EXHIBIT 4.3
Form of Stock Option Agreement to be entered into
with respect to Non-Incentive Stock Options
STOCK OPTION AGREEMENT
----------------------
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
FIRST COLORADO BANCORP, INC.
1996 STOCK OPTION PLAN
----------------------
For Officers
STOCK OPTIONS for a total of ________________ shares of Common Stock, par
value $.10 per share, of First Colorado Bancorp, Inc. (the "Company") is hereby
granted to ______________ (the "Optionee") at the price determined as provided
in, and in all respects subject to the terms, definitions and provisions of the
1996 Stock Option Plan (the "Plan") adopted by the Company which is incorporated
by reference herein, receipt of which is hereby acknowledged. Such Stock Options
do not comply with Options granted under Section 422 of the Internal Revenue
Code of 1986, as amended.
1. Option Price. The Option price is $________ for each Share, being 100%
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (July 24, 1996).
2. Exercise of Option. This Option shall be exercisable in accordance with
provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Date Percentage of Total Shares
---- Awarded Which Are
Number Non-forfeitable
------ ---------------
Upon grant........................ ____ 0%
As of July 24, 1997............... ____ 20%
As of July 24, 1998............... ____ 40%
As of July 24, 1999............... ____ 60%
As of July 24, 2000............... ____ 80%
As of July 24, 2001............... ____ 100%
Options shall continue to vest annually provided that such holder remains
an employee, director or director's emeritus of the Company or First Federal
Bank of Colorado. Notwithstanding any provisions in this Section 2, in no event
shall this Option be exercisable prior to six months following the date of
grant. Options shall be 100% vested and exercisable upon the death or disability
of the Optionee, or upon a Change in Control of the Company.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the number of
Shares with respect to which it is being exercised, the person in whose
name the stock certificate or certificates for such Shares of Common Stock
is to be registered, his address and Social Security Number (or if more
than one, the names, addresses and Social Security Numbers of such
persons);
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise the
Option; and
(iv) Be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised if
the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
First Colorado Bancorp, Inc.
Date of Grant: July 24, 1996 By:
------------- -------------------------------
Attest:
-----------------------------
[SEAL]
3
NON-INCENTIVE STOCK OPTION EXERCISE FORM
----------------------------------------
PURSUANT TO THE
FIRST COLORADO BANCORP, INC.
1996 STOCK OPTION PLAN
----------------------
___________________
(Date)
First Colorado Bancorp, Inc.
000 X. Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _______ shares, par value $.10, of Common Stock of First Colorado
Bancorp, Inc. under and pursuant to a Stock Option Agreement dated ___________,
19____.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$ of cash or check
----------
of Common Stock
----------
$ Total
==========
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name
----------------------------------------------------------
Address
-------------------------------------------------------
Social Security Number
----------------------------------------
Very truly yours,
--------------------------
