of any such Options, or (ii) the date of such termination of employment, or (B) at such later date as is determined by the Committee at the time of the grant of such Award based upon the Optionee's continuing status as a Director of the Bank or the Company, but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of such termination of employment, and further that such Award shall thereafter be deemed a Non-Incentive Stock Option. In the event that a Subsidiary ceases to be a Subsidiary of the Company, the employment of all of its employees who are not immediately thereafter employees of the Company shall be deemed to terminate upon the date such Subsidiary so ceases to be a Subsidiary of the Company. (b) Disability. In the event that any Optionee's employment with the Company shall terminate as the result of the Disability of such Optionee, such Optionee may exercise any Options granted to the Optionee pursuant to the Plan at any time prior to the earlier of (i) the respective expiration dates of any such Options or (ii) the date which is one (1) year after the date of such termination of employment, but only if, and to the extent that, the Optionee was entitled to exercise any such Options at the date of such termination of employment. (c) Death. In the event of the death of an Optionee, any Options granted to such Optionee may be exercised by the person or persons to whom the Optionee's rights under any such Options pass by will or by the laws of descent and distribution (including the Optionee's estate during the period of administration) at any time prior to the earlier of (i) the respective expiration dates of any such Options or (ii) the date which is two (2) years after the date of death of such Optionee but only if, and to the extent that, the Optionee was entitled to exercise any such Options at the date of death. For purposes of this Section 10(c), any Option held by an Optionee shall be considered exercisable at the date of his death if the only unsatisfied condition precedent to the exercisability of such Option at the date of death is the passage of a specified period of time. At the discretion of the Committee, upon exercise of Options the Optionee may receive Shares or cash or a combination thereof. If cash shall be paid in lieu of Shares, such cash shall be equal to the difference between the Fair Market Value of such Shares and the exercise price of such Options on the exercise date. (d) Options Deemed Exercisable. For purposes of Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any Optionee shall be considered exercisable at the date of termination of employment if any such Incentive Stock Option would have been exercisable at such date of termination of employment without regard to the Disability or death of the Participant. (e) Termination of Options; Vesting Upon Retirement. Except as may be specified by the Committee at the time of grant of an Option, to the extent that any Option granted under the Plan to any Optionee whose employment or director service with the Company terminates shall not have been exercised within the applicable period set forth in this Section 10, any such Option, and all rights to purchase or receive Shares of Common Stock pursuant thereto, as the case may be, shall terminate on the last day of the applicable period. Notwithstanding the foregoing, the Committee may authorize at the time of the grant of an Option that such Award shall be immediately 100% exercisable upon the Retirement of -7- the Optionee. Such Options shall, as of the date of Retirement, remain exercisable for the remaining term, but in no event for a period beyond two (2) years from the date of Retirement. 11. Recapitalization, Merger, Consolidation, Change in Control and -------------------------------------------------------------- Other Transactions. ------------------- (a) Adjustment. Subject to any required action by the stockholders of the Company, within the sole discretion of the Committee, the aggregate number of Shares of Common Stock for which Options may be granted hereunder, the number of Shares of Common Stock covered by each outstanding Option, and the exercise price per Share of Common Stock of each such Option, shall all be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares of Common Stock resulting from a subdivision or consolidation of Shares (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such Shares of Common Stock effected without the receipt or payment of consideration by the Company (other than Shares held by dissenting stockholders). (b) Change in Control. All outstanding Awards shall become immediately exercisable in the event of a Change in Control of the Company. In the event of such a Change in Control, the Committee and the Board of Directors will take one or more of the following actions to be effective as of the date of such Change in Control: (i) provide that such Options shall be assumed, or equivalent options shall be substituted, ("Substitute Options") by the acquiring or succeeding corporation (or an affiliate thereof), provided that: (A) any such Substitute Options exchanged for Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, and (B) the shares of stock issuable upon the exercise of such Substitute Options shall constitute securities registered in accordance with the Securities Act of 1933, as amended, ("1933 Act") or such securities shall be exempt from such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered Securities"), or in the alternative, if the securities issuable upon the exercise of such Substitute Options shall not constitute Registered Securities, then the Optionee will receive upon consummation of the Change in Control transaction a cash payment for each Option surrendered equal to the difference between (1) the Fair Market Value of the consideration to be received for each share of Common Stock in the Change in Control transaction times the number of shares of Common Stock subject to such surrendered Options, and (2) the aggregate exercise price of all such surrendered Options, or (ii) in the event of a transaction under the terms of which the holders of the Common Stock of the Company will receive upon consummation thereof a cash payment (the "Merger Price") for each share of Common Stock exchanged in the Change in Control transaction, to make or to 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 Options held by each Optionee (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such surrendered Options in exchange for such surrendered Options. (c) Extraordinary Corporate Action. Notwithstanding any provisions of the Plan to the contrary, subject to any required action by the stockholders of the Company, in the event of any Change in Control, recapitalization, merger, consolidation, exchange of Shares, spin-off, reorganization, tender offer, partial or complete liquidation or other extraordinary corporate action or event, the Committee, in its sole discretion, shall have the power, prior or subsequent to such action or event to: -8- (i) appropriately adjust the number of Shares of Common Stock subject to each Option, the Option exercise price per Share of Common Stock, and the consideration to be given or received by the Company upon the exercise of any outstanding Option; (ii) cancel any or all previously granted Options, provided that appropriate consideration is paid to the Optionee in connection therewith; and/or (iii) make such other adjustments in connection with the Plan as the Committee, in its sole discretion, deems necessary, desirable, appropriate or advisable; provided, however, that no action shall be taken by the Committee which would cause Incentive Stock Options granted pursuant to the Plan to fail to meet the requirements of Section 422 of the Code without the consent of the Optionee. (d) Acceleration. The Committee shall at all times have the power to accelerate the exercise date of Options previously granted under the Plan. (e) Non-recurring Dividends. Upon the payment of a special or non-recurring cash dividend that has the effect of a return of capital to the stockholders, the Option exercise price per share shall be adjusted proportionately and in an equitable manner. Except as expressly provided in Sections 11(a), 11(b) and 11(e) hereof, no Optionee shall have any rights by reason of the occurrence of any of the events described in this Section 11. 12. Time of Granting Options. The date of grant of an Option under ------------------------ the Plan shall, for all purposes, be the date on which the Committee makes the determination of granting such Option. Notice of the grant of an Option shall be given to each individual to whom an Option is so granted within a reasonable time after the date of such grant in a form determined by the Committee. 13. Effective Date. The Plan shall become effective upon the date -------------- of approval of the Plan by the stockholders of the Company. The Committee may make a determination related to Awards prior to the Effective Date with such Awards to be effective upon the date of stockholder approval of the Plan. 14. Approval by Stockholders. The Plan shall be approved by -------------------------- stockholders of the Company within twelve (12) months before or after the date the Plan is approved by the Board. 15. Modification of Options. At any time and from time to time, ------------------------ the Board may authorize the Committee to direct the execution of an instrument providing for the modification of any outstanding Option, provided no such modification, extension or renewal shall confer on the holder of said Option any right or benefit which could not be conferred on the Optionee by the grant of a new Option at such time, or shall not materially decrease the Optionee's benefits under the Option without the consent of the holder of the Option, except as otherwise permitted under Section 16 hereof. 16. Amendment and Termination of the Plan. ------------------------------------- (a) Action by the Board. The Board may alter, suspend or discontinue the Plan, except that no action of the Board may increase (other than as provided in Section 11 hereof) the maximum number of Shares permitted to be optioned under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility for participation in the Plan unless such action of the Board shall be subject to approval or ratification by the stockholders of the Company. -9- (b) Change in Applicable Law. Notwithstanding any other provision contained in the Plan, in the event of a change in any federal or state law, rule or regulation which would make the exercise of all or part of any previously granted Option unlawful or subject the Company to any penalty, the Committee may restrict any such exercise without the consent of the Optionee or other holder thereof in order to comply with any such law, rule or regulation or to avoid any such penalty. 