ex10-3.htm


    BETHEL
      BANCORP

    1992
      STOCK OPTION PLAN

    


    I.
      THE
      PLAN

    


         1.1   Purpose.   The
      purpose of this Plan is to provide a means whereby Bethel Bancorp (the
      "Company") may, through the grant of stock options to Key Employees, as defined
      below, and to certain other individuals, as set out in Article III, attract,
      retain and motivate persons of ability to exert their best efforts on behalf
      of
      the Company or any present or future Subsidiary thereof. As used herein the
      term
      "Subsidiary" shall mean any corporation which at the time an option is granted
      under this Plan qualifies as a subsidiary of the Company under the definition
      of
      " subsidiary corporation" contained in Section 425(f) of the Internal Revenue
      Code of 1954 (the "Code"), as amended from time to time, or any similar
      provision hereafter enacted, except that such term shall not include any
      corporation which is classified as a foreign corporation pursuant to Section
      7701 of the Code. The term "Key Employees" means those employees (including
      officers who are also employees) of the Company or of any Subsidiary, who,
      in
      the judgment of the Committee defined in Section 1.2 below, are considered
      especially important to the future of the Company. The term "stock options",
      means options to purchase Common Stock, $1.00 par value, of the Company
      ("Stock") and in the case of stock options granted pursuant to Article II
      hereof, which at the time such options are granted qualify as Incentive Stock
      Options within the meaning of Section 422 of the Code.

    


         1.2   Administration
      of the Plan.   The Plan shall be administered by the Stock
      Option Committee (the "Committee") of the Board of Directors of the Company
      (the
      "Board"). The Committee shall consist of not less than three members who shall
      be appointed by the Board and serve at the Board's pleasure. Each member of
      the
      Committee shall be a member of the Board. Any vacancy occurring in the
      membership of the Committee shall be filled by appointment by the Board. All
      decisions and selections by the Committee pursuant to the provisions of the
      Plan
      shall be made by a majority of its members. A member of the Committee who is
      eligible to receive an stock option under the Plan shall not

    vote
      on
      any question relating specifically to that member. Any decision reduced to
      writing and signed by all of the members of the Committee shall be fully
      effective as if it had been unanimously made at a duly held meeting of the
      Committee.

    


         Except
      as otherwise expressly reserved to the Board in this Plan, the Committee may
      interpret the Plan, prescribe, amend and rescind any rules and regulations
      necessary or appropriate for the administration of the Plan or for the continued
      qualification under the Code of any stock options granted to Key Employees
      and
      may make such other determinations and take such other actions as it deems
      necessary or advisable. Without limiting the generality of the foregoing, the
      Committee may, in its sole discretion, treat all or any portion of any period
      during which a Key Employee is on military leave or on an approved leave of
      absence from the Company or a Subsidiary as a period of employment by the
      Company or such Subsidiary, as the case may be, and not as an interruption
      of
      employment, for purposes of maintaining the Key Employee's continuous status
      as
      an employee and accrual of rights under any Incentive Stock Options. Any
      interpretation, determination or other action made or taken by the Committee
      shall be final, binding and conclusive, subject only to the full Board's
      authority as set forth in Section 1.3 hereof.

    


         1.3   Final
      Authority with Respect to the Plan.   Notwithstanding any
      other provisions hereof to the contrary, final authority as to the
      administration of the Plan rests in the full Board. It is a requirement of
      the
      Plan that the Committee submit its interpretations, determinations and actions
      to the full Board for final approval. A Board member who is eligible to receive
      a stock option under the Plan may not vote on any question relating specifically
      to that member.

    


    II.
      INCENTIVE STOCK OPTIONS

    


         2.1   Incentive
      Stock Options.   Subject to the provisions of the Plan, the
      Committee may grant stock options from time to time which qualify as Incentive
      Stock Options within the meaning of Section 422 of the Code ("Incentive Stock
      Options") in accordance with provisions of this Article II.

    


         2.2   Shares
      Subject to Incentive Stock Options.   Incentive Stock Options
      may be granted by the Company from time to time to Key Employees to purchase
      an
      aggregate of 52,000 shares of Stock. The Company shall reserve said number
      of
      shares for Incentive Stock Options granted under the Plan subject to adjustment
      as provided in section 5.1. The shares issued upon the exercise of Incentive
      Stock Options granted under the Plan may be authorized and unissued shares
      or
      shares held by the company in its treasury. If any Incentive Stock Options
      granted hereunder should expire or become unexercisable for any reason without
      having been exercised in full, the unpurchased shares which were subject to
      an
      Incentive Stock Option shall, unless the Plan shall have been terminated, be
      available for the grant of other Incentive Stock options under the
      Plan.

    


         2.3   Grant
      of Incentive Stock Options to Key Employees.   Subject to the
      provisions of the Plan and in particular this Article II, the Committee shall
      (i) determine and designate from time to time those Key Employees to whom
      Incentive Stock Options are to be granted and the number of shares of Stock
      to
      be optioned to each such employee and (ii) determine the time or times when
      and
      the manner in which each Incentive Stock Option shall be exercisable and the
      duration of the exercise period. Notwithstanding the above, no option shall
      be
      granted pursuant to this Section 2.3 after the expiration of ten years from
      the
      effective date of the Plan as defined in Section 5.5.

    


         Incentive
      Stock options need not be identical and in fixing the terms of any Incentive
      Stock Option, the Committee may take into account such individual factors
      bearing on the value of an employee as it considers appropriate.

    


         2.4   Terms
      and Conditions of Incentive Stock Options.   Each Incentive
      Stock Option granted under the Plan to a Key Employee pursuant to Section 2.3
      hereof shall be evidenced by an agreement with the optionee (the "Incentive
      Stock Option Agreement") in a form approved by the Committee. Each Incentive
      Stock Option and the Incentive Stock Option Agreement shall be subject to the
      following express terms and conditions and to such other terms and conditions
      as
      the Committee may deem appropriate from time to time.

    


         (a)   Incentive
      Stock Option Period.   Subject to the terms of Section 2.3
      hereof, each Incentive Stock option Agreement shall specify the period for
      which
      the Incentive Stock Option thereunder is granted and exercisable, as determined
      by the Committee, and shall provide that the Incentive Stock Option shall expire
      at the end of such period. In no event shall any Incentive Stock Option be
      exercisable after the expiration of 10 years from the date of grant provided,
      however, that if the Incentive Stock Option price is determined pursuant to
      Section 2.4 (c)(2) hereof, then the Incentive Stock Option shall not be
      exercisable after the expiration of 5 years from the date of grant.

    


         (b)   Date
      of Grant.   The date of grant of an Incentive Stock Option to
      a Key Employee under the Plan shall, for all purposes, be the date on which
      the
      Committee makes the determination of granting such Incentive Stock Option.
      Notice of the determination shall be given to each Key Employee to whom an
      Incentive Stock Option is so granted within a reasonable time after the date
      of
      such grant.

    


         (c)   Incentive
      Stock Option Price.

                (1)   The
      option price per share of Stock shall be determined by the Committee at the
      time
      any Incentive Stock option is granted and except as provided in subsection
      (2)
      below shall not be less than the fair market value of one share of Stock on
      the
      date that the Incentive Stock Option is granted. The Committee shall have full
      authority to determine the fair market value of a share of stock. If the stock
      is traded in the over-the-counter market, then such fair market value shall
      be
      deemed to be the arithmetical mean between the asked and the bid prices between
      the opening of the market and closing on such date, as reported by any market
      makers in the stock. If the stock is traded on an exchange, then such fair
      market value shall be deemed to be the arithmetical mean of the high and low
      prices at which it is quoted or traded between the opening of the market and
      closing on such day on the exchange on which it generally has the greatest
      trading volume.

    


                (2)    If
      an Incentive Stock Option is granted to a Key Employee then owning Stock
      possessing more than 10% of the total combined voting power of all classes
      of
      stock of the Company or any Subsidiary taking into account the attribution
      rules
      of Section 425(d) of the Code, then the Committee shall set the Incentive Stock
      Option price per share of Stock at 110% of the Incentive Stock option price
      determined pursuant to subsection (1) hereof.

    


         (d)   Exercise
      of Incentive Stock Option.    In the event that the
      aggregate fair market value (determined at the time the option is granted)
      of
      stock with respect to which options are exercisable hereunder for the first
      time
      by any eligible employee during any one calendar year (under this Plan and
      all
      other Incentive Stock Option Plans of the Company or any parent or subsidiary
      of
      the Company) shall exceed $100,000, such options shall be treated as options
      which are not Incentive Stock Options, taking options into account in the order
      in which they were granted. In the case of an option that is to be treated
      in
      part as an Incentive Stock Option and in part as a Non-Incentive Stock Option,
      the Company may designate the shares of stock that are to be treated as stock
      acquired pursuant to the exercise of an Incentive Stock option by issuing a
      separate certificate for such shares and identifying the certificate as
      Incentive Stock Option
      shares in the stock transfer records of the Company.

    


         (e)   Exercise
      During Employment or Following Retirement Disability or
      Death.   Unless otherwise provided in the terms of an
      Incentive Stock Option Agreement, an Incentive Stock Option may be exercised
      by
      an optionee only while the optionee is an employee of the Company or a
      Subsidiary and has maintained continuous status as an employee since the date
      of
      the grant of the Incentive Stock Option, except if the optionee's continuous
      employment is terminated by reason of the optionee's voluntary termination
      of
      employment, disability or death. If the continuous employment of an optionee
      is
      terminated as a result of the optionee's voluntary termination of employment,
      then the optionee may, but only within a period of 90 days beginning the day
      following the date of such termination of employment (and no later
      than the date the Incentive Stock Option would otherwise expire), exercise
      the
      option to the extent that the optionee was entitled to exercise it at the date
      of such termination. If the continuous employment of an optionee is terminated
      as a result of the optionee's disability, such optionee may, but only within
      a
      one year period from the date of such termination of employment (and no later
      than the date the Incentive Stock Option would otherwise expire), exercise
      the
      option to the extent that the optionee was entitled to exercise it at the date
      of such termination. Termination of continuous employment for any other reason
      (except death) shall result in the immediate and contemporaneous cancellation
      of
      the Incentive Stock Option. If the continuous employment of an optionee is
      terminated by death, then to the extent that the optionee would have been
      entitled to exercise the Incentive Stock Option immediately prior to the
optionee's
      death, such Incentive Stock Option of the deceased optionee may be exercised
      within 90 days from the date of the optionee's death (but no later than the
      date
      on which such Incentive Stock Option would otherwise expire) by the person
      or
      persons (including the optionee's estate) to whom the optionee's rights under
      such Incentive Stock Option shall have passed by will or by the laws of descent
      and distribution.

    


         The
      terms "continuous employment" and "continuous status as an employee" mean the
      absence of any interruption or termination of employment with the Company or
      with any present or future Subsidiary. Employment shall not be considered
      interrupted in the case of transfers between the Company and any Subsidiary
      or
      between Subsidiaries, nor in the case of any military leave or any approved
      leave of absence which the, Committee, in its sole discretion, treats as a
      period of employment.

    


         (f)   Non-transferability.   No
      Incentive Stock Option granted to a Key Employee under the Plan shall be
      transferable other than by will or by the laws of descent and distribution.
      During the lifetime of the optionee, an Incentive Stock Option shall be
      exercisable only by the optionee. Any attempt to transfer Stock or a Stock
      Option in violation of the terms of either the Plan or any Incentive Stock
      Option Agreement shall be null and void.

    


         (g)   Code
      Requirements.   Each Incentive Stock Option Agreement shall
      contain such terms and provisions as the Committee may determine to be necessary
      or desirable in order to qualify such Incentive Stock Option as an Incentive
      Stock Option within the meaning of Section 422 of the Code.

    


         (h)   No
      Rights as Shareholder.   No optionee shall have any rights as
      a shareholder with respect to any shares of Stock subject to the optionee's
      Incentive Stock Option prior to the date of issuance to the optionee of a
      certificate or certificates for such shares.

     

         (i)   No
      Rights to Continued Employment.   The Plan and any Incentive
      Stock Option granted pursuant to Section 2.3 of this Article II shall not confer
      upon any Key Employee any right with respect to continuance of employment by
      the
      Company or any Subsidiary nor shall they interfere in any way with the right
      of
      the Company or any Subsidiary employing an optionee to terminate the optionee's
      employment at any time.

