1
EX-4.2
2
AGREEMENT
This AGREEMENT is entered into by and between ______________ (the "Participant")
and FC Banc Corp. (the "Company") as of the date written below.
RECITALS
1. Pursuant to the FC Banc Corp. 1997 Stock Option and Incentive Plan (the
"Plan"), the Committee (as defined in the Plan) has granted to the
Participant a Stock Option (as defined in the Plan) subject to the
terms and conditions set forth in the Plan, this Agreement, and the
grant attached to this Agreement as Exhibit A. A copy of the Plan, as
currently in effect, is incorporated herein by reference and is
attached hereto.
2. The Participant desires to accept the grant and the Company desires to
provide any benefits that become payable pursuant to the grant in
accordance with the terms of the Plan, this Agreement and the grant.
NOW, THEREFORE, the Company and the Participant agree to terms set forth below:
1. Any benefit provided to the Participant (or any other person)
pursuant to the grant of the Stock Option to such Participant
shall be determined in accordance with the terms of the Plan
and the grant, which are incorporated into this Agreement by
reference, except to the extent otherwise specifically
provided in this Agreement or any amendment to this Agreement.
2. The exercise of the Stock Option pursuant to the grant is
conditioned upon the acceptance by the Participant of the
terms of the Plan, this Agreement and the grant, as evidenced
by his execution of this Agreement in the space provided
below, and the return of an executed original of this
Agreement to the Secretary of the Company no later than
__________, 199__.
3. The Participant and the Company may amend this Agreement in
writing to the extent permitted under the terms of the Plan.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on this
_________ day of ______________________________ , 199__.
FC BANC CORP.
BY:
-------------------------
----------------------------
PARTICIPANT
3
EXHIBIT A
GRANT
Pursuant to the terms of the FC Banc Corp. 1997 Stock Option and Incentive Plan
(the "Plan"), the Committee hereby grants an option to purchase from the Company
the number of shares of Stock at the purchase price per share as set forth
below:
1. STOCK OPTION
Name of Participant:
------