17. Conditions Upon Issuance of Shares; Limitations on Option --------------------------------------------------------- Exercise; Cancellation of Option Rights. - ---------------------------------------- (a) Shares shall not be issued with respect to any Option granted under the Plan unless the issuance and delivery of such Shares shall comply with all relevant provisions of applicable law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities laws and the requirements of any stock exchange upon which the Shares may then be listed. (b) The inability of the Company to obtain any necessary authorizations, approvals or letters of non-objection from any regulatory body or authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares issuable hereunder shall relieve the Company of any liability with respect to the non-issuance or sale of such Shares. (c) As a condition to the exercise of an Option, the Company may require the person exercising the Option to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law. (d) Notwithstanding anything herein to the contrary, upon the termination of employment or service of an Optionee by the Company or its Subsidiaries for "cause" as determined by the Board of Directors, all Options held by such Participant shall cease to be exercisable as of the date of such termination of employment or service. (e) Upon the exercise of an Option by an Optionee (or the Optionee's personal representative), the Committee, in its sole and absolute discretion, may make a cash payment to the Optionee, in whole or in part, in lieu of the delivery of shares of Common Stock. Such cash payment to be paid in lieu of delivery of Common Stock shall be equal to the difference between the Fair Market Value of the Common Stock on the date of the Option exercise and the exercise price per share of the Option. Such cash payment shall be in exchange for the cancellation of such Option. Such cash payment shall not be made in the event that such transaction would result in liability to the Optionee or the Company under Section 16(b) of the Securities Exchange Act of 1934, as amended, and regulations promulgated thereunder. 18. Reservation of Shares. During the term of the Plan, the --------------------- reserve and keep Company will available a number of Shares sufficient to satisfy the requirements of the Plan. 19. Unsecured Obligation. No Participant under the Plan shall -------------------- have any interest in any fund or special asset of the Company by reason of the Plan or the grant of any Option under the Plan. No trust fund shall be created in connection with the Plan or any grant of any Option hereunder and there shall be no required funding of amounts which may become payable to any Participant. 20. Withholding Tax. The Company shall have the right to deduct --------------- from all amounts paid in cash with respect to the cashless exercise of Options under the Plan any taxes required by law to be -10- withheld with respect to such cash payments. Where a Participant or other person is entitled to receive Shares pursuant to the exercise of an Option, the Company shall have the right to require the Participant or such other person to pay the Company the amount of any taxes which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a number of such Shares sufficient to cover the amount required to be withheld. 21. No Employment Rights. No Director, Employee or other person -------------------- shall have a right to be selected as a Participant under the Plan. Neither the Plan nor any action taken by the Committee in administration of the Plan shall be construed as giving any person any rights of employment or retention as an Employee, Director or in any other capacity with the Company, the Bank or other Subsidiaries. 22. Governing Law. The Plan shall be governed by and construed in ------------- accordance with the laws of the Commonwealth of Pennsylvania, except to the extent that federal law shall be deemed to apply. -11- EX-4.2 3 0003.txt EXHIBIT 4.2 EXHIBIT 4.2 FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO WITH RESPECT TO INCENTIVE STOCK OPTIONS STOCK OPTION AGREEMENT ---------------------- FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422 OF THE INTERNAL REVENUE CODE PURSUANT TO THE IBT BANCORP, INC. 2000 STOCK OPTION PLAN ---------------------- FOR OFFICERS AND EMPLOYEES STOCK OPTIONS for a total of _______ shares of Common Stock of IBT Bancorp, Inc. (the "Company"), which Option is intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is hereby granted to ________________, (the "Optionee"), at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2000 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. 1. Option Price. The Option price is $_____ for each Share, being 100% ------------ of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option. 2. Exercises of Option. This Option shall be exercisable in accordance ------------------- with provisions of the Plan, provided the holder of such Option is an employee or director of the Company as of such date, as follows: (a) Schedule of Rights to Exercise. Percentage of Total Shares Awarded Which Are Exercisable/ Date Options Non-forfeitable ---- ------- --------------- Upon grant............................. 