Unassociated Document


    
      

    

    
      Exhibit 10.4

      


      NBT
Bancorp Inc. Employee Stock Purchase Plan

      


       

      NBT
BANCORP INC.

      EMPLOYEE
STOCK PURCHASE PLAN

      


      


      ARTICLE
I-PURPOSE

      


      The NBT
Bancorp Inc. Employee Stock Purchase Plan (the "Plan") is intended to provide to
employees of NBT Bancorp Inc. (the "Corporation") and its subsidiaries the
opportunity to acquire ownership interests in the Corporation through a regular
investment program. The Corporation believes that ownership of its Common Stock
will motivate employees to improve their job performance, and enhance the
financial results of the Corporation. The Plan is intended to qualify as an
"employee stock purchase plan" under section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), and shall be construed so as to extend and limit
participation in a manner consistent with the requirements thereof.

      


      ARTICLE
II-DEFINITIONS

      


      2.01.       
BASE PAY

      "Base
Pay" shall mean an Employee's basic hourly wage or salary, excluding any
bonuses, overtime, or other extra or incentive pay. With respect to any Employee
compensated on a commission basis, the Committee shall make a good faith
estimate of the Employee's expected "Base Pay" by taking into account prior-year
compensation, excluding any bonuses, overtime, or other extra or incentive pay,
and any changes in circumstances for the current year.

      


      2.02.        BOARD

      "Board"
shall mean the Board of Directors of the Corporation.

      


      2.03.        CODE

      "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

      


      2.04.        COMMENCEMENT
DATE

      "Commencement
Date" shall mean March 31, 2000 and each January 1 thereafter during which the
Plan is in effect.

      


      2.05.        COMMITTEE

      "Committee"
shall mean the individuals described in Article IX.

      


      2.06.        COMMON
STOCK

      "Common
Stock" shall mean the Common Stock, par value $.01 per share, of the
Corporation.

      


      2.07.        CORPORATION

      "Corporation"
shall mean NBT Bancorp Inc., a Delaware corporation.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      2.08.        EMPLOYEE

      "Employee"
shall mean any person employed by the Corporation or a Subsidiary Corporation
(as defined in Sec. 2.10).

      


      2.09.        OFFERING

      "Offering"
shall mean an annual offering of Common Stock pursuant to Sec.
4.01.

      


      2.10.        SUBSIDIARY
CORPORATION

      


      "Subsidiary
Corporation" shall mean any present or future corporation which would be a
"subsidiary corporation" of the Corporation as that term is defined in section
424 of the Code.

      


      2.11.        TERMINATION
DATE

      "Termination
Date" shall mean the December 31 immediately following the Commencement Date of
an Offering.

      


      ARTICLE
III-ELIGIBILITY AND PARTICIPATION

      


      3.01.        INITIAL
ELIGIBILITY

      Except as
otherwise provided in Sec.Sec. 3.02 and 9.01, each Employee shall be eligible to
participate in Offerings that commence on or after the date he or she becomes an
Employee.

      


      3.02.        RESTRICTIONS
ON PARTICIPATION

      No
Employee shall participate in an Offering:

      (a)   
if, immediately after the Commencement Date, such Employee would own stock,
and/or hold outstanding options to purchase stock, possessing 5% or more of the
total combined voting power or value of all classes of stock of the Corporation
(for purposes of this paragraph, the rules of section 424(d) of the Code shall
apply in determining stock ownership of any Employee); or

      (b)   
to the extent that his or her rights to purchase stock under all employee stock
purchase plans of the Corporation accrue at a rate which exceeds $25,000 in fair
market value of the stock (determined at the time such options are granted) for
each calendar year in which such options are outstanding.

      


      3.03.        COMMENCEMENT
OF PARTICIPATION

      An
Employee may participate in Offerings by completing an authorization for regular
payroll deductions on the form provided by the Corporation and filing it with
the Corporation on or before the date set therefor by the Committee, which date
shall be prior to the Commencement Date for an Offering. Payroll deductions for
an Employee shall commence on the applicable Commencement Date. Once enrolled,
an Employee shall continue to participate in this Plan for each succeeding
Offering until the Employee terminates his or her participation as provided in
Article VII or ceases to be an Employee. An Employee who desires to change his
or her rate of contribution may do so effective as of the beginning of the next
Commencement Date for an Offering by completing an authorization and filing it
with the Corporation prior to that Commencement Date.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
IV-GRANTING OF OPTIONS

      


      4.01.        ANNUAL
OFFERINGS

      The Plan
shall be implemented by annual offerings of Common Stock beginning on March 31,
2000 and on the 1st day of January in each subsequent year, each Offering
terminating on the December 31 immediately following the Commencement Date (the
Termination Date).

      


      4.02.        NUMBER
OF OPTION SHARES

      On the
Commencement Date of each Offering, a participating Employee shall be deemed to
have been granted an option to purchase a number of shares of Common Stock equal
to (i) the aggregate amount of payroll deductions during the Offering elected by
the Employee, divided by (ii) the option price determined under Sec.
4.03(i).

      


      4.03.        OPTION
PRICE

      The
option price of Common Stock purchased in an Offering shall be the lower
of:

      (i)      
85% of the fair market value of Common Stock on the Commencement
Date,

               
or

      (ii)     
85% of the fair market value of Common Stock on the Termination
Date.

      


      Fair
market value as of any date shall mean:

      (a)  
   if the Common Stock is listed on a national securities exchange or
traded in the over-the-counter market and sales prices are regularly reported
for the Common Stock, the average of the closing or last prices of the Common
Stock on the Composite Tape or other comparable reporting system for the 10
consecutive trading days immediately preceding such date;

      (b)    
 if the Common Stock is traded on the over-the-counter market, but sales
prices are not regularly reported for the Common Stock for the 10 days referred
to in (a) above, and if bid and asked prices for the Common Stock are regularly
reported, the average of the mean between the bid and the asked price for the
Common Stock at the close of trading in the over-the-counter market for such 10
days; and

      (c)    
 if the Common Stock is neither listed on a national securities exchange
nor traded on the over-the counter market, such value as the Committee, in good
faith, shall determine.

      


      4.04.        MAXIMUM
SHARES

      The
maximum number of shares which shall be issued under the Plan, subject to
adjustment upon changes in capitalization of the Corporation as provided in Sec.
11.02, shall be 500,000 shares. If the total number of shares for which options
are exercised on any Offering Termination Date, together with the aggregate
number of shares as to which options were exercised on all previous Offering
Termination Dates, exceeds the foregoing maximum number of shares, the
Corporation shall make a pro rata allocation of the shares available for
purchase in as nearly a uniform manner as shall be practicable and as it shall
determine to be equitable, and the balance credited to the account of each
Employee under Sec. 5.02 not used to purchase Common Stock shall be returned to
him or her as promptly as possible. Common Stock issued pursuant to the Plan
may be
either authorized but unissued shares or shares held in the treasury of the
Corporation.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      4.05.        EMPLOYEE'S
INTEREST IN OPTION STOCK

      The
Employee shall have no interest in Common Stock covered by his or her option
until such option has been exercised in accordance with the provisions of
Article VI.

      


      ARTICLE
V-PAYROLL DEDUCTIONS

      


      5.01.        AMOUNT
OF DEDUCTION

      An
Employee's authorization for payroll deduction shall elect deductions of at
least 1% of Base Pay, but not more than 10% of Base Pay, in effect on the
Commencement Date of each Offering. No change in the amount of payroll
deductions shall be made during a year if the Employee's rate of Base Pay
changes during the year.

      


      5.02.        EMPLOYEE'S
ACCOUNT

      All
payroll deductions made for an Employee shall be credited to his or her account
under the Plan. An Employee may not make any separate cash payment into such
account except when on leave of absence, and then only as provided in Sec.
5.04.

      


      5.03.        CHANGES
IN PAYROLL DEDUCTIONS

      An
Employee may discontinue his or her payroll deductions under the Plan as
provided in Article VII, but may make no other change during an Offering and,
specifically, may not alter the amount of his or her payroll deductions for that
Offering.

      


      5.04.        LEAVE
OF ABSENCE

      An
Employee on a leave of absence without pay shall have the right to (i)
discontinue contributions to the Plan, or (ii) make a cash payment to the
Corporation at the end of each payroll period in the amount of the Employee's
authorized Plan deductions.