    


         2.5.   Disposition
      of Shares by Key Employees.   No share of Stock acquired as a
      result of the exercise of an Incentive Stock Option granted to a Key Employee
      under the Plan shall be transferable other than by will or by the laws of
      descent and distribution before the later of the expiration of the two year
      period beginning on the date such Incentive Stock Option was period beginning
      on
      the date such Incentive Stock Option was granted or the expiration of the one
      year period beginning on the date of the transfer of such share pursuant to
      such
      exercise. Each certificate representing shares of Stock acquired by the exercise
      of an Incentive Stock Option by a Key Employee shall bear a legend thereon
      stating the shares of Stock represented thereby are not transferable except
      in
      accordance with the terms of the Plan.

    


    III.
      NONQUALIFIED STOCK OPTIONS

    


         3.1.   Nonqualified
      Stock Options.   Subject to the provisions of the Plan, the
      Committee may grant other stock options ("Nonqualified Stock Options") from
      time
      to time in accordance with the provisions of this Article III. Nonqualified
      Stock Options shall only be granted to an individual whose relationship to
      the
      Company is one of the following:

    


         (a)   The
      individual is a Key Employee; or

    


         (b)   The
      individual is a member of the Board.

    


         Such
      an individual shall be referred to hereafter as a "NQSO Optionee," and such
      relationship shall be referred to hereafter as the individual's "Eligibility
      Status."

    


         3.2   Shares
      Subject to Nonqualified Stock Options.   Nonqualified Stock
      Options may be granted by the Company from time to time to NQSO Optionees to
      purchase an aggregate of 6,000 shares of Stock. The Company shall reserve said
      number of shares for Nonqualified Stock Options granted under the Plan subject
      to adjustment as provided in Section 5.1. The shares issued upon the exercise
      of
      Nonqualified Stock Options granted under the Plan may be authorized and unissued
      shares or shares held by the Company in its treasury. If any Nonqualified Stock
      Options granted hereunder should expire or become unexercisable for any reason
      without having been exercised in full, the unpurchased shares which were subject
      to a Nonqualified Stock Option shall, unless the Plan shall terminate, be
      available for the grant of other Nonqualified Stock Options under the
      Plan.

    


         3.3   Grant
      of Nonqualified Stock Options to NQSO Optionees.   Subject to
      the provisions of the Plan and in particular this Article III, the Committee
      shall (i) determine and designate from time to time those NQSO Optionees to
      whom
      Nonqualified Stock Options are to be granted and the number of shares of Stock
      to be optioned to each such person and (ii) determine the time or times and
      the
      manner in which each Nonqualified Stock Option shall be exercisable and the
      duration of the exercise period. Nonqualified Stock Options need not be
      identical and in fixing the terms of any Incentive Stock Option, the Committee
      may take into account such individual factors bearing on the value of the NQSO
      Optionee as it considers appropriate.

    


         3.4   Terms
      and Conditions of Nonqualified Stock Options.   Each
      Nonqualified Stock Option granted under the Plan to a NQSO Optionee pursuant
      to
      Section 3.3 hereof shall be evidenced by an agreement with the NQSO Optionee
      (the "Nonqualified Stock Option Agreement") in a form approved by the Committee.
      Each Nonqualified Stock Option and the Nonqualified Stock Option Agreement
      shall
      be subject to the following express terms and conditions and to such other
      terms
      and conditions as the Committee may deem appropriate.

    


         (a)   Nonqualified
      Stock Option Period.   Each Nonqualified Stock Option
      Agreement shall specify the period for which the Nonqualified Stock option
      thereunder is granted and exercisable, as determined by the Committee, and
      shall
      provide that the option shall expire at the end of such period.

    


          (b)   Date
      of Grant.   The date of grant of a Nonqualified Stock Option
      to a NQSO Optionee under the Plan shall, for all purposes, be the date on which
      the Committee makes the determination of granting such Nonqualified Stock
      Option. Notice of such determination shall be given to each NQSO Optionee to
      whom an option is so granted within a reasonable period of time after the date
      of such grant.

