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Exhibit 4.3
NONQUALIFIED STOCK OPTION AGREEMENT
(Director)
This Nonqualified Stock Option Agreement ("Option Agreement") is
between Century Bancshares, Inc., a Delaware corporation (the "Company"), and
________________________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore adopted the Century Bancshares,
Inc. 1994 Stock Option Plan (the "Plan") for the purpose of providing employees
of the Company and Century National Bank (the "Bank") (as defined in the Plan)
with additional incentive to promote the success of the business, to increase
their proprietary interest in the success of the Company, and to encourage them
to remain in the employ or remain as a director of the Company or the Bank; and
WHEREAS, the Company, acting through the Compensation Committee
designed by the Board of Directors (the "Committee"), has determined that its
interests will be advanced by the issuance to Optionee of nonqualified stock
options under the Plan:
NOW, THEREFORE, for and in consideration of these premises it is
agreed as follows:
1. Options. Subject to the terms and conditions contained
herein, the Company hereby irrevocably grants to Optionee the right and option
("Options") to purchase from the Company _____ shares of the Company's common
stock, $1.00 par value ("Common Stock"), at a price of $_____ per share, which
is deemed to be not less than the fair market value of the Common Stock at the
date of grant of the Options.
2. Option Period; Vesting. The Options herein granted may be
exercised by Optionee in whole or in part at any time during the period
beginning on the date hereof, and ending ten (10) years after the date hereof
("Option Period").
3. Procedure for Exercise. The Options herein granted may be
exercised by written notice by Optionee to the Secretary of the Company setting
forth the number of shares of Common Stock with respect to which the Options
are to be exercised accompanied by payment for the shares to be purchased, and
specifying the address to which the certificate for such shares is to be
mailed. Payment shall be in the form of cash or cashier's check, bank draft,
postal or express money order payable to the order of the Company, or at the
option of Optionee, shares of Common Stock theretofore owned by Optionee (or a
combination of cash and Common Stock). As promptly as practicable after
receipt of such written notification and payment, the Company shall deliver to
Optionee certificates for the number of shares of Common Stock with respect to
which such Options have been so exercised.
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4. Termination of Employment. If Optionee's employment with the
Company or the Bank is terminated during the Option Period for any reason other
than death or disability or if Optionee ceases to serve on the Board of the
Company or the Bank during the Option Period for any reason other than death or
disability, Options granted to him or her hereunder which are not exercisable
on such date thereupon terminate except as hereinafter provided. Any Options
which are exercisable on the date of his or her termination of employment or
cessation from the Board shall be exercisable during a three-month period
beginning on such date; provided, however, if Optionee's termination of
employment or cessation from the Board is due to Optionee's dishonesty, theft,
embezzlement from the Company or the Bank, disclosing trade secrets of the
Company or the Bank, willful violation of any rules of the Company or the Bank
pertaining to the conduct of individuals performing services for the Company or
the Bank, or the commission of a willful felonious act while in the employment
of the Company or the Bank or while serving on the Board, then any option or
unexercised portion thereof granted to Optionee, shall expire upon such
termination.
5. Disability or Death. In the event of the determination of
disability or death of an Optionee under the Plan while he or she is employed
by the Company or while he or she serves on the Board, all Options hereunder
exercisable at the date of such disability or death shall be thereafter
exercisable by Optionee, the guardian of his or her estate, his or her executor
or administrator, or the person or persons to whom his or her rights under this
Option Agreement shall pass by will or by the laws of descent and distribution,
as the case may be, for a period of one year from the date of Optionee's
disability or death, unless this Option Agreement should earlier terminate in
accordance with its other terms. In no event may any Options be exercised
after the end of the Option Period. Optionee shall be deemed to be disabled
if, in the opinion of a physician selected by the Committee, he or she is
incapable of performing services for the Company or the Bank of the kind he or
she was performing at the time the disability occurred by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or to be of long, continued and indefinite duration. The date
of determination of disability for purposes hereof shall be the date of such
determination by such physician.
6. Transferability. Neither the Options granted hereunder nor
any rights or benefits of Optionee under this Option Agreement shall be
transferable by Optionee otherwise than by the Optionee's will or by the laws
of descent and distribution. During the lifetime of Optionee, the Options
shall be exercisable only by him or her. Any heir or legatee of Optionee shall
take rights herein granted subject to the terms and conditions hereof. No such
transfer of this Option Agreement to heirs or legatees of Optionee shall be
effective to bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of such evidence as the Committee may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions hereof.
7. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option
Agreement until the date of issuance of a
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certificate for shares of Common Stock purchased pursuant to this Option
Agreement. Until such time, Optionee shall not be entitled to dividends or to
vote at meetings of the stockholders of the Company. Except as provided in
paragraph 9 hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) paid or
distributions of other rights granted in respect of any share of Common Stock
for which the record date for such payment, distribution or grant is prior to
the date upon which Optionee shall have been issued share certificates, as
provided hereinabove.
