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EXHIBIT 10.6(a)
AMENDED AND RESTATED
BANCORP RHODE ISLAND, INC.
NON-EMPLOYEE DIRECTORS STOCK PLAN
WHEREAS, pursuant to Section 2.5 of that certain Plan of Reorganization and
Merger dated as of February 15, 2000 (the "Merger Agreement") by and among Bank
Rhode Island ("Bank RI"), Bancorp Rhode Island, Inc. (the "Corporation") and
BKRI Interim Bank, each outstanding option to purchase the common stock of Bank
RI, including options to purchase such common stock granted to pursuant to Bank
RI's Non-Employee Directors Stock Plan (the "Director Plan"), became, by virtue
of the effectiveness of the Merger Agreement, without any action on the part of
the holders of such options, options to purchase the Common Stock, par value
$0.01 per share, of the Corporation (the "Common Stock"); and
WHEREAS, the Corporation desires to amend the Director Plan to reflect the
existence of the Corporation as the holding company for Bank RI, and to effect
the changes to the Director Plan necessary to implement the purposes of the
Director Plan under the new holding company structure; and
WHEREAS, pursuant to Section 7 of the Director Plan, the Board of Directors
of Bank RI has consented to the amendment and restatement of the Director Plan
as hereinafter set forth; and
WHEREAS, the Board of Directors of the Corporation has consented to the
adoption of the Director Plan as hereby amended and restated.
NOW, THEREFORE, the Director Plan is amended as follows:
This Amended and Restated Non-Employee Directors Stock Plan (the "Plan") is
adopted by the Corporation for the purpose of advancing the interests of the
Corporation by providing compensation and other incentives for the continued
services of the Corporation's non-employee directors and by attracting and
retaining able individuals to directorships with the Corporation.
1. DEFINITIONS. For purposes of this Plan, the following terms shall have
the meanings set forth below:
"ADMINISTRATOR" means the person(s) appointed by the Board to administer
the Plan as provided in Paragraph 2 hereof.
"ANNUAL MEETING" means the annual meeting of the Corporation's
shareholders.
"BOARD" means the Board of Directors of the Corporation.
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"CHANGE OF CONTROL" means (i) approval by the Corporation's shareholders of
a merger in which the Corporation does not survive as an independent, publicly
owned corporation, a consolidation, or a sale, exchange or other disposition of
all or substantially all the Corporation's assets, or (ii) any acquisition of
voting securities of the Corporation by any person or group (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), but excluding (a) the
Corporation or any of its subsidiaries, (b) any person who was an officer or
director of the Corporation on the day prior to the Effective Date, or (c) any
savings, pension or other benefits plan for the benefit of employees of the
Corporation or any of its subsidiaries, which theretofore did not beneficially
own voting securities representing more than 30% of the voting power of all
outstanding voting securities of the Corporation, if such acquisition results in
such entity, person or group owning beneficially securities representing more
than 30% of the voting power of all outstanding voting securities of the
Corporation. As used herein, "voting power" means ordinary voting power for the
election of directors of the Corporation.
"COMMON SHARES" means the Corporation's common stock, $0.01 par value per
share.
"EFFECTIVE DATE" means May 20, 1998, subject to the approval of the Plan by
the Corporation's shareholders.
"GRANT DATE" means the effective date of a grant of options pursuant to
Paragraph 4(a) hereof.
"MARKET VALUE" means the last sale price regular way or, in case no such
reported sales take place on such day, the average of the last reported bid and
asked prices regular way, in either case on the principal national securities
exchange on which the Common Shares are admitted to trading or listed, or if not
listed or admitted to trading on any such exchange, the representative closing
bid price as reported by NASDAQ, or other similar organization if NASDAQ is no
longer reporting such information, or if not so available, the fair market price
as determined by the Board of Directors of the Corporation.
"PARTICIPANT" means a director who has met the requirements of eligibility
and participation described in Paragraph 3 hereof.
2. ADMINISTRATION. The Plan shall be administered by the Administrator. The
Administrator may establish, subject to the provisions of the Plan, such rules
and regulations as it deems necessary for the proper administration of the Plan,
and make such determination and take such action in connection therewith or in
relation to the Plan as it deems necessary or advisable, consistent with the
Plan.
3. ELIGIBILITY AND PARTICIPATION.
(a) A non-employee director of the Corporation shall automatically become a
Participant in the Plan as of the later of (i) the Effective Date, or (ii) the
date of initial election to the Board. A director who is a regular employee of
the Corporation is not eligible to participate in the Plan.
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(b) A Participant shall cease participation in the Plan as of the date the
Participant (i) fails to be re-elected to the Board, (ii) resigns or otherwise
vacates his position on the Board, or (iii) becomes a regular employee of the
Corporation.
4. OPTION AWARDS
(a) GRANT OF OPTIONS. Each person who is a Participant on the Effective
Date shall be awarded a non-qualified option to purchase 1,500 Common Shares
effective as of the Effective Date, at a price equal to the Market Value of
Common Shares on that date. Any person who becomes a Participant after the
Effective Date shall be awarded non-qualified options to purchase 1,000 Common
Shares effective as of the date of the Annual Meeting at which such election
occurs, or if the Participant is first elected to the Board other than at an
Annual Meeting, as of the date of such election, at a price equal to the Market
Value of Common Shares on that date.
Commencing with the 1999 Annual Meeting, on the date of the Annual Meeting
of each year, a Participant (other than a director who is first elected at the
Annual Meeting for that year or within six months prior to such Annual Meeting),
shall be awarded non-qualified options to purchase 500 Common Shares, effective
as of such date, at a price equal to the Market Value of Common Shares on such
date.
(b) TERM AND EXERCISABILITY. All options shall have a term of 10 years and
shall vest six (6) months after the Grant Date. Notwithstanding the foregoing,
all options shall become immediately exercisable upon a Change of Control of the
Corporation. In the event of a Change of Control, the Board, or the board of
directors of any corporation assuming the obligations of the Corporation
hereunder may, as to outstanding options, upon written notice to the
Participants, provide that all unexercised options must be exercised within two
(2) years of the date of such notice or they will be terminated.
(c) METHOD OF EXERCISE. An option granted under the Plan may be exercised,
in whole or in part, by submitting a written notice to the Board, signed by the
Participant or such other person who may be entitled to exercise such option,
and specifying the number of Common Shares as to which the option is being
exercised. Such notice shall be accompanied by the payment of the full option
price for such Common Shares, or shall fix a date (not more than ten business
days from the date of such notice) for the payment of the full option price of
the Common Shares being purchased. Payment shall be made in the form of cash,
Common Shares (to the extent permitted by law), or both. A certificate or
certificates for the Common Shares purchased shall be issued by the Corporation
after the exercise of the option and full payment therefor.
(d) TERMINATION OF DIRECTORSHIP. If a Participant fails to be re-elected to
the Board, resigns or otherwise ceases to be a director of the Corporation for
reasons other than death or disability (within the meaning of Section 22(e)(3)
of the Internal Revenue Code), all options granted under this Plan to such
Participant which are not exercisable on such date shall
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immediately terminate, and any remaining options shall terminate if not
exercised before twenty-four (24) months following such termination, or at such
earlier time as may be applicable under Paragraph 4(b) above.
If a Participant ceases to be a director of the Corporation by reason of
death or disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code), all options granted under this Plan to such Participant which are
not exercisable on such date shall become immediately exercisable, and may be
exercised at any time before the expiration of twenty-four (24) months following
the date of death or commencement of disability, or such earlier time as may be
applicable under Paragraph 4(b) above.
(e) NON-TRANSFERABILITY. Each option and all rights thereunder shall be
exercisable during the Participant's lifetime only by him and shall be
non-assignable and non-transferable by the Participant except, in the event of
the Participant's death, by will or by the laws of descent and distribution. In
the event the death of a Participant occurs, the representative or
representatives of the Participant's estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise the Participant's
options in whole or in part may exercise the option prior to the expiration of
the applicable exercise period, as specified in Paragraph 4(d) above.
(f) NO RIGHTS AS SHAREHOLDER. A Participant shall have no rights as a
shareholder with respect to any Common Shares subject to the option prior to the
date of issuance of a certificate or certificates for such Common Shares.
(g) COMPLIANCE WITH SECURITIES LAWS. Options granted and Common Shares
issued by the Corporation upon exercise of options shall be granted and issued
only in full compliance with all applicable securities laws, including laws,
rules and regulations of the Securities and Exchange Commission and applicable
state Blue Sky Laws. With respect thereto, the Board may impose such conditions
on transfer, restrictions and limitations as it may deem necessary and
appropriate to assure compliance with such applicable securities laws.
5. SHARES SUBJECT TO THE PLAN.
(a) The Common Shares to be issued and delivered by the Corporation upon
the exercise of options under the Plan may be either authorized but unissued
shares or treasury shares of the Corporation.
(b) The aggregate number of Common Shares of the Corporation which may be
issued under the Plan shall not exceed 40,000 shares; subject, however, to the
adjustment provided in Paragraph 6 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the effective date of
this Plan.
(c) Common Shares covered by an option which is no longer exercisable with
respect to such shares shall again be available for issuance under this Plan.
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6. SHARE ADJUSTMENTS. In the event there is any change in the Corporation's
Common Shares resulting from stock splits, stock dividends, combinations or
exchanges of shares, or other similar capital adjustments, equitable
proportionate adjustments shall automatically be made without further action by
the Board or Administrator in (i) the number of Common Shares available for
award under this Plan, (ii) the number of Common Shares subject to options
granted under this Plan, and (iii) the option price of options granted under
this Plan.
7. AMENDMENT OR TERMINATION. The Board may terminate this Plan at any time,
and may amend the Plan at any time or from time to time; provided, however, that
the Plan shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder; and further provided that any
amendment that would increase the aggregate number of Common Shares that may be
issued under the Plan, materially increase the benefits accruing to Participants
under the Plan, or materially modify the requirements as to eligibility for
participation in the Plan shall be subject to the approval of the Corporation
shareholders to the extent required by Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, or any other governing rules or regulations except that
such increase or modification that may result from adjustments authorized by
Paragraph 6 does not require such approval. If the Plan is terminated, any
unexercised option shall continue to be exercisable in accordance with its
terms.
8. CORPORATION RESPONSIBILITY. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Corporation.
9. IMPLIED CONSENT. Every Participant, by acceptance of an award under this
Plan, shall be deemed to have consented to be bound, on his or her own behalf
and on behalf of his or her heirs, assigns, and legal representatives, by all of
the terms and conditions of this Plan.
10. RHODE ISLAND LAW TO GOVERN. This Plan shall be construed and
administered in accordance with and governed by the laws of the State of Rhode
Island.
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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Bancorp Rhode Island, Inc. Non-Employee Directors Stock Plan to be executed by
its duly authorized officer as of the 19th day of September, 2000.
BANCORP RHODE ISLAND, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Attest:
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary