-----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, AmptyyAF5JMMnjXkhaVkGnj3Ra8X2LKIVLVeaRKPha7tjLczLuZRQlKdsm7Afr1f z5TS0iyFZ14aNSAgWayw0Q== /in/edgar/work/20000719/0000950109-00-002867/0000950109-00-002867.txt : 20000920 0000950109-00-002867.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950109-00-002867 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON VALLEY HOLDING CORP CENTRAL INDEX KEY: 0000722256 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 133148745 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59317 FILM NUMBER: 674999 BUSINESS ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 BUSINESS PHONE: 9149616100 MAIL ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLCOMBE MARIE A CENTRAL INDEX KEY: 0001119675 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 700 NEPPERHAN AVE. CITY: YONKERS STATE: NY ZIP: 10703 BUSINESS PHONE: 9149696500 SC 13D 1 0001.txt SCHEDULE 13D PAGE 1 OF 26 PAGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___________) 1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Hudson Valley Holding Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.20 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number) Stephen R. Brown Martin L. Budd Hudson Valley Holding Corp. Day, Berry & Howard LLP 21 Scarsdale Road One Canterbury Green Yonkers, New York 10707 Stamford, Connecticut 06901 (914) 961-6100 (203) 977-7300 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) June 30, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ------------------------- 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 2 OF 26 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Marie A. Holcombe - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 33,461 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 693,194 PERSON ------------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER 33,461 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 693,194 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Reporting Person currently owns beneficially 726,555 shares of Hudson Valley Holding Corp. Common Stock. - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- PAGE 3 OF 26 PAGES Item 1. Security and Issuer: ------------------- The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $.20 per share (the "Common Stock"), of Hudson Valley Holding Corp., a New York corporation. The principal executive offices of the Issuer are located at 21 Scarsdale Road, Yonkers, New York 10707. Item 2. Identity and Background: ----------------------- (a) The Reporting Person is Marie A. Holcombe. (b) The business address of the Reporting Person is 700 Nepperhan Avenue, Yonkers, NY 10702. (c) Marie A. Holcombe is the Assistant Director of Public Relations for Precision Valve Corporation, Inc., located at 700 Nepperhan Avenue, Yonkers, NY 10702. (d) The Reporting Person has not been convicted in a criminal proceeding during the last five years. (e) The Reporting Person, during the last five years, was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Not applicable. Item 4. Purpose of Transaction: ---------------------- Not applicable. PAGE 4 OF 26 PAGES Item 5. Interest in Securities of the Issuer: ------------------------------------ (a) - (b) The table below sets forth the information required in (a) and (b) of this Item 5:
Number of Shares Shared Shared Sole Sole Beneficially Voting Investment Voting Investment Name Owned Power Power Power Power Percent - ---- ----- ----- ----- ----- ----- ------- Hudson Valley 726,655 693,194 693,194 33, 019 33,019 17%
- ------------------------- (c) Not applicable. (d) The Reporting Person, along with William E. Griffin and John P. Abplanalp, are Co-Trustee's of the Robert H. Abplanalp Grantor Retained Annuity Trust (the "GRAT"). As a Co-Trustee, the Reporting Person has shared voting and investment power concerning all 397,641 shares in the GRAT. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to ------------------------------------------------------------------------ Securities of the Issuer: ------------------------ Stock Restriction Agreement. The Company has required all --------------------------- employees and directors who acquire shares of common stock from the Company to enter into Stock Restriction Agreements that give the Company a right of first refusal on any shares of common stock that the shareholder wishes to transfer. Gifts to family members are not subject to the Company's right of first refusal, but the donee must enter into a Stock Restriction Agreement with the Company. Pursuant to the Stock Restriction Agreements, the Company may, but is not required to, purchase all of the shares offered upon the same terms and conditions as that offered by the prospective purchaser. Each certificate representing shares of our stock must also bear a legend that restricts the transfer of the stock under the rules of the Securities Act of 1933 and the Stock Restriction Agreement. Shares listed in Item 5 as "Shared Voting Power" and "Shared Investment Power" include 2,500 shares that are subject to options granted to the Reporting Person's spouse pursuant to the form of Non-Statutory Stock Option Agreement and the 1992 Stock Option Plan, included as Exhibits A and B in Item 7. All shares other than shares held by the GRAT are subject to Stock Restriction Agreements, the form of which is included as Exhibit C in Item 7. PAGE 5 OF 26 PAGES Item 7. Material to be Filed as Exhibits -------------------------------- A. Form of Non-Statutory Stock Option Agreement B. Hudson Valley Holding Corp. 1992 Stock Option Plan C. Form of Stock Restriction Agreement -5- PAGE 6 OF 26 PAGES SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 18, 2000 /s/ Marie A. Holcombe ------------------------------- Marie A. Holcombe PAGE 7 OF 26 PAGES EXHIBIT INDEX Item 7. Material to be Filed as Exhibits A. Non-Statutory Stock Option Agreement B. Hudson Valley Holding Corp.1992 Stock Option Plan C. Form of Stock Restriction Agreement EX-99.A 2 0002.txt EXHIBIT A PAGE 8 OF 26 PAGES EXHIBIT A --------- HUDSON VALLEY HOLDING CORP. 1992 STOCK OPTION PLAN NON-STATUTORY STOCK OPTION AGREEMENT AGREEMENT, dated this 27th day of March, 1997, between HUDSON VALLEY HOLDING CORP. (the "Corporation"), a New York Corporation, and ____________________ (the "Optionee"). WHEREAS, the Compensation Committee of the Board of Directors of the Corporation (the "Committee") approved the Hudson Valley Holding Corp. 1992 Stock Option Plan (the "Plan") on July 27, 1992; and, WHEREAS, the Plan was approved by a majority of the shareholders of the Corporation on October 20,1992; and, WHEREAS, the Corporation seeks to provide a means by which the Corporation, through the grant of stock options to the Optionee, may retain the Optionee as a [Director/Consultant/Advisor] of Hudson Valley Bank and motivate the Optionee to - ----------------------------- exert his or her best efforts on behalf of the Corporation and any Subsidiary corporation. NOW THEREFORE, in consideration of the promises contained in this Agreement and the benefits to be derived from those promises, the Corporation and the Optionee agree as follows. 1. GRANT OF OPTION. From time to time, the Committee may grant to the --------------- Optionee a right and option to purchase from the Corporation an aggregate of one or more shares of the common stock of the Corporation (the "Common Stock"): provided, that at the time of any such grant the Optionee owns not more than 10 percent of the total combined voting power of all classes of stock of the Corporation and of any Subsidiary Corporation. It is intended that each such option shall be a nonstatutory stock option and shall not qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. Each such option shall be evidenced by an Option Grant Notice addressed to the Optionee from the Corporation and shall be subject to the terms and conditions of the 1992 Plan, of this Agreement and of the Option Grant Notice. 2. TERMS AND CONDITIONS. It is understood and agreed that any option -------------------- evidenced by an Option Grant Notice to the Optionee is subject to the following terms and conditions: A. EXPIRATION DATE. The option shall expire on the day before the 10th --------------- anniversary of the option grant date as provided in the Option Grant Notice. B. EXERCISE OF OPTION DURING CONTINUOUS SERVICE: -------------------------------------------- -8- PAGE 9 OF 26 PAGES Subject to the provisions of this Agreement and the 1992 Plan, no part of the option may be exercised until the Optionee has completed 1 year of service with the Corporation and/or Subsidiary Corporation. Thereafter, the option shall be exercisable from time to time over a period beginning on the first day of the calendar year immediately following the close of the calendar year when the Optionee completes 1 year of service with the Corporation and/or Subsidiary Corporation and ending on the earliest of the expiration, termination of service, or cancellation of the option. An exercise of any part of the option shall be accompanied by a written notice to the Corporation specifying the number of shares as to which the option is being exercised. C. EXERCISE IN THE EVENT OF DEATH. DISABILITY OR TERMINATION OF SERVICE. -------------------------------------------------------------------- (1) DEATH. If the Optionee dies while an employee of the Corporation or of ----- any Subsidiary Corporation, the option may be exercised by the Optionee's estate or by any person who acquired the option by bequest or inheritance or by reason of the death of the Optionee, within the 12 months immediately following his or her death and to the extent that the Optionee was entitled to exercise the option at the date of his or her death; provided, however, that the option may not be exercised after the expiration date provided in Section 2A of this Agreement. (2) DISABILITY. If the Optionee ceases to be a ---------- [director/consultant/advisor] of the Corporation or of any Subsidiary Corporation because of his or her disability, as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the option may be exercised by him or her, his or her attorney-in-fact or conservator, as appropriate, within 12 months immediately following the date that he or she ceased to be an employee and to the extent that the Optionee was entitled to exercise the option on the date when his or her services ceased; provided, however, that the option may not be exercised after the expiration date provided in Section 2A of this Agreement. (3) TERMINATION OF SERVICE: If the Optionee ceases to be in the service of ---------------------- the Corporation or of any Subsidiary Corporation for any reason other than death or disability, the option may be exercised by him or her within the 3 months immediately following his or her termination of service to the extent that the Optionee was entitled to exercise the option on the date of his or her termination; provided, however that the option may not be exercised after the expiration date provided in Section 2A of this Agreement; provided further, that if the Optionee ceases to be in the service of the Corporation or of any Subsidiary Corporation because he or she voluntarily terminates his or her service or because his or her service is involuntarily terminated by the Corporation or by any Subsidiary Corporation as a result of his or her willful misconduct, as determined in the sole discretion of this Committee, all right to exercise the option shall terminate on the date when his or her service ceases. -9- PAGE 10 OF 26 PAGES D. PAYMENT OF PURCHASE PRICE UPON EXERCISE. At the time of any exercise, --------------------------------------- the purchase price of the shares for which the option may be exercised shall be paid in cash to the Corporation. The Optionee agrees that the purchase price is determined in good faith by the Committee at the time when the option is granted as not less than 100 percent of the fair market value of a share of the Common Stock on the date of the grant of the option. E. NONTRANSFERABILITY. The option shall not be transferable other than by a ------------------ will of the Optionee or by the laws of descent and distribution. During the lifetime of the Optionee, the option shall be exercisable only by the Optionee or by his or her attorney-in fact or conservator. F. ADJUSTMENTS. In the event of any change in the Common Stock by reason of ----------- any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, rights offering to purchase Common Stock at a price substantially below fair market value, or of any similar change affecting the Common Stock, then, the number and kind of shares subject to the option and the purchase price per share of those subject shares, shall be appropriately adjusted consistent with such change in a manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to the Optionee hereunder. Any adjustment so made shall be final and binding upon the Optionee. G. NO RIGHTS AS A SHAREHOLDER. The Optionee shall have no right as a -------------------------- shareholder with respect to shares of stock subject to the option prior to the date of issuance to him or her of a certificate or certificates for such shares. H. NO RIGHTS TO CONTINUED EMPLOYMENT. The option shall not confer upon the --------------------------------- Optionee any right with respect to continuance of the Optionee's current position within the Corporation or any Subsidiary Corporation, nor shall it interfere in any way with the right of the Corporation to terminate his or her service at anytime. I. REORGANIZATION. MERGER. CONSOLIDATION. DISSOLUTION. LIQUIDATION. OR SALE ------------------------------------------------------------------------ OF ASSETS. Upon a reorganization in which the Corporation is not the surviving - --------- or acquiring corporation, the unexercised portion of the option shall be canceled on the effective date of the reorganization; provided, however, that the Committee shall provide the Optionee, or the holder of the Optionee's option, with 15 days' written notice of the reorganization, and the Optionee, or the holder of the option, shall have the right to exercise the option, regardless of any exercise limitations provided in Section 2B of this Agreement, within the period beginning when the Optionee, or the holder of the option, receives the notice and ending on the date immediately preceding the date of the reorganization; provided, further, that the option may not be exercised after the period provided in Section 2 of this Agreement. For the purposes of the 1992 Plan and this Agreement, the term "reorganization" shall mean any merger, consolidation, sale of substantially all of the assets of the Corporation, -10- PAGE 11 OF 26 PAGES or sale of the securities of the Corporation pursuant to which the Corporation is or becomes a wholly-owned subsidiary of another corporation after the effective date of the reorganization. J. COMPLIANCE WITH LAWS AND REGULATIONS. The option and the obligation ------------------------------------ of the Corporation to sell and deliver shares hereunder, shall be subject to all applicable federal and state laws and rules and regulations and to such approvals by any government or regulatory agency as may be required. The Corporation shall not be required to issue or deliver any certificates for shares of Common Stock prior to the completion of any registration or qualification of such shares under any federal or state law or any rule or regulation of any governmental body which the Corporation shall, in its sole discretion, determine to be necessary or advisable. 3. STOCK RESTRICTION AGREEMENT. The Corporation shall not be required to --------------------------- issue or deliver any share of Common Stock upon the exercise of any option granted under the 1992 Plan until the Optionee, or the holder of the option becomes a signatory to a stock restriction agreement with respect to all of his or her Common Stock, including all shares presently owned or hereinafter acquired. This Agreement will be substantially in the form of Exhibit "A" attached hereto. 4. INVESTMENT REPRESENTATION. The Committee shall require the Optionee to ------------------------- furnish to the Corporation, prior to the issuance of any share upon the exercise of all or any part of an option, an agreement (in such form as the Committee may specify) in which the Optionee represents that the shares acquired by him or her upon exercise of the option are being acquired for investment and not with a view to the resale, distribution, offering, transferring, mortgaging, pledging, hypothecating, or otherwise disposing of any such stock under the circumstances which would constitute a public offering or distribution under the Securities Act of 1933 or applicable securities laws of any state. No shares of stock shall be issued upon the exercise of the option unless the Corporation shall have received from the Optionee a written statement satisfactory to the Corporation, or its counsel, containing the above representations, stating that certificates representing such shares may bear a legend restricting their transfer, and stating that the Corporation's transfer agent or agents may be given instructions to stop transfer of any certificate bearing such legend; provided, however, that such representation and restrictions shall not be required if (A) an effective registration statement for such shares under the Securities Act of 1933 and any applicable state laws has been filed with the Securities and Exchange Commission and with the appropriate agency or commission of any state whose laws apply to the transaction, or (B) the Corporation has received an opinion of counsel satisfactory to the Corporation, or its counsel, that registration is not required under the Securities Act of 1933 or under the applicable securities laws of any state. 5. OPTIONEE BOUND BY 1992 PLAN. The Optionee hereby acknowledges receipt of --------------------------- a copy of the 1992 Plan and agrees to be bound by all the terms and provisions thereof. To the extent that the terms of this Agreement or of any Option -11- PAGE 12 OF 26 PAGES Grant Notice are inconsistent with the terms of the 1992 Plan, the terms of the 1992 Plan shall govern. This Agreement shall be construed in accordance with the laws of the State of New York. 6. NOTICES. Any notice required or permitted to be given under this ------- Agreement shall be sufficient if in writing and if sent by Certified or Registered Mail. As to the Corporation any required notice shall be addressed to the Chairman of the Board, Hudson Valley Holding Corp., 21 Scarsdale Road, Yonkers, New York 10707. As to the Optionee any required notice shall be addressed to him or her at his or her last address on file with Hudson Valley Bank. Any party, by notice given as provided above, may change the address to which its future notices shall be sent. 7. COUNTERPARTS. This Agreement has been executed in two counterparts each ------------ of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its President and the Optionee has executed this Agreement, both as of the day and year first above written. HUDSON VALLEY HOLDING CORP. By: ----------------------------------------- William M. Mooney, President & CEO Attest: ------------------------------------- OPTIONEE -------------------------------------------- -12- PAGE 13 OF 26 PAGES STATE OF NEW YORK ) ) s.s.: COUNTY OF WESTCHESTER) On the _____ day of _____________ 1997, before me personally came William M. Mooney to me known, who, being by me duly sworn, did depose and say that he resides at 87 Cliffield Road. Bedford, New York. 10506; and that he is the President & CEO of HUDSON VALLEY HOLDING CORP., the Corporation described in and which executed the foregoing instrument; that he knows the seal of said Corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Corporation, and that he signed his name thereto by like order. STATE OF NEW YORK ) ) s.s.: COUNTY OF WESTCHESTER) On the 27th day of March, 1997, before me personally came _________________________ to me known to be the individual described in and who executed the foregoing instrument, and acknowledged that he/she executed the same. ---------------------------------- -13- EX-99.B 3 0003.txt EXHIBIT B PAGE 14 OF 26 PAGES EXHIBIT B --------- HUDSON VALLEY HOLDING CORP. 1992 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. ------------------- The purpose of the Hudson Valley Holding Corp. 1992 Stock Option Plan (the "1992 Plan") is to provide a means by which Hudson Valley Holding Corp. (the "Corporation"), through the grant of incentive stock options and nonstatutory stock options to eligible employees, directors, consultants and advisors, may attract and retain persons of ability and motivate these persons to exert their best efforts on behalf of the Corporation and any Subsidiary Corporation of the Corporation, ("Subsidiary Corporation"). For the purposes of the 1992 Plan, and any option agreement under the 1992 Plan, the term "Subsidiary Corporation" means a Subsidiary Corporation as defined by Section 424(f) of the Internal Revenue Code of 1986, as amended. It is intended that options issued under the Plan may be either incentive stock options which meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or nonstatutory stock options. 2. SHARES SUBJECT TO THE 1992 PLAN. ------------------------------- Subject to the provisions of Section 5B(9) of the 1992 Plan, 275,000 shares of the common stock of the Corporation (the "Common Stock") shall be reserved and may be optioned under the 1992 Plan. The reserved shares may be authorized and unissued shares, treasury shares, or any combination of both. Subject to the provisions of Section 5B(9) of the 1992 Plan, if an option granted under the 1992 Plan expires, terminates, or is canceled for any reason, the shares of stock representing that option shall be available again under the 1992 Plan. 3. ADMINISTRATION OF THE 1992 PLAN. ------------------------------- The 1992 Plan shall be administered by the Compensation Committee of the Corporation (the "Committee"). The Committee shall have plenary authority in its sole discretion, subject to and not inconsistent with the express provisions of the 1992 Plan, to grant options; to determine the purchase price of the Common Stock covered by each option, the term of each option, the employees, directors, consultants, and advisors to whom, and the time or times at which, options shall be granted, and the number of shares to be covered by each option; to designate options as incentive stock options or nonstatutory stock options; to interpret the 1992 Plan; to prescribe, amend, and rescind rules and regulations relating to the 1992 Plan; to determine the terms and provisions of the option agreements (which need not be identical) for options granted under the 1992 Plan; and to make all other determinations deemed necessary or advisable for the administration and operation of the 1992 Plan. -14- PAGE 15 OF 26 PAGES The Committee shall keep minutes of its meetings. All actions of the Committee shall be taken by a majority of its members. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all persons who have received awards, the Corporations, any Subsidiary Corporation, and all other interested persons. 4. ELIGIBILITY AND GRANT OF OPTIONS UNDER THE 1992 PLAN. ---------------------------------------------------- A. Incentive stock options may be granted to any employee of the Corporation or of any Subsidiary Corporation who is a signatory to a Stock Restriction Agreement with respect to all of his or her common stock, including all stock presently owned, or hereinafter acquired. This Agreement will be substantially in the form of Exhibit "A", attached hereto. No incentive stock option may be granted to any employee who at the time of such grant owns more than 10 percent of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary Corporation. B. Nonstatutory stock options may be granted to any director, consultant, or advisor of the Corporation or of any Subsidiary Corporation who is not an employee of either the Corporation or of any Subsidiary Corporation and who is a signatory to a Stock Restriction Agreement with respect to all of his or her common stock, including all stock presently owned, or hereinafter acquired. This Agreement will be substantially in the form of Exhibit "A", attached hereto. 5. TERMS AND CONDITIONS OF OPTIONS GRANTED UNDER THE 1992 PLAN ----------------------------------------------------------- Each option granted under the 1992 Plan shall be evidenced by a written agreement in a form determined by the Committee. Such agreement shall be subject to the following express terms and conditions, and such other terms and conditions as the Committee may deem appropriate. A. IDENTIFICATION OF OPTION STATUS AND OPTION PERIOD. ------------------------------------------------- Each option agreement shall identify the status of the option as an incentive stock option intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, or as a nonstatutory stock option. An incentive stock option and a nonstatutory stock option may not be granted subject to a tandem exercise arrangement. Each option agreement shall specify the period for which the option thereunder is granted and shall provide that the option shall expire at the end of such period. The period for which an option is granted may not exceed 10 years from the date of the grant of the option. -15- PAGE 16 OF 26 PAGES B. EXERCISE OF OPTION. ------------------ (1) BY AN OPTIONEE WHILE AN EMPLOYEE. DIRECTOR, CONSULTANT OR ADVISOR. Subject to the provisions of this Section 5B of the 1992 Plan, each option shall be exercisable by an optionee while an employee, director, consultant, or advisor of the Corporation or of any Subsidiary Corporation from time to time over a period beginning on the date of the grant of the option and ending on the earliest of the expiration, termination, or cancellation of the option; provided, however, that the Committee may, by the provisions of any option agreement, limit the period of time during which the option is exercisable and limit the number of shares purchasable in any period of time during which the option is exercisable. (2) EXERCISE IN THE EVENT OF DEATH OR DISABILITY -------------------------------------------- a. DEATH - If an optionee under an incentive stock option dies while an ----- employee of the Corporation or of any Subsidiary Corporation, or if an optionee under a nonstatutory stock option dies while a director, consultant or advisor of the Corporation or of any Subsidiary Corporation, his or her option(s) under the 1992 Plan may be exercised by the estate of the deceased optionee or by any person who acquired such option(s) by bequest or inheritance or by reason of the death of the optionee within the twelve (12) months immediately following his or her death, and to the extent that the deceased optionee was entitled to exercise such option(s) on the date of his or her death; provided, however, that no option may be exercised after the fixed period of that option. b. DISABILITY - If an optionee under an incentive stock option ceases to be an --------- employee of the Corporation or of any Subsidiary Corporation, or if an optionee under a nonstatutory stock option ceases to be a director consultant or advisor of the Corporation or of any Subsidiary Corporation, because of a disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, his or her right to exercise the option(s) under the 1992 Plan may be exercised by him or her, his or her attorney-infact or conservator, within the 12 months immediately following the date when he or she ceases to be an employee, director, consultant or advisor to the extent that the optionee was entitled to exercise such option(s) on the date when his or her employment with, directorship of, or engagement as a consultant or advisor by the Corporation or any Subsidiary Corporation ceases; provided, however, that no option may be exercised after the fixed period of that option and that the exercise of any incentive stock option by an attorney-infact or conservator of the optionee does not disqualify that option as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. -16- PAGE 17 OF 26 PAGES As to all employee optionees, if the disability leave does not exceed 90 days, the optionee will be deemed to be in the continuous employment of his or her employer during the leave period. However, if the disability leave exceeds 90 days, the optionee will be deemed to have terminated his or her employment on the 91st day of that leave, and will not, pursuant to Section 22(E) 3, continue to accrue hours of service, unless reemployment is guaranteed by statute or contract. (3) TERMINATION OF EMPLOYMENT. ------------------------- If an optionee under an incentive stock option ceases to be an employee of the Corporation or of any Subsidiary Corporation, for any reason other than death or disability, his or her right to exercise eligible option(s) as of the date of termination under the 1992 Plan may be exercised by him or her within the 3 months immediately following the date of his or her termination of employment, or the expiration date of any mutually agreed salary continuation agreement, to the extent that the optionee was entitled to exercise such option(s) at the date of his or her termination of employment; provided, however, that no option may be exercised after the fixed period of that option; provided further, that if an optionee ceases to be an employee of the Corporation or of any Subsidiary Corporation because he or she voluntarily terminates his or her employment or because his or her employment is involuntarily terminated by the corporation or of any Subsidiary Corporation as a result of his or her willful misconduct, as determined in the sole discretion of the Committee, all right to exercise the option(s) under the 1992 Plan shall terminate on the date his or her employment ceases. Amendment (in bold lettering) approved October 16,1995 (4) TERMINATION OF DIRECTORSHIP OR OF ENGAGEMENT AS A CONSULTANT OR ADVISOR. If ----------------------------------------------------------------------- an optionee under a nonstatutory option ceases to be a director, consultant or