Exhibit 99.2
HOME FEDERAL CORPORATION
Form Non-Qualified Stock Option Agreement
A NON-QUALIFIED STOCK OPTION ("Option") for a total of ______ shares of
Common Stock, par value $1.00 per share, of HOME FEDERAL CORPORATION (the
"Company") is hereby granted to _______________ (the "Optionee") pursuant to
Articles VII and VIII of the Company's 1988 Stock Option and Stock Appreciation
Rights Plan, as amended (the "Plan"). The Option granted hereby is subject in
all respects to the terms and provisions of the Plan and this Agreement. The
Plan is hereby incorporated by reference herein.
1. Option Price. The option price shall be ____ for each share
of Common Stock eligible to be exercised hereunder, which price is 100%
of the fair market value of the Common Stock on the date of grant of
this Option, as determined in accordance with Sections 3.09 and 7.03(a)
of the Plan.
2. Exercise of Option. Subject to any other restriction
set forth herein or in the Plan, this Option shall be exercisable six
months from the date of grant pursuant to the provisions of Section
7.03(c) and 8.03.
(a) Method of Exercise. The 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 or her address and Social Security number (or if more than one,
the names, addresses and Social Security numbers of such persons);
(ii) 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
(iii) be in writing and delivered in person
or by certified mail to the Company at its main office, 000 Xxxx
Xxxxxxxxxx Xxxxxx.
Payment of the purchase price of any shares
with respect to which the Option is being exercised shall be by cash,
certified cashier's check payable to the order of the Company or, if
permitted by the Committee at the time of exercise, in shares of Common
Stock with a market value equivalent to the amount of the purchase
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price, as determined pursuant to Section 3.09 of the Plan, or by a
combination of cash, check or shares of Common Stock. 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.
(b) 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 exercise of this
Option, the Company may require the person exercising this Option to
make any representation or warranty to the Company as may be required
by any applicable law or regulation, and may require the Optionee to
comply with the matters set forth in Section 4.05 of the Plan.
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 him or her. The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns of
the Optionee.
4. Term of Option. This Option may not be exercised more than
ten years plus one month from the date of grant of this Option, and may
be exercised during such term only in accordance with the Plan and the
terms of this Option. In no event will this Option be exercisable more
than one year after the death of the Optionee.
HOME FEDERAL CORPORATION
Date of Grant: ______________
BY: ______________________________
President
ATTEST: __________________________
Secretary
(Seal)
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