       

      ARTICLE
VI-EXERCISE OF OPTIONS

       

      6.01.        AUTOMATIC
EXERCISE

      Unless an
Employee gives written notice to the Corporation as hereinafter provided, his or
her option with respect to any Offering shall be exercised automatically on the
Termination Date applicable to such Offering, for the number of full and
fractional shares of Common Stock subject to his or her option, as determined
under Sec. 4.02. Any amount in his or her account not used to purchase Common
Stock shall be returned to the Employee within a reasonable time after the
Termination Date of the Offering.

      


      6.02.        BOOK
ENTRY ACCOUNTS; DELIVERY OF STOCK

      The
Corporation shall maintain a book entry account, in the name of each Employee
who purchased shares of Common Stock under Sec. 6.01, to record book entries of
the number of full and fractional shares (to 1/1,000 of a share) of Common Stock
purchased by an Employee. Statements of shares held in each Employee's book
entry account shall be delivered to each Employee within a reasonable time after
the Termination Date of each Offering. Shares credited to an Employee's book
entry account will be held in uncertificated form for a period of one year from
the date of purchase, except as provided in Sec.Sec. 6.04 and 7.03. Thereafter,
Employees may obtain stock certificates for those shares that have been held for
one year in their respective book entry accounts upon submitting a written
request to the Committee.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      6.03.        REGISTRATION
OF STOCK

      Common
Stock to be delivered to an Employee under the Plan shall be registered in the
name of the Employee, or, if the Employee so directs by written notice to the
Corporation prior to the Offering Termination Date applicable thereto, in the
names of the Employee and one such other person as may be designated by the
Employee, as joint tenants with rights of survivorship or as tenants by the
entirety, to the extent permitted by applicable law.

      


      6.04.        TRANSFERABILITY
OF STOCK

      Common
Stock issued pursuant to the Plan shall not be transferable, other than to the
Employee's estate or by bequest or inheritance, incident to the Employee's
divorce, or due to the Employee's immediate and heavy financial need, for one
year after the date of purchase.

      


      Stock
certificates representing those shares that have been held in an Employee's book
entry account for less than one year from the date of purchase will be issued to
an Employee due to an immediate and heavy financial need of the Employee if the
Employee has incurred (or is about to incur) any of the following financial
obligations:

      


      (i)     
 Expenses incurred or necessary for medical care described in
Code   section 213(d) for the Employee, his or her spouse,
children or other dependents;

      (ii)     
Costs directly related to the purchase of the principal residence for the
Employee (excluding mortgage payments);

      (iii)    
Payment of tuition, related educational fees, and room and board expenses, for
the next twelve (12) months of post-secondary education for the Employee, his or
her spouse, children or other dependents; or

      (iv)    
Payments necessary to prevent the eviction of the Employee from his or her
principal residence or foreclosure on the mortgage of his or her principal
residence.

      


      A
financial hardship request for stock certificates must be submitted to the
Committee in writing. The Employee making the application shall have the burden
of presenting to the Committee evidence that he or she has an immediate and
heavy financial need and that the issuance of stock certificates and subsequent
sale of those shares of Common Stock is necessary to satisfy that financial
need. Action upon any such application shall be taken by the Committee in its
absolute discretion.

      


      6.05.        WITHHOLDING

      


      The
Corporation shall have the right to withhold from an Employee's compensation
amounts sufficient to satisfy all federal, state and local tax withholding
requirements, and shall have the right to require the Employee to remit to the
Corporation such additional amounts as may be necessary to satisfy such
requirements.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
VII-WITHDRAWAL

      


      7.01.        IN
GENERAL

      An
Employee may withdraw the full amount credited to his or her account under the
Plan at any time by giving written notice to the Corporation. The balance
credited to the Employee's account shall be paid to him or her promptly after
receipt of the notice of withdrawal, and no further deductions shall be made
from his or her pay during such Offering.

      


      7.02.        EFFECT
ON SUBSEQUENT PARTICIPATION

      An
Employee's withdrawal from any Offering shall not have any effect upon his or
her eligibility to participate in any succeeding Offering by filing with the
Corporation a new authorization for payroll deduction.