advisor of the Corporation or of any Subsidiary Corporation for any reason other than his or death or disability, his or her right to exercise the option(s) under the 1992 Plan may be exercised within the 3 months immediately following the date when his or directorship terminates or when his or her engagement as a consultant or advisor terminates, to the extent that the optionee was entitled to exercise such option(s) at the date of that termination; provided, however, that no option may be exercised after the fixed period of that option; provided further, that if an optionee ceases to be a director, consultant, or advisor of the Corporation or of any Subsidiary corporation because he or she voluntarily resigns from his or her directorship or from his or her engagement as a consultant or advisor or because he or she is removed for cause by the shareholders of the Corporation or of any Subsidiary Corporation, or by the board of directors of the Corporation or of a Subsidiary Corporation in the case of a consultant or advisor, all right to exercise the option(s) under the 1992 Plan shall terminate on the date when his or her directorship or engagement as a consultant or advisor ceases. -17- PAGE 18 OF 26 PAGES (5) OPTION PRICE. The option price per share shall be determined in good faith ------------ by the Committee at the time an option is granted and shall be not less than 100 percent of the fair market value of a share of the Common Stock of the Corporation on the date of the grant. Each option shall provide that the optionee agrees that the option price per share is determined in good faith by the Committee at the time when that option is granted as not less than 100 percent of the fair market value of a share of the Common Stock of the Corporation on the date of the grant. (6) PAYMENT OF PURCHASE PRICE UPON EXERCISE. Each option shall provide that the --------------------------------------- purchase price of the shares for which an option may be exercised shall be paid in cash to the Corporation at the time of exercise. (7) NONTRANSFERABILITY. No option granted under the 1992 Plan shall be ------------------ transferable other than by a will of an optionee or by the laws of descent and distribution. During his or her lifetime, an option shall be exercisable only by an optionee or by the optionee's attorney-in-fact or conservator, unless in the case of an incentive stock option, such exercise by the attorney-infact or conservator of the optionee would disqualify the option as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. (8) INVESTMENT REPRESENTATION. The shares of stock to be issued upon the ------------------------- exercise of all or any portion of any option granted under the 1992 Plan shall be issued on the condition that the optionee represents that the purchase of stock upon exercise of the option shall be for investment purposes and not with a view to resale, distribution, offering, transferring, mortgaging, pledging, hypothecating, or otherwise disposing of any such stock under circumstances which would constitute a public offering or distribution under the Securities Act of 1933 or the applicable securities laws of any state. No shares of stock shall be issued upon the exercise of any option unless the Corporation shall have received from the optionee a written statement satisfactory to the Corporation, or its counsel, containing the above representations, stating that certificates representing such shares may bear a legend restricting their transfer, and stating that the Corporation's transfer agent or agents may be given instructions to stop transfer of any certificate bearing such legend; provided, however, that such representation and restrictions shall not be required if (a) an effective registration statement for such shares under the Securities Act of 1933 and any applicable state laws has been filed with the Securities and Exchange Commission and with the appropriate agency or commission of any state whose laws apply to the transaction, or (b) the Corporation has received an opinion of counsel satisfactory to the Corporation, or its counsel, that registration is not required under the Securities Act of 1933 or under the applicable securities laws of any state. (9) ADJUSTMENTS. Notwithstanding any other provision of the 1992 Plan, in the ----------- event of any change in the outstanding Common Stock of the Corporation by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, rights offering to purchase the Common Stock -18- PAGE 19 OF 26 PAGES at a price substantially below fair market value, or of any similar change affecting the Common Stock, the number and kind of shares which thereafter may be optioned and sold under the 1992 Plan and the number and kind of shares subject to option in outstanding option agreements and the purchase price per share thereof shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for an optionee under the 1992 Plan. (10) NO RIGHTS AS A SHAREHOLDER. No optionee shall have any right as a -------------------------- shareholder with respect to any share subject to his or her option under the 1992 Plan prior to the date of issuance to him or her of a certificate for such share. (11) NO RIGHTS TO CONTINUED DIRECTORSHIP OR ENGAGEMENT AS A CONSULTANT OR -------------------------------------------------------------------- ADVISOR. The 1992 Plan and any option granted under the 1992 Plan shall ------- neither confer upon any optionee any right with respect to continuance of any directorship or engagement as a consultant or advisor of the Corporation or of any Subsidiary Corporation, nor shall it interfere in any way with the right of the shareholders, or the board of directors of the Corporation or of a Subsidiary Corporation in the case of a consultant or advisor, to remove him or her at anytime. (12) NO RIGHTS TO CONTINUED EMPLOYMENT. The 1992 Plan and any option granted --------------------------------- under the 1992 Plan shall neither confer upon any optionee any right with respect to continuance of employment by the Corporation or