    


         (c)   Nonqualified
      Stock Option Price.   The
      option price per share of Stock shall be determined by the Committee at the
      time
      any Nonqualified Stock Option is granted and shall not be less than the fair
      market value of one share of Stock on the date the Nonqualified Stock Option
      is
      granted.

    


         (d)   Exercise
      of Nonqualified Stock Option.   The Nonqualified Stock Option
      Agreement may provide that the option may be exercised in whole or in part
      at
      any time or times during the option period.

    


         (e)   Exercise
      During Employment or Following Retirement, Disability or
      Death.   Unless otherwise provided under the terms of a
      Nonqualified Stock option Agreement, a Nonqualified Stock Option granted to
      an
      NQSO Optionee may be exercised by such optionee only while the NQSO Optionee
      maintains the optionee's Eligibility Status with the Company or a Subsidiary
      and
      has maintained continuous Eligibility Status since the date of the grant of
      the
      Nonqualified Stock Option, except as follows. If the continuous Eligibility
      Status of an optionee is terminated as a result of the optionee's voluntary
      termination, the optionee may, but only within a period of 90 days beginning
      the
      date following the date of such termination of Eligibility Status (and no later
      than the date the Nonqualified Stock option would otherwise expire), exercise
      the option to the extent the optionee was entitled to exercise it at the date
      of
      such termination. If the continuous Eligibility Status of an optionee is
      terminated as a result of optionee's disability, the optionee may, but only
      within a one year period from the date of such termination of Eligibility Status
      (and no later than the date the Nonqualified Stock Option would otherwise
      expire), exercise the option to the extent the optionee was entitled to exercise
      it at the date of such termination. Termination of continuous Eligibility Status
      for any other reason (except death) shall result in cancellation of the
      Nonqualified Stock Option. If the continuous Eligibility Status of an optionee
      is terminated by death, then to the extent that the optionee would have been
      entitled to exercise the Nonqualified Stock Option immediately prior to the
      optionee's death, such Nonqualified Stock Option of the deceased optionee may
      be
      exercised within 90 days from the date of the optionee's death (but no later
      than the date on which such Nonqualified Stock Option would otherwise expire)
      by
      the person or persons (including the optionee's estate) to whom the optionee's
      rights under such NonQualified Stock Option shall have passed by will or by
      the
      laws of descent and distribution.

    


         The
      term "continuous Eligibility Status" shall mean the absence of any interruption
      or termination of Eligibility Status with the Company or with any present or
      future Subsidiary. Eligibility Status shall not be considered interrupted in
      the
      case of transfers between the Company and any Subsidiary or between
      Subsidiaries, nor in the case of any military leave or any approved leave of
      absence which the Committee, in its discretion, treats as a period of
      Eligibility Status.

    


         (f)   Non-transferability.   No
      Nonqualified Stock Option granted to a NQSO optionee under the Plan shall be
      transferrable other than by will or by the laws of descent and distribution.
      During the lifetime of the optionee, a Nonqualified Stock Option shall be
      exercisable only by the optionee.

    


          (g)   No
      Rights as Shareholder.   No NQSO Optionee shall have any
      rights as a shareholder with respect to any shares of Stock subject to the
      optionee's Nonqualified Stock Option prior to the date of issuance to the
      optionee of a certificate or certificates for such shares.

    


          (h)   No
      Rights to Continued Employment.   The Plan and any
      Nonqualified Stock option granted pursuant to Section 3.3 shall not confer
      upon
      any NQSO Optionee any right with respect to continuance of Eligibility Status
      by
      the Company or any Subsidiary nor shall they interfere in any way with the
      right
      of any party to terminate the optionee's Eligibility Status at any
      time.

    


          3.5   Disposition
      of Shares.   Shares of Stock acquired as a result of the
      exercise of a Nonqualified Stock Option granted under the Plan shall not be
      subject to any restrictions on transferability imposed by this
      Plan.

    


    IV.
      EXERCISE AND PURCHASE PROVISIONS

    


         4.1   Limitation
      on Exercise of Options.   Each option granted under the Plan
      shall provide that the option may not be exercised in whole or in part by the
      optionee for less than 100 shares of Stock unless only less than 100 shares
      of
      Stock remain subject to the option. In addition, an option may not be exercised
      for a fractional share.