      


      7.03.        TERMINATION
OF EMPLOYMENT

      Upon
termination of an Employee's employment for any reason, including retirement
(but excluding death while in the employ of the Corporation), the amount
credited to his or her account shall be returned to him or her or, in the case
of death subsequent to the termination of his or her employment, to the person
or persons entitled thereto under Sec. 11.08. Certificates for the number of
full shares of Common Stock allocated to a terminated Employee's book entry
account shall be issued to him or her as promptly as practicable after his or
her termination date, with any fractional shares paid in cash.

      


      7.04.        TERMINATION
OF EMPLOYMENT DUE TO DEATH

      Upon
termination of an Employee's employment because of his or her death, his or her
beneficiary (as defined in Sec. 11.08) shall have the right to elect, by written
notice given to the Corporation prior to the Offering Termination Date,
either:

      (i)      
to withdraw the amount credited to the Employee's account under the Plan,
or

      (ii)      to
exercise his or her option on the Termination Date next following the date of
the Employee's death for the number of full and fractional shares of Common
Stock which the Employee's payroll deductions prior to death will purchase at
the applicable option price, but not more than the number of shares subject to
the Employee's option determined under Sec. 4.02, with any amount in such
account not used to purchase Common Stock returned to the
beneficiary.

      In the
event that no such timely written notice of election shall be received by the
Corporation, the beneficiary shall automatically be deemed to have elected,
pursuant to paragraph (ii), to exercise the Employee's option.

      


      ARTICLE
VIII-INTEREST

      


      8.01.        PAYMENT
OF INTEREST

      No
interest shall be paid or allowed on any money paid into the Plan or credited to
the account of any Employee; provided, however, that interest shall be paid on
any and all money which is distributed to an Employee or his or her beneficiary
pursuant to the provisions of Sec.Sec. 7.01, 7.03 and 7.04. Such distributions
shall bear simple interest during the period from the date of withholding to the
date of return at the regular passbook savings account rate per annum in effect
at NBT Bank, N.A., Norwich, New York. Where the amount returned represents an
excess amount in an Employee's account after such account has been applied to
the purchase of Common Stock under Sec. 6.01, the Employee's withholding account
shall be deemed to have been applied first toward purchase of Common Stock under
the Plan, so that interest shall be paid on the last withholdings during the
period which results in the excess amount.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
IX-ADMINISTRATION

      


      9.01.        APPOINTMENT
OF COMMITTEE

      The Board
shall appoint the Compensation and Benefits Committee to administer the Plan,
which shall consist of no fewer than two members of the Board. No members of the
Committee shall be eligible to purchase Common Stock under the Plan. If at any
time no Committee is in existence, the Board shall have the authority and
responsibility to carry out the duties of the Committee under the
Plan.

      


      9.02.        AUTHORITY
OF COMMITTEE

      Subject
to the express provisions of the Plan, the Committee shall have plenary
authority in its discretion to interpret and construe any and all provisions of
the Plan, to adopt rules and regulations for administering the Plan, to make all
other determinations deemed necessary or advisable for administering the Plan.
The Committee's determination on the foregoing matters shall be
conclusive.

      


      9.03.        RULES
GOVERNING THE COMMITTEE

      The Board
may from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused,
in the Committee. The Committee may select one of its members as its Chairman
and shall hold its meetings at such times and places as it shall deem advisable,
and may hold telephonic meetings. A majority of its members shall constitute a
quorum. All determinations of the Committee shall be made by a majority of its
members. The Committee may correct any defect or omission or reconcile any
inconsistency in the Plan, in the manner and to the extent it shall deem
desirable. Any decision or determination reduced to writing and signed by a
majority of the members of the Committee shall be as fully effective as if it
had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

      


      ARTICLE
X-INDEMNIFICATION OF COMMITTEE

      


      10.01.      INDEMNIFICATION
OF COMMITTEE

      In
addition to such other rights of indemnification as they may have as directors
or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged
in such action, suit or proceeding that such Committee member is liable for
negligence or misconduct in the performance of his or her duties; provided that
within sixty (60) days after institution of any such action, suit or proceeding,
a Committee member shall in writing offer the Corporation the opportunity, at
its own expense, to handle and defend the same.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
XI-MISCELLANEOUS

      


      11.01.      TRANSFERABILITY

      Neither
payroll deductions credited to an Employee's account nor any rights with regard
to the exercise of an option or to receive Common Stock or a return of payroll
deductions under the Plan may be assigned, transferred, pledged, or otherwise
disposed of in any way other than by the laws of descent and distribution, nor
shall be subject to execution, attachment or similar process. Any such attempted
voluntary or involuntary disposition shall be without effect, except that the
Corporation may treat such act as an election to withdraw funds in accordance
with Sec. 7.01. During an Employee's lifetime, options granted to the Employee
shall be exercisable only by the Employee.

