ex10_5.htm


    
      
        

      

    

    Exhibit
10.5


     

    NBT
BANCORP INC. NON-EMPLOYEE DIRECTORS' RESTRICTED AND DEFERRED STOCK
PLAN

    
      
        

      



    


    NBT
Bancorp Inc. sets forth herein the terms of this Non-Employee Directors'
Restricted and Deferred Stock Plan as follows:

    


    
      	
              1 

            	
              PURPOSE

            


    

    


    The Plan
is intended to advance the interests of the Company by providing an additional
incentive to attract, retain and motivate qualified and competent persons who
are not employees of the Company to serve on the Board of the Company. To this
end, the Plan provides for the grant of restricted and deferred stock all as set
out herein.

    


    
      	
              2 

            	
              DEFINITIONS

            


    

     

    For
purposes of interpreting the Plan and related documents (including Restricted
Stock and Deferred Stock Agreements), the following definitions shall
apply:

    


    2.1           "Affiliate"
means any company or other trade or business that is controlled by or under
common control with the Company (determined in accordance with the principles of
Section 414(b) and 414(c) of the Code and the regulations thereunder) or is an
affiliate of such entity within the meaning of Rule 405 of Regulation C under
the 1933 Act.

    


    2.2           "Agreement"
means a written agreement between the Company and the recipient individual that
sets out the terms and conditions of the grant of a Restricted or Deferred Stock
Award.

    


    2.3           "Board"
means the Board of Directors of the Company.

    


    2.4           "Change
in Control" of the Company means

    


    (A)           A
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A as in effect on the date hereof
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"); provided
that, without limitation, such a change in control shall be deemed to have
occurred at such time as any Person hereafter becomes the "Beneficial Owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or
more of the combined voting power of the Company's Voting Securities;
or

    


    (B)           During
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for election by the
Company's stockholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (C)           There
shall be consummated (x) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
Voting Securities would be converted into cash, securities, or other property,
other than a merger of the Company in which the holders of Voting Securities
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger, or (y) any
sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all, or substantially all of the assets of the Company,
provided that any such consolidation, merger, sale, lease, exchange or other
transfer consummated at the insistence of an appropriate banking regulatory
agency shall not constitute a change in control of the Company; or

    


    (D)           Approval
by the stockholders of the Company of any plan or proposal for the liquidation
or dissolution of the Company.

    


    2.5           "Code"
means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended.

    


    2.6           "Committee"
means the committee appointed by the Board pursuant to Section 3.2 of the
Plan.

    


    2.7           "Company"
means NBT Bancorp Inc., a Delaware corporation.

    


    2.8           "Deferred
Stock" shall mean Stock which will not be distributed nor which a Holder may
sell, transfer, assign, pledge or otherwise encumber or dispose of until the
Holder ceases to be a Director. Deferred stock shall otherwise be granted
without any vesting requirements or any Restriction Period except as provided in
this definition.

    


    2.9           "Deferred
Stock Agreement" means the written agreement evidencing the grant of Deferred
Stock hereunder.

    


    2.10         "Director"
means a member of the Board or a Director of a Subsidiary or one denominated as
a Director of a division of a Subsidiary.

    


    2.11         "Effective
Date" means the date of adoption of the Plan by the Board, subject to approval
by the stockholders of the Company.

    


    2.12         "Exchange
Act" means the Securities Exchange Act of 1934, as now in effect or as hereafter
amended.

    


    2.13         "Fair
Market Value" means the value of each Share subject to the Plan determined as
follows: if on the Grant Date or other determination date the shares of Stock
are listed on an established national or regional stock exchange, are admitted
to quotation on the National Association of Securities Dealers Automated
Quotation System, or are publicly traded on an established securities market,
the Fair Market Value of the shares shall be the average price between the high
and the low sale price of the shares on such exchange or in such market on the
trading day immediately preceding the Grant Date or, if no sale of the shares is
reported for such trading day, on the next preceding day on which any sale shall
have been reported. If the shares are not listed on such an exchange, quoted on
such System or traded on such a market, Fair Market Value shall be determined by
the Board in good faith.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.14         "Grant
Date" means the later of (i) the date as of which the Board approves the grant
and (ii) the date as of which the Holder and the Company or Affiliate enter the
relationship resulting in the Holder being eligible for grants.

    


    2.15         "Holder"
means a person who is eligible to receive Restricted or Deferred Stock under the
Plan.

    


    2.16         "Plan"
means the NBT Bancorp Inc. Non-Employees Directors' Restricted and Deferred
Stock Plan.

    


    2.17         "Restricted
Stock" means Stock which is subject to a risk of forfeiture.

    


    2.18         "Restricted
Stock Agreement" means the written agreement evidencing the grant of Restricted
Stock hereunder.

    


    2.19         "Restricted
Stock Award" means an award of Restricted Stock granted pursuant to Section 7 of
this Plan.

    


    2.20         "1933
Act" means the Securities Act of 1933, as now in effect or as hereafter
amended.

    


    2.21         "Stock"
means the Common Stock, par value $0.01 per share, of the Company.

    


    2.22         "Subsidiary"
means any "subsidiary corporation" of the Company within the meaning of Section
424(f) of the Code.

    


    2.23         "Voting
Securities" means securities of the Company having the right to vote at
elections of members of the Board of Directors.

    


    
      	
              3

            	
              ADMINISTRATION

            


    

    


    3.1           Board.
The Plan shall be administered by the Board, which shall have the full power and
authority to take all actions and to make all determinations required or
provided for under the Plan or any Restricted or Deferred Stock Agreement
entered into hereunder and all such other actions and determinations not
inconsistent with the specific terms and provisions of the Plan deemed by the
Board to be necessary or appropriate to the administration of the Plan or any
Restricted or Deferred Stock Agreement entered into hereunder. The
interpretation and construction by the Board of any provision of the Plan or of
any Restricted or Deferred Stock Agreement entered into hereunder shall be final
and conclusive.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.2           Committee.
The Board may from time to time appoint a Committee, and the Board, in its sole
discretion, may provide that the role of the Committee shall be limited to
making recommendations to the Board concerning any determinations to be made and
actions to be taken by the Board pursuant to or with respect to the Plan, or the
Board may delegate to the Committee such powers and authorities related to the
administration of the Plan, as set forth in Section 3.1 hereof, as the Board
shall determine, consistent with the Certificate of Incorporation and Bylaws of
the Company and applicable law. In the event that the Plan or any Restricted or
Deferred Stock Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the Committee if the power and authority to
do so has been delegated to the Committee by the Board as provided for in this
Section 3.2. Unless otherwise expressly determined by the Board, any such action
or determination by the Committee shall be final and conclusive.

    


    3.3           No
Liability. No member of the Board or of the Committee shall be liable for any
action or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Restricted or
Deferred Stock Agreement entered into hereunder.

    


    
      	
              4

            	
              STOCK

            


    

    


    The Stock
that may be issued pursuant to Restricted or Deferred Stock Awards may be
treasury shares or authorized but unissued shares. The number of shares of Stock
that may be issued pursuant to Restricted or Deferred Stock Awards under the
Plan shall not exceed, in the aggregate, 200,000 shares. If any Restricted Stock
Award expires, terminates, or is terminated or canceled for any reason prior to
vesting in full, the shares that were subject to the forfeited or terminated
portion of such Restricted Stock Award shall be available immediately for future
grants of Restricted Stock Awards under the Plan.

    


    
      	
              5

            	
              ELIGIBILITY

            


    

    


    5.1           Designated
Recipients. Restricted Stock and Deferred Stock Awards may be granted under the
Plan to any non-employee director of the Company or any Subsidiary or any
division of a Subsidiary, as the Board shall determine and designate from time
to time.

    


    5.2           Successive
Grants. An individual may hold more than one Restricted or Deferred Stock Award,
subject to such restrictions as are provided herein.

    


    
      	
              6

            	
              EFFECTIVE
      DATE AND TERM OF THE PLAN

            


    

    


    6.1           Effective
Date. The Plan shall be effective as of the date of adoption by the Board,
subject to approval by the stockholders of the Company.

    


    6.2           Term.
The Plan shall continue until there are no shares available for grant pursuant
to Section 4, or unless earlier terminated in accordance with Section 11
hereof.

    


    
      	
              7

            	
              GRANT
      OF RESTRICTED AND DEFERRED STOCK

            


    

    


    
      	
              7.1

            	
              Restricted
      Stock Awards.

            


    

    


    (a)           The
Board may from time to time, and subject to the provisions of the Plan and such
other terms and conditions as the Board may determine, grant Restricted Stock
under the Plan. Each Restricted Stock Award shall be evidenced by a written
instrument which shall state the number of shares covered by the award and the
terms and conditions which the Board shall have determined with respect to such
award, including the number of shares that the Holder shall be entitled to
receive, and the vesting terms. In accordance with Section 7.3, a certificate
representing the shares covered by the award shall be registered in the name of
the Holder and shall be delivered to the Holder within 30 days after the vesting
of any shares to which the Holder shall be entitled. The Holder shall generally
have the rights and privileges of a stockholder of the Company with respect to
such shares, including the right to vote and to receive dividends, subject to
the restrictions specified in paragraphs (b) and (c).

    


    (b)           The
Board shall determine a period of time ("Restriction Period") which shall apply
to the shares transferred to a Holder with respect to each Restricted Stock
Award. Except as otherwise determined by the Board, during the Restriction
Period applicable with respect to each Restricted Stock Award, the Holder may
not sell, transfer, assign, pledge or otherwise encumber or dispose of the
shares covered by such Restricted Stock Award. The Board in its discretion may
prescribe conditions for the incremental lapse of the preceding restrictions
during the Restriction Period, and for the lapse or termination of such
restrictions upon the occurrence of certain events before the expiration of the
Restriction Period. The Board in its discretion also may shorten or terminate
the Restriction Period or waive any conditions for the lapse or termination of
the restrictions with respect to all or any portion of the shares covered by the
Restricted Stock Award.

    


    (c)           If
the Holder terminates board membership with the Company (or any Subsidiary or
any division, including advisory boards), due to death, disability, retirement
after the age of 70, or failure to be re-elected or re-appointed, the Restricted
Stock granted, to the extent not already vested, shall vest in full as of the
date of such termination. Voluntary resignation or removal for cause will result
in forfeiture of the non-vested grants. The Holder may designate a beneficiary
to receive the stock certificate representing that portion of the Restricted
Stock award automatically vested upon death. The Holder has the right to change
such beneficiary designation at will.

    


    7.2           Restricted
Stock and Deferred Stock Agreements. All Restricted and Deferred Stock Awards
granted pursuant to the Plan shall be evidenced by Restricted and Deferred Stock
Agreements, to be executed by the Company and by the Holder, in such form or
forms as the Board shall from time to time determine. Restricted Stock and
Deferred Stock Agreements covering Restricted Stock granted from time to time or
at the same time need not contain similar provisions; provided, however, that
all such Restricted and Deferred Stock Agreements shall comply with all terms of
the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.3           Certificates
for Restricted Stock and Deferred Stock. The Board may cause a legend to be
placed on such certificates that complies with the applicable securities laws
and regulations and makes appropriate reference to the restrictions to which the
shares are subject. Upon attainment of the specified objectives and requirements
(or, to the extent specified in the grant, upon the partial attainment of the
objectives and requirements), a certificate for the number of shares with
respect to which restrictions have lapsed shall be delivered to the Holder free
of restrictions.

    


    7.4           Deferred
Stock Awards. The Board may from time to time, and subject to the provisions of
the Plan and such other terms and conditions as the Board may determine, grant
Deferred Stock under the Plan. Each Deferred Stock Award shall be evidenced by a
written instrument which shall state the number of shares covered by the award
and the terms and conditions with respect to such award. Subject to Section 7.3,
a certificate representing the shares covered by the award shall be registered
in the name of the Holder and shall be delivered to the Holder within 30 days
after the Holder ceases to be a Director. The Holder shall generally have the
rights and privileges of a stockholder of the Company, including the right to
vote and receive dividends, with respect to such shares. The Holder may
designate a beneficiary to receive the stock certificate representing the
Deferred Stock award should the Holder die while still a Director. The Holder
has the right to change such beneficiary designation at will.

    


    
      	
              8

            	
              REQUIREMENTS
      OF LAW

            


    

    