0 0% As of May 16, 2001..................... _____ 33 1/3% As of May 16, 2002..................... _____ 66 2/3% As of May 16, 2003..................... _____ 100% Notwithstanding the foregoing, in the event that the fair market value of the Common Stock subject to such grant to the Optionee exceeds $100,000, the amount in excess of $100,000 shall not be considered exercisable until the next calendar year following such date of grant, or the calendar year thereafter, as may be required. To the extent that such Options may not qualify as Incentive Stock Options and be first exercisable within three installments, the remainder of such Options shall be deemed non-Incentive Stock Options and shall nevertheless become first exercisable over such three installment periods. Options awarded to the Optionee shall continue to vest annually during such period that he serves as an employee or director of the Company or Irwin Bank & Trust Company. Notwithstanding any provisions in this Section 2, in no event shall this Option be exercisable prior to six months following the date of grant, except in the event of the death or Disability of the Optionee or a Change in Control of the Company. Options shall be 100% vested and exercisable upon the death, Disability, or Retirement of the Optionee, or upon a Change in Control of the Company. Upon termination of service absent Retirement, Disability or death, such Options shall cease to be exercisable on the date of termination of employment. Upon Disability, all Options shall be deemed immediately exercisable for a period not to exceed one year from such date of Disability. Upon death, all Options shall be immediately exercisable by the estate for a period not to exceed two years from such date of death. Upon Retirement (age 55 and not less than 15 years of service), all Options shall be immediately exercisable for a period of two years from such date of termination of employment. (b) Method of Exercise. This Option shall be exercisable by a written notice which shall: (i) State the election to exercise the Option, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such Shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons); (ii) Contain such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's counsel; (iii) Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and (iv) Be in writing and delivered in person or by certified mail to the Treasurer of the Company. Payment of the purchase price of any Shares with respect to which the Option is being exercised shall be by certified or bank cashier's or teller's check. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option. 2 (c) Restrictions on Exercise. This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the Optionee's exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation. 3. Non-transferability of Option. This Option may not be transferred in ----------------------------- any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 4. Term of Option. This Option may not be exercised more than ten (10) -------------- years from the date of grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 5. Related Matters. Notwithstanding anything herein to the contrary, --------------- additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options. IBT Bancorp, Inc. Date of Grant: May 16, 2000 By: ----------------------------------- Attest: - ----------------------------- [SEAL] 3 INCENTIVE STOCK OPTION EXERCISE FORM ------------------------------------ PURSUANT TO THE IBT BANCORP, INC. 2000 STOCK OPTION PLAN -------------------- (Date) IBT Bancorp, Inc. 309 Main Street Irwin, Pennsylvania 15642 Dear Sir: The undersigned elects to exercise the Incentive Stock Option to purchase __________ shares of Common Stock of IBT Bancorp, Inc. under and pursuant to a Stock Option Agreement dated ______________. Delivered herewith is a certified or bank cashier's or teller's check and/or shares of Common Stock, valued at the fair market value of the stock on the date of exercise, as set forth below. $ of cash or check ---------- of Common Stock ---------- $ Total ========== The name or names to be on the stock certificate or certificates and the address and Social Security Number of such person(s) is as follows: Name --------------------------------------- Address ------------------------------------- Social Security Number ---------------------- Very truly yours, ------------------------------ EX-4.3 4 0004.txt EXHIBIT 4.3 EXHIBIT 4.3 FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO WITH RESPECT TO NON-INCENTIVE STOCK OPTIONS STOCK OPTION AGREEMENT ---------------------- FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE IBT BANCORP, INC. 2000 STOCK OPTION PLAN ---------------------- NON-EMPLOYEE DIRECTORS STOCK OPTIONS for a total of _____ shares of Common Stock of IBT Bancorp, Inc. (the "Company") is hereby granted to _________________ (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2000 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended. 1. Option Price. The Option price is $_____ for each Share, being ------------ 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option. 2. Exercise of Option. This Option shall be exercisable in ------------------ accordance with provisions of the Plan as follows: (a) Schedule of Rights to Exercise. The Option shall be immediately exercisable upon the date of grant. Notwithstanding any provisions in this Section 2, in no event shall this Option be exercisable prior to six months following the date of grant, except in the event of the death or Disability of the Optionee or a Change in Control of the Company. Upon termination of service absent Retirement, Disability or death, such Options shall cease to be exercisable on the date of termination of service. Upon Disability, all Options shall be exercisable for a period not to exceed one year from such date of Disability. Upon death, all Options shall be exercisable by the estate for a period not to exceed two years from such date of death. Upon Retirement, all Options shall be exercisable for a period of two years from such date of termination of service. (b) Method of Exercise. This Option shall be exercisable by a written notice which shall: (i) State the election to exercise the Option, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such Shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons); (ii) Contain such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's counsel; (iii) Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and (iv) Be in writing and delivered in person or by certified mail to the Treasurer of the Company. Payment of the purchase price of any Shares with respect to which the Option is being exercised shall be by certified or bank cashier's or teller's check. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option. (c) Restrictions on Exercise. This Option may not be exercised ------------------------ if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the Optionee's exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation. 3. Non-transferability of Option. This Option may not be transferred in ----------------------------- any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 4. Term of Option. This Option may not be exercised more than ten (10) -------------- years from the date of grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 5. Related Matters. Notwithstanding anything herein to the contrary, --------------- additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options. IBT Bancorp, Inc. Date of Grant: May 16, 2000 By: ----------------------- Attest: - ----------------------------- [SEAL] 2 NON-INCENTIVE STOCK OPTION EXERCISE FORM ---------------------------------------- PURSUANT TO THE IBT BANCORP, INC. 2000 STOCK OPTION PLAN -------------------- (Date) IBT Bancorp, Inc. 309 Main Street Irwin, Pennsylvania 15642 Dear Sir: The undersigned elects to exercise the Non-Incentive Stock Option to purchase _____ shares of Common Stock of IBT Bancorp, Inc. under and pursuant to a Stock Option Agreement dated _____________. Delivered herewith is a certified or bank cashier's or teller's check and/or shares of Common Stock, valued at the fair market value of the stock on the date of exercise, as set forth below. $ of cash or check ---------- of Common Stock ---------- $ Total ========== The name or names to be on the stock certificate or certificates and the address and Social Security Number of such person(s) is as follows: Name -------------------------------- Address ----------------------------- Social Security Number --------------- Very truly yours, --------------------------- EX-4.4 5 0005.txt EXHIBIT 4.4 EXHIBIT 4.4 FORM OF STOCK AWARD TAX NOTICE TAX ISSUES RELATED TO EXERCISE OF STOCK OPTIONS This memorandum reviews the tax effects upon the exercise of "Non-Incentive Stock Options" ("NSOs") (those options awarded to non-employee directors and perhaps to some officers) and "Incentive Stock Options" ("ISOs") (those options generally awarded to officers and employees). A. Exercise of an NSO ------------------ Upon the exercise of an NSO, the amount by which the fair market value of the shares on the date of exercise exceeds the exercise price will be taxed to the optionee as ordinary income. The Company will be entitled to a deduction in the same amount, provided it makes all required withholdings on the compensation element of the exercise. In general, the optionee's tax basis in ---------------------------------------- the shares acquired by exercising an NSO is equal to the fair market value of - -------------------------------------------------------------------------------- such shares on the date of exercise. Upon a subsequent sale of any such shares - ----------------------------------- in a taxable transaction, the optionee will realize capital gain or loss (long-term or short-term, depending on whether the shares were held for more than 12 months before the sale) in an amount equal to the difference between his or her basis in the shares and the sale price. Special rules apply if an optionee pays the exercise price upon exercise of NSOs with previously acquired shares of stock. Except as described below with respect to shares acquired pursuant to ISOs, such a transaction is treated as a tax-free exchange of the old shares for the same number of new shares. To that extent, the optionee's basis in the new shares is the same as his or her basis in the old shares, i.e., there is a carryover of basis, and the ---- capital gain holding period runs without interruption from the date when the old shares were acquired. The value of any new shares received by the optionee in excess of the number of old shares surrendered less any cash the optionee pays for the new shares will be taxed as ordinary income. The optionee's basis in the additional shares is equal to the fair market value of such shares on the date the shares were transferred, and the capital gain holding period commences on the same date. The effect of these rules is to defer the date when any gain in the old shares that are used to buy new shares must be recognized for tax purposes. Stated differently, these rules allow an optionee to finance the exercise of an NSO by using shares of stock that he or she already owns, without paying current tax on any unrealized appreciation in the value of all or a portion of those old shares. B. Exercise of an ISO ------------------ The holder of an ISO will not be subject to federal income tax upon the exercise of the ISO, and the Company will not be entitled to a tax deduction by reason of such exercise, provided that the holder is still employed by the Company (or terminated employment no longer than three months