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
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 C