8. Extraordinary Corporate Transactions. If the Company
recapitalizes or otherwise changes its capital structure, or merges,
consolidates, sells all of its assets or dissolves (each of the foregoing a
"Fundamental Change"), then thereafter upon any exercise of Options granted
hereunder, Optionee shall be entitled to purchase under such Options, in lieu
of the number of shares of Common Stock as to which such Options shall then be
exercisable, the number and class of shares of stock and securities to which
Optionee would have been entitled pursuant to the terms of the Fundamental
Change if, immediately prior to such Fundamental Change, Optionee had been the
holder of record of the number of shares of Common Stock as to which such
Options are then exercisable. If the Company shall not be the surviving entity
upon the occurrence of a Fundamental Change, the Options granted hereunder
shall be governed by subparagraph 6(i) of the Plan.
9. Changes in Capital Structure. The existence of outstanding
Options shall not affect in any way the right or power of the Company or its
shareholder to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Common Stock or subscription rights thereof, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceedings, whether of a similar character or
otherwise. If the outstanding shares of Common Stock of the Company shall at
any time be changed or exchanged by declaration of a stock dividend, stock
split, combination of shares, or recapitalization, the number and kind of
shares subject to the Plan or subject to any Options theretofore granted, and
the Option prices, shall be appropriately and equitable adjusted so as to
maintain the proportionate number of shares without changing the aggregate
Option price.
10. Compliance With Securities Laws. Upon the acquisition of any
shares pursuant to the exercise of the Options herein granted, Optionee (or
any person acting under paragraph 6) will enter into such written
representations, warranties and agreements as the Company may reasonably
request in order to comply with applicable securities laws or with this Option
Agreement.
11. Compliance With Laws. Notwithstanding any of the other
provisions hereof, Optionee agrees that he or she will not exercise the Options
granted hereby, and that the Company will not be obligated to issue any shares
pursuant to this Option Agreement, if the exercise of the
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Options or the issuance of such shares of Common Stock would constitute a
violation by Optionee or by the Company of any provision of any law or
regulation of any governmental authority.
12. Withholding of Tax. To the extent that the exercise of the
Options granted hereunder or the disposition of shares of Common Stock acquired
by exercise of the Options results in compensation income to Optionee for
federal or state income tax purposes, Optionee shall pay to the Company at the
time of such exercise or disposition (or such other time as the law permits if
Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended) such amount of money as the Company may require to meet its obligation
under applicable tax laws or regulations; and, if Optionee fails to do so, the
Company is authorized to withhold from any cash remuneration then or thereafter
payable to Optionee, any tax required to be withheld by reason of such
resulting compensation income or Company may otherwise refuse to issue or
transfer any shares otherwise required to be issued or transferred pursuant to
the terms hereof. Payment of the withholding tax by Optionee shall be made in
accordance with Section 10 of the Plan.
13. Resolution of Disputes. As a condition of the granting of the
Options hereby, Optionee and his or her heirs and successors agree that any
dispute or disagreement which may arise hereunder shall be determined by the
Committee in its sole discretion and judgment, and that any such determination
and any interpretation by the Committee of the terms of this Option Agreement
shall be final and shall be binding and conclusive, for all purposes, upon the
Company, Optionee, his or her heirs and personal representatives.
14. Legends on Certificate. The certificates representing the
shares of Common Stock purchased by exercise of any Options will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares.
15. Notices. Every notice hereunder shall be in writing and shall
be given by registered or certified mail. All notices of the exercise of any
Options hereunder shall be directed to Century Bancshares, Inc., 0000 Xxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. Attention: Corporate Secretary. Any notice
given by the Company to Optionee directed to him or her at his or her address
on file with the Company shall be effective to bind him or her and any other
person who shall acquire rights hereunder. The Company shall be under no
obligation whatsoever to advise Optionee of the existence, maturity or
termination of any of Optionee's rights hereunder and Optionee shall be deemed
to have familiarized himself or herself with all matters contained herein and
in the Plan which may affect any of Optionee's rights or privilege hereunder.
16. Construction and Interpretation. Whenever the term "Optionee"
is used herein under circumstances applicable to any other person or persons to
whom this award, in accordance with the
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provisions of paragraph 6 hereof, may be transferred, the word "Optionee" shall
be deemed to include such person or persons.
17. Agreement Subject to Plan. This Option Agreement is subject
to the Plan. The terms and provisions of the Plan (including any subsequent
amendments thereto) are hereby incorporated herein by reference thereto. In
the event of a conflict between any term or provision contained herein and a
term or provision of the Plan, the applicable terms and provisions of the Plan
will govern and prevail. All definitions of words and terms contained in the
Plan shall be applicable to this Option Agreement.
18. Employment Relationship. Employees shall be considered to be
in the employment of the Company as long as they remain employees of the
Company or the Bank. Any questions as to whether and when there has been a
termination of such employment and the cause of such termination shall be
determined by the Committee, and its determination shall be final. Nothing
contained herein shall be construed as conferring upon Optionee the right to
continue in the employ of the Company, nor shall anything contained herein be
construed or interpreted to limit the "employment at will" relationship between
Optionee and the Company.
19. Binding Effect. This Option Agreement shall be binding upon
and inure to the benefit of any successors to the Company and all persons
lawfully claiming under Optionee.
IN WITNESS WHEREOF, this Option Agreement has been executed and is
effective as of the ______ day of _________________, ______.
CENTURY BANCSHARES, INC.
ATTEST:
By:
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Name:
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Title:
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Name:
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Title:
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OPTIONEE
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Name:
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