    The
Company shall not be required to issue any shares of Stock under the Plan if the
issuance of such shares would constitute a violation by the Holder or by the
Company of any provision of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion, that
the listing, registration or qualification of any shares of Stock subject to the
Plan upon any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is necessary or desirable
as a condition of, or in connection with, the issuance of shares of Stock
hereunder, the Restricted Stock shall remain subject to a risk of forfeiture in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company. Specifically in connection with the 1933 Act (as now
in effect or as hereafter amended), unless a registration statement under such
Act is in effect with respect to the shares of Stock covered by the Plan, the
Company shall not be required to issue such shares unless the Company has
received evidence satisfactory to it that the Holder may acquire such shares
pursuant to an exemption from registration under such Act. Any determination in
this connection by the Company shall be final, binding, and conclusive. The
Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the 1933 Act (as now in effect or as hereafter
amended). The Company shall not be obligated to take any affirmative action in
order to cause the issuance of shares of Stock pursuant thereto to comply with
any law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that the Restricted Stock or Deferred Stock
shall remain subject to a risk of forfeiture unless and until the shares of
Stock covered by the Plan are registered or are subject to an available
exemption from registration, the termination of the risk of forfeiture as to the
Restricted Stock (under circumstances in which the laws of such jurisdiction
apply) shall be deemed conditioned upon the effectiveness of such registration
or the availability of such an exemption.

    


    
      	
              9

            	
              TRANSFERABILITY
      OF RESTRICTED STOCK; RESTRICTIONS ON
STOCK

            


    

    


    No
Restricted Stock shall be assignable or transferable, other than by will or the
laws of descent and distribution, before the later of (i) the end of the
Restriction Period and (ii) satisfaction of any other applicable performance and
service requirements with respect to such shares, as set forth in the applicable
Restricted Stock Agreement. Deferred Stock is subject to the limitations
contained in the definition thereof and in Section 7.4.

    


    
      	
              10

            	
              PARACHUTE
      LIMITATIONS

            


    

    


    Notwithstanding
any other provision of this Plan or of any other agreement, contract, or
understanding heretofore or hereafter entered into by the Holder with the
Company, except an agreement, contract, or understanding hereafter entered into
that expressly modifies or excludes application of this paragraph (an "Other
Agreement"), and notwithstanding any formal or informal plan or other
arrangement for the direct or indirect provision of compensation to the Holder
(including groups or classes of participants or beneficiaries of which the
Holder is a member), whether or not such compensation is deferred, is in cash,
or is in the form of a benefit to or for the Holder (a "Benefit Arrangement"),
if the Holder is a "disqualified individual," as defined in Section 280G(c) of
the Code, any Restricted Stock or Deferred Stock held by that Holder and any
right to receive any payment or other benefit under this Plan shall not become
vested (i) to the extent that such right to vesting, payment, or benefit, taking
into account all other rights, payments, or benefits to or for the Holder under
this Plan, all Other Agreements, and all Benefit Arrangements, would cause any
payment or benefit to the Holder under this Plan to be considered a "Parachute
Payment" within the meaning of Section 280G(b)(2) of the Code as then in effect
(a "Parachute Payment") and (ii) if, as a result of receiving a Parachute
Payment, the aggregate after-tax amounts received by the Holder from the Company
under this Plan, all Other Agreements, and all Benefit Arrangements would be
less than the maximum after-tax amount that could be received by him or her
without causing any such payment or bene fit to be considered a Parachute
Payment. In the event that the receipt of any such right to vesting, payment, or
benefit under this Plan, in conjunction with all other rights, payments, or
benefits to or for the Holder under any Other Agreement or any Benefit
Arrangement would cause the Holder to be considered to have received a Parachute
Payment under this Plan that would have the effect of decreasing the after-tax
amount received by the Holder as described in clause (ii) of the preceding
sentence, then the Holder shall have the right, in the Holder's sole discretion,
to designate those rights, payments, or benefits under this Plan, any Other
Agreements, and any Benefit Arrangements that should be reduced or eliminated so
as to avoid having the payment or benefit to the Holder under this Plan be
deemed to be a Parachute Payment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              11

            	
              AMENDMENT
      AND TERMINATION OF THE PLAN

            


    

    


    The Board
may, at any time and from time to time, amend, suspend, or terminate the Plan as
to any shares as to which Restricted or Deferred Stock Awards have not been
granted. Except as permitted under this Section 11 or Section 13 hereof, no
amendment, suspension, or termination of the Plan shall, without the consent of
the Holder of the Restricted or Deferred Stock, alter or impair rights or
obligations under any Restricted or Deferred Stock theretofore granted under the
Plan.

    


    
      	
              12

            	
              EXCHANGE
      ACT: RULE 16B-3

            


    

    


    12.1         General.
The Plan is intended to comply with Rule 16b-3 ("Rule 16b-3") under the Exchange
Act. Any provision inconsistent with Rule 16b-3 shall, to the extent permitted
by law and determined to be advisable by the Board, be inoperative and
void.

    


    12.2         Additional
Restriction on Transfer of Stock. No director, officer or other "insider" of the
Corporation subject to Section 16 of the Exchange Act shall be permitted to sell
shares (which such "insider" had received as Restricted Stock) during the six
months immediately following the grant of such Restricted Stock
Award.

    


    
      	
              13

            	
              EFFECT
      OF CHANGES IN CAPITALIZATION

            


    

    


    13.1         Changes
in Stock. If the number of outstanding shares of Stock is increased or decreased
or the shares are changed into or exchanged for a different number or kind of
shares or other securities of the Company on account of any recapitalization,
reclassification, stock split, reverse split, combination of shares, exchange of
shares, stock dividend or other distribution payable in capital stock, or other
increase or decrease in such shares effected without receipt of consideration by
the Company, occurring after the Effective Date, the number and kinds of shares
for the issuance of which Restricted or Deferred Stock Awards may be granted
shall be adjusted proportionately and accordingly by the Company.

    


    13.2         Change
of Control. Upon a Change of Control of the Company, unvested Restricted Stock
Awards shall cease being subject to a risk of forfeiture, any Limitation Period
shall expire, and all Restricted Stock Awards will be fully vested.

    


    13.3         Adjustments.
Adjustments under this Section 13 related to shares of Stock or securities of
the Company shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. No fractional shares or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.4         No
Limitations on Company. The grant of Restricted or Deferred Stock Awards
pursuant to the Plan shall not affect or limit in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure or to merge, consolidate, dissolve, or
liquidate, or to sell or transfer all or any part of its business or
assets.

    


    
      	
              14

            	
              DISCLAIMER
      OF RIGHTS

            


    

    


    No
provision in the Plan or in any Restricted or Deferred Stock Award granted or
Agreement entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ or service of the Company, any
Subsidiary or any Affiliate, or to interfere in any way with any contractual or
other right or authority of the Company, any Subsidiary or any Affiliate either
to increase or decrease the compensation or other payments to any individual at
any time, or to terminate any other relationship between any individual and the
Company, a Subsidiary or an Affiliate. The obligation of the Company to pay any
benefits pursuant to this Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein. The Plan shall in no way be interpreted to require
the Company to transfer any amounts to a third party trustee or otherwise hold
any amounts in trust or escrow for payment to any participant or beneficiary
under the terms of the Plan.

    


    
      	
              15

            	
              NONEXCLUSIVITY
      OF THE PLAN

            


    

    


    The
adoption of the Plan shall not be construed as creating any limitations upon the
right and authority of the Board to adopt such other incentive compensation
arrangements (which arrangements may be applicable either generally to a class
or classes of individuals or specifically to a particular individual or
particular individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of Restricted or Deferred Stock
otherwise than under the Plan.

    


    
      	
              16

            	
              CAPTIONS

            


    

    


    The use
of captions in this Plan or any Agreement is for the convenience of reference
only and shall not affect the meaning of any provision of the Plan or such
Agreement.

    


    
      	
              17

            	
              OTHER
      PROVISIONS

            


    

    


    Each
Restricted or Deferred Stock Award granted under the Plan may contain such other
terms and conditions not inconsistent with the Plan as may be determined by the
Board, in its sole discretion.

    


    
      	
              18

            	
              NUMBER
      AND GENDER

            


    

    


    With
respect to words used in this Plan, the singular form shall include the plural
form, the masculine gender shall include the feminine gender, etc., as the
context requires.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              19

            	
              SEVERABILITY

            


    

    


    If any
provision of the Plan or any Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their
terms, and all provisions shall remain enforceable in any other
jurisdiction.

    


    
      	
              20

            	
              GOVERNING
      LAW

            


    

    


    The
validity and construction of this Plan and the instruments evidencing the
Restricted Stock Awards granted hereunder shall be governed by the laws of the
State of New York, without regard to any applicable conflicts of laws
rules.

    


    The Plan
was duly adopted and approved by the Board of Directors of the Company on the __
day of __ , 2003.

    


    
      
        
          
            	 /s/	 
      
	
                    Secretary
      of the Company

                  	 
      


          

        

      

    

    


    The Plan
was duly adopted and approved by the stockholders of the Company on the
day __ of
__ , 2003.

    


    
      
        
          
            	 /s/	 
      
	
                    Secretary
      of the Company