STOCK OPTION AGREEMENT
----------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
STOCK OPTIONS for a total of _________ shares of Common
Stock, par value $.10 per share, of Mid Continent Bancshares
Inc. (the "Company"), which Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Internal Revenue
Code of 1986 as amended, 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 1994 Stock Option Plan
(the "Plan") adopted by the Company which is incorporated by
reference herein, receipt of which is hereby acknowledged.
1. OPTION PRICE. The Option price is $11.75 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.
2. EXERCISES OF OPTION. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(a) SCHEDULE OF RIGHTS TO EXERCISE.
Total of Shares Subject
to Option Which May
Date of Vesting of Option Be Exercised
------------------------- -----------------------
January 27, 1996 . . . . . . . . . . . One-third
January 27, 1997 . . . . . . . . . . . One-third
January 27, 1998 . . . . . . . . . . . One-third
Notwithstanding any provisions in this Section 2, in no
event shall this Option be exercisable prior to six months
following the date of grant or the date of ratification of the
Plan by the Company's stockholders, whichever is later.
(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 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.
4. TERMS 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.
2
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.
Mid Continent Bancshares, Inc.
Date of Grant:
January 27, 1995 By:____________________________
Attest:
_______________________
[SEAL]
3
INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
________________
(Date)
Mid Continent Bancshares, Inc.
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase _____ shares, par value $.10, of Commons
Stock of Mid Continent Bancshares, 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
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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,
_______________________