    


         4.2   Payment
      of Purchase Price upon Exercise of Option.   Each option
      granted under the Plan shall provide that the purchase price of the shares
      as to
      which an option is exercised will be paid to the Company at the time of
      exercise, either in cash or in Stock already owned by the optionee having a
      total fair market value, as determined by the Committee, equal to the purchase
      price, or a combination of cash and Stock having a total fair market value,
      as
      so determined, equal to the purchase price.

    


         4.3   Procedure
      for Exercising Options.   Each option granted under. the Plan
      shall be exercisable at such times and under such conditions as shall be
      permissible under the terms of the Plan and the Incentive Stock Option Agreement
      or the Nonqualified Stock Option Agreement, as the case may be.

    


          An
      option may be exercised, subject to the applicable provisions of this Plan
      relative to its termination and limitations on its exercise, from time to time
      only by (i) written notice of intent to exercise the option with respect to
      a
      specified number of shares and (ii) payment to the Company (contemporaneously
      with delivery of each such notice) of the option price as provided in section
      4.2 hereof. Each such notice and payment shall be delivered, or mailed by
      prepaid registered or certified mail, addressed to the Treasurer of the Company
      at its executive offices.

    


    V.
      MISCELLANEOUS PROVISIONS

    


         5.1   Adjustments
      in Event of Change in Stock.   In the event of any change in
      the Stock of the Company by reason of any stock dividend, recapitalization,
      reorganization, merger, consolidation, split-up, combination, or exchange of
      shares, or rights offering to purchase Stock at a price substantially below
      fair
      market value, or of any similar change affecting the Stock, the number and
      kind
      of shares which thereafter may be optioned and sold pursuant to the 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, participants in the Plan.

    


         5.2   Compliance
      With Other Laws and Regulations.   The Plan, the grant and
      exercise of options thereunder and the obligations of the Company to sell and
      deliver shares under such options, shall be subject to all applicable federal
      and state laws, rules and regulations and to such approvals by any government
      or
      regulatory agency as may be required. The Company shall not be required to
      issue
      or deliver any certificates for shares of Stock prior to the completion of
      any
      registration or qualification of such shares under any federal or state law,
      or
      any ruling or regulation of any government body which the Company shall, in
      its
      sole discretion, determine to be necessary or advisable.

    


         5.3   Modification
      of Options.   At any time and from time to time the Board may
      authorize the modification of any outstanding option, provided no such
      modification, extension or renewal shall confer on the holder of said option
      any
      right or benefit which could not be conferred by the grant of a new option
      at
      such time or impair the option without the consent of the holder of the
      option.

    


         5.4   Amendment
      and Termination of the Plan.   The Board may amend, suspend
      or terminate the Plan except that no action of the Board may increase (other
      than as provided in Section 5.1) the maximum number of shares permitted to
      be
      optioned under the Plan, reduce the minimum option price provided for in Section
      2.4(c) or extend the period within which options may be exercised, unless such
      action of the Board shall be subject to approval or ratification by the
      shareholders of the Company.

    


         5.5   Effective
      Date of the Plan. The effective date of the Plan shall be the date of its
      adoption by the Board, but such adoption shall be subject to approval and
      ratification of a majority of the shareholders of the Company entitled to
      vote.

    


         5.6   Interpretation
      of Incentive Stock Options.   The terms of this Plan which
      relate to the grant of an Incentive Stock Option to a Key Employee are subject
      to all present and future rules and regulations of the Secretary of the Treasury
      or the Secretary's delegate regarding the qualifications of Incentive Stock
      Options under Section 422 of the Code. If any such provision of the Plan
      conflicts with any such rule or regulation, then the provision of the Plan
      shall
      be void and of no force and effect.

    


    


    NHK/646/AAO

    


    


    Companies
      Whose Employees are Eligible to Participate in Bethel Bancorp.

    1992
      Stock Option Plan

    


        1.   Bethel
      Bancorp.

    


        2.   Bethel
      Savings Bank, FSB

    


        3.   Brunswick
      Federal Savings, F.A.

    


        4.   Bethel
      Service Corporation

    


    


    341646/BM1