before the exercise date). Additional exceptions to this exercise timing requirement apply upon the death or disability of the optionee. A sale of the shares received upon the exercise of an ISO which occurs both more than one year after the exercise of the ISO and more than two years after the grant of the ISO will result in the realization of long- term capital gain or loss in the amount of the difference between the amount realized on the sale and the exercise price for such shares. Generally, upon a sale or disposition of the shares prior to the foregoing holding requirements (referred to as a "disqualifying disposition"), the optionee will recognize ordinary income, and the Company will receive a corresponding deduction equal to the lesser of (i) the excess of the fair market value of the shares on the date of transfer to the optionee over the exercise price, or (ii) the excess of the amount realized on the disposition over the exercise price for such shares. Currently, ISO exercises are exempt from FICA and FUTA taxes and a disqualifying disposition is exempt from employer withholding. A special rule applies if an optionee pays all or part of the exercise price of an ISO by surrendering shares of stock that he or she previously acquired by exercising any other ISO. If the optionee has not held the old shares for the full duration of the applicable holding periods before surrendering them, then the surrender of such shares to exercise the new ISO will be treated as a disqualifying disposition of the old shares. As described above, the result of a disqualifying disposition is the loss of favorable tax consequences with respect to the acquisition of the old shares pursuant to the previously exercised ISO. Where the applicable holding period requirements have been met, the use of previously acquired shares of stock to pay all or a portion of the exercise price of an ISO may offer significant tax advantages, particularly a deferral of the recognition of any appreciation in the surrendered shares in the same manner as discussed above with respect to NSOs. C. Alternative Minimum Tax ----------------------- The "alternative minimum tax" is paid when such tax exceeds a taxpayer's regular federal income tax. The alternative minimum tax is calculated based on alternative minimum taxable income, which is taxable income for federal income tax purposes, modified by certain adjustments and increased by tax preference items. The spread under an ISO - i.e., the difference between (a) the fair ---- market value of the shares at exercise and (b) the exercise price - is classified as alternative minimum taxable income for the year of exercise. Alternative minimum taxable income may be subject to the alternative minimum tax. However, a disqualifying disposition of the shares subject to the ISO during the same year in which the ISO was exercised will generally cancel the alternative minimum taxable income generated upon exercise of the ISO. When a taxpayer sells stock acquired through the exercise of an ISO, generally only the difference between the fair market value of the shares on the date of exercise and the date of sale is used in computing the alternative minimum tax. The portion of a taxpayer's minimum tax attributable to certain items of tax preference (including the spread upon the exercise of an ISO) can be credited against the taxpayer's regular liability in later years to the extent that liability exceeds the alternative minimum tax. 2 EX-5.1 6 0006.txt EXHIBIT 5.1 EXHIBIT 5.1 OPINION OF MALIZIA SPIDI & FISCH, PC AS TO THE VALIDITY OF THE COMMON STOCK BEING REGISTERED MALIZIA SPIDI & FISCH, PC ATTORNEYS AT LAW 1301 K STREET, N.W. 637 KENNARD ROAD SUITE 700 EAST STATE COLLEGE, PENNSYLVANIA 16801 WASHINGTON, D.C. 20005 (814) 466-6625 (202) 434-4660 FACSIMILE: (814) 466-6703 FACSIMILE: (202) 434-4661 June 29, 2000 Board of Directors IBT Bancorp, Inc. 309 Main Street Irwin, Pennsylvania 15642 RE: Registration Statement on Form S-8: ---------------------------------- IBT Bancorp, Inc. 2000 Stock Option Plan Gentlemen: We have acted as special counsel to IBT Bancorp, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended, relating to 300,000 shares of common stock, par value $1.25 per share (the "Common Stock") of the Company which may be issued upon the exercise of options granted or which may be granted under the IBT Bancorp, Inc. 2000 Stock Option Plan (the "Plan"), as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued pursuant to the stock awards granted under and in accordance with the terms of the Plan will be duly and validly issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8. Sincerely, /s/Malizia Spidi & Fisch, PC ---------------------------------------- Malizia Spidi & Fisch, PC EX-23.1 7 0007.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF MALIZIA SPIDI & FISCH, PC (APPEARS IN THEIR OPINION FILED AS EXHIBIT 5.1) EX-23.2 8 0008.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF EDWARDS LEAP & SAUER [LETTERHEAD OF EDWARDS LEAP & SAUER] INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors and Stockholders IBT Bancorp, Inc. 309 Main Street Irwin, Pennsylvania 15642 We consent to the incorporation by reference in this Registration Statement of IBT Bancorp, Inc. on Form S-8 of our report dated February 1, 2000, incorporated by reference in the Annual Report on Form 10-K of IBT Bancorp, Inc. for the year ended December 31, 1999. /s/Edwards Leap & Sauer --------------------------- Edwards Leap & Sauer June 28, 2000 Pittsburgh, Pennsylvania -----END PRIVACY-ENHANCED MESSAGE-----