      


      11.02.      ADJUSTMENT
UPON CHANGES IN CAPITALIZATION

      If, while
any options under the Plan are outstanding, the outstanding shares of Common
Stock have increased, decreased, changed into, or been exchanged for a different
number or kind of shares or securities of the Corporation, or of another
corporation, through reorganization, recapitalization, reclassification, merger,
consolidation, spin-off, stock dividend (either in shares of the Corporation's
Common Stock or of another class of the Corporation's stock),stock split, or
similar transaction, appropriate and proportionate adjustments may be made by
the Committee in the number and/or kind of shares which are subject to purchase
under outstanding options and in the exercise price applicable to such
outstanding options. In addition, in any such event, the number and/or kind of
shares which may be offered in the Offerings shall also be proportionately
adjusted.

      


      11.03.      AMENDMENT
AND TERMINATION

      The Board
shall have complete power and authority to terminate or amend the Plan;
provided, however, that the Board shall not, without the approval of the
stockholders of the Corporation, (i) increase the maximum number of shares which
may be issued under the Plan (except pursuant to Sec. 11.02); or (ii) amend the
requirements as to the class of Employees eligible to purchase Common Stock
under the Plan or permit the members of the Committee or non-employee directors
to purchase Common Stock under the Plan. No termination, modification, or
amendment of the Plan may, without the consent of an Employee then having an
option under the Plan to purchase Common Stock, adversely affect the rights of
such Employee under the option as to payroll deductions previously credited to
the Employee's account. The Plan shall not be amended more than once every 6
months, other than to comport with changes in the Code or the rules
thereunder.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      11.04.      USE
OF FUNDS

      All
payroll deductions received or held by the Corporation under this Plan may be
used by the Corporation for any corporate purpose and the Corporation shall not
be obligated to segregate such payroll deductions.

      


      11.05.      EFFECTIVE
DATE

      The Plan
shall become effective as of March 31, 2000, subject to approvalby the holders
of a majority of the Common Stock present and represented at a special or annual
meeting of the shareholders held within 12 months after the Plan is adopted by
the Board. If the Plan is not so approved, the Plan shall not become effective,
and all account balances under the Plan shall be distributed promptly to the
contributing Employees.

      


      11.06.      NO
EMPLOYMENT RIGHTS

      The Plan
does not, directly or indirectly, create in any Employee or class of Employees
any right with respect to continuation of employment by the Corporation, and it
shall not be deemed to interfere in any way with the Corporation's right to
terminate, or otherwise modify, an Employee's employment at any
time.

      


      11.07.      GOVERNING
LAW

      The laws
of the State of Delaware, without regard to conflicts of laws principles, shall
govern all matters relating to this Plan except to the extent they are
superseded by federal law.

      


      11.08.      DESIGNATION
OF BENEFICIARY

      An
Employee may file a written designation of a beneficiary who is to receive any
Common Stock and/or cash credited to the Employee under this Plan in the event
of such Employee's death prior to the delivery to him or her of such Common
Stock and/or cash. Such designation of beneficiary may be changed by the
Employee at any time by written notice to the Treasurer of the Corporation. Upon
the death of an Employee and upon receipt of the Corporation of proof of
identity and existence at the Employee's death of a beneficiary validly
designated by him or her under the Plan, the Corporation shall deliver such
Common Stock and/or cash to such beneficiary. In the event of the death of an
Employee and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such Employee's death, the Corporation shall
deliver such Common Stock and/or cash to the executor or administrator of the
estate of the Employee, or if no such executor or administrator has been
appointed (to the knowledge of the Corporation), the Corporation, in its sole
discretion, may deliver such Common Stock and/or cash to the spouse or to any
one or more dependents or relatives of the Employee, or if no spouse, dependent,
or relative is known to the Corporation, then to such other person as the
Corporation may designate. No designated beneficiary shall, prior to the death
of the Employee by whom he or she has been designated, acquire any interest in
the Common Stock or cash credited to the Employee under this
Plan.