by any Subsidiary Corporation, nor shall it interfere in any way with the right of his or her employer to terminate his or her employment at any time. (13) REORGANIZATION. MERGER, CONSOLIDATION, DISSOLUTION, LIQUIDATION, OR SALE OF --------------------------------------------------------------------------- ASSETS. Upon a reorganization in which the Corporation is not the surviving ------ Corporation, all unexercised options under the 1992 Plan shall be canceled as of the effective date of the reorganization; provided, however, that the Committee shall give to an optionee, or the holder of the option(s) granted under the 1992 Plan, at least 15 days' written notice of the reorganization and during the period beginning when the optionee, or the holder of the option(s), shall have the right to exercise the unexercised option(s) under the 1992 Plan without regard to employment or directorship tenure requirements or installment exercise limitations, if any; provided further, however, that the option(s) may not be exercised after the period provided in either Section 5A or 5B of the 1992 Plan. For the purposes of the 1992 Plan, and any option agreement under the 1992 Plan, the term "reorganization" shall mean any merger, consolidation, sale of substantially all of the assets of the Corporation, or sale of the securities of the. Corporation pursuant to which the Corporation is or becomes a wholly-owned subsidiary of another Corporation after the effective date of the reorganization. -19- PAGE 20 OF 26 PAGES (14) STOCK RESTRICTION AGREEMENT. The Corporation shall not be required to issue --------------------------- or deliver any shares of Common Stock upon the exercise of any option granted under the 1992 Plan until the optionee, or the holder of the option(s) becomes a signatory to a stock restriction agreement with respect to all of his or her Common Stock, including all shares presently owned or hereinafter acquired. This Agreement will be substantially in the form of Exhibit "A", attached hereto. 6. COMPLIANCE WITH LAWS AND REGULATIONS. ------------------------------------ The 1992 Plan, the grant and exercise of options under the 1992 Plan, and the obligation of the Corporation to sell and deliver shares under such options, shall be subject to all applicable federal and state laws and rules and regulations and to such approvals by any government or regulatory agency as may be required. The Corporation shall not be required to issue or deliver any certificates for shares of Common Stock prior to the completion of any registration or qualification or such shares under any federal or state law or any ruling or regulation of any governmental body which the Corporation shall, in its sole discretion, determine to be necessary or advisable. 7. AMENDMENT AND DISCONTINUANCE. ---------------------------- The Committee may amend, suspend, or discontinue the 1992 Plan; provided, however, that no action of the Committee may (a) increase the number of shares reserved for options pursuant to Section 2 or (b) permit the granting of options which expire beyond the period provided for in Section 5B (7). Without the written consent of an optionee, no amendment or suspension of the 1992 Plan shall alter or impair any option previously granted to him or her under the 1992 Plan. 8. EFFECTIVE DATE. -------------- The effective date of the 1992 Plan is July 27, 1992. The 1992 Plan was approved by a majority of the shareholders of the Corporation on October 20,1992. On April 7, 1994, the Committee amended and restated the 1992 Plan pursuant to Section 7. No option shall be granted under the 1992 Plan after July 26, 2002. 9. NAME OF THE 1992 PLAN. --------------------- The Plan shall be known as the "Hudson Valley Holding Corp. 1992 Stock Option Plan". 10. EFFECT OF THE PLAN ON OTHER STOCK PLANS. --------------------------------------- The adoption of the 1992 Plan shall have no effect on awards made or to be made pursuant to other stock plans covering directors, officers, employees, or advisors of the Corporation, any Subsidiary Corporation, a parent corporation, or any predecessors or successors thereto. The foregoing constitutes the entire agreement known as the Hudson Valley Holding Corp. Stock Option Plan of 1992. -20- PAGE 21 OF 26 PAGES Amendment (in bold lettering) approved October 16, 1995 -21- EX-99.C 4 0004.txt EXHIBIT C PAGE 22 OF 26 PAGES EXHIBIT C --------- STOCK RESTRICTION AGREEMENT --------------------------- This Agreement (the "Agreement") is made and entered into this 10th day of March, 1995, by and among Hudson Valley Holding Corp., a New York State Corporation (the "Company"), and __________________ ("Stockholder") RECITALS A. WHEREAS, Stockholder may now own or may hereinafter own shares of common stock of the Company ("the Shares") and B. WHEREAS, the Company is granting stock option rights to the Stockholder which will allow the Stockholder to acquire shares of the Company; and the Company's grant of the stock options to the Stockholder is conditioned upon Stockholder agreeing to the terms and conditions of this Stock Restriction Agreement; and C. WHEREAS, the parties acknowledge that the purpose of the Stock Restriction Agreement is to protect and preserve the shareholders mutual interests and the interests of the Company by promoting continuity of share ownership and corporate control by imposing certain restrictions on the transferability of the Company shares. NOW, THEREFORE, in consideration of One Dollar ($1 .00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Right of First Refusal. The Stockholder shall not sell, assign, ---------------------- transfer, or give, or in any manner, dispose of (gifts to family members excepted, provided however, that the donee must become a signatory of the Stock Restriction Agreement) all or any part of his or her Shares, now owned or hereafter acquired, or any right or interest therein, whether voluntarily or by operation of law, without first giving to the Company written notice by Certified or registered Mail (the "Sale Notice") of his or her receipt of an offer from a prospective purchaser. The Sale Notice must be in writing, giving the name and address of the prospective purchaser, the number of Shares involved, and the terms of such purchase. Within ten (10) days after receipt of the Sale Notice by the Company, the Company, by action of its Board of Directors or its designated committee, may elect to purchase all, but not less than all, of such Shares offered for disposition, or may elect to designate a person, including an officer, director or employee of the Company, to purchase all but not less than all of such Shares. The purchase price of any Shares -22- PAGE 23 OF 26 PAGES purchased under terms of this Agreement shall be on the same terms and conditions as that offered by the prospective purchaser. 2. Termination of Restrictions. If all of the Shares of the Stockholder or --------------------------- transferor desiring to make a disposition thereof are not purchased by the Company or its designee in accordance with the provisions of Paragraph I hereof, then all restrictions imposed by this Agreement upon the unsold Shares shall terminate and the Stockholder desiring to make a disposition therefor shall be free to sell the unsold Shares to the prospective purchaser at the price and terms set forth in the original offer, at any time within twenty (20) days thereafter; provided, however, that at the end of the twenty (20) day period, all restrictions shall again be applicable in the same manner and under the same terms as set forth in this Agreement. 3. Terms of the Purchase. --------------------- A. Closing. The consummation of the purchase and sale of the Shares shall be referred to as the "Closing", and shall take place at a time and place as to which the parties shall agree, but in no event shall it occur more than twenty (20) days after the Company receives the Sale Notice pursuant to Paragraph 1 of this Agreement. B. Transfer of Shares. At such time as the agreed consideration has been paid and delivered to the selling Stockholder or his or her estate, the Shares shall be transferred to the purchaser. C. Payment of Purchase Price. The purchase price for any shares purchased pursuant to this Agreement shall be paid, either in cash or certified funds. 4 Endorsement on Share Certificate. Each certificate representing shares -------------------------------- of the Company shall have endorsed conspicuously on its face a legend in substantially the following form: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ("THE ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (ii) THE OFFER, SALE, TRANSFER OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO -23- PAGE 24 OF 26 PAGES THE TERMS OF THAT CERTAIN SHAREHOLDER AGREEMENT INCLUDING ANY AMENDMENTS THERETO, AND MAY NOT BE AFFECTED IN CONTRAVENTION OF THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER HEREOF BY THE SECRETARY OF THE COMPANY UPON WRITTEN REQUEST. 5. Miscellaneous. ------------- A. Binding Effect. This Agreement shall be binding upon the parties to this Agreement and upon their respective heirs, legatees, personal representatives, successors, assigns and donees. B. No Waiver. No waiver of any breach or default under this Agreement shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. C. Amendment. This Agreement may only be amended by written instrument executed by both parties hereto. D. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the transaction contemplated pursuant to this Agreement, and supersedes all prior agreements, arrangements, and understandings related to its subject matter among the parties. E. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute the same document. F. Governing Law. The laws of the State of New York shall govern this Agreement and the construction of its terms. If any provision is unenforceable or invalid for any reason, the remainder of this Agreement shall continue in effect. G. Enforcement. If a Stockholder proposes to make a transfer of any shares by assignment, sale, gift or any other transfer in violation of the terms of this Agreement, the Company may apply to any court for injunctive order prohibiting such proposed transfer except in compliance with the terms of this Agreement. The Company may institute or maintain proceedings against the violating Stockholder to compel specific performance of this Agreement. Any attempt to transfer Shares in violation of this Agreement shall be void. -24- PAGE 25 OF 26 PAGES H. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by Certified or Registered Mail to: As to the "Company" to: Chairman of the Board Hudson Valley Holding Corp. 21 Scarsdale Road Yonkers, New York 10707 As to the "Stockholder" to: Any party, by notice given as provided above, may change the address to which his, her, or its future notices shall be sent. I. Termination. This Agreement shall terminate upon the unanimous written agreement of the parties hereto. IN WITNESS WHEREOF, the Company and the Stockholder have executed this Agreement effective as of the date first above written. HUDSON VALLEY HOLDING CORP. By:_______________________________________ John A. Pratt Jr. STOCKHOLDER By:_______________________________________ STATE OF NEW YORK ) s.s.: COUNTY OF WESTCHESTER) -25- PAGE 26 OF 26 PAGES On the day of , 1995 before me personally came John A. Pratt Jr. to me known, who, being by me duly sworn, did depose and say that he resides at 50 Millard Road, Bronxville, New York 10708; that he is the President & CEO of HUDSON VALLEY HOLDING CORP., the Corporation described in and which executed the foregoing instrument; that he knows the seal of the Corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Corporation, and that he signed his name thereto by like order. STATE OF NEW YORK ) s.s.: COUNTY OF WESTCHESTER) On the day of , 1995 before me personally came _______________, to me known to be the individual described in and who executed the foregoing instrument, and acknowledged that she executed the same. ------------------------------------ -26- -----END PRIVACY-ENHANCED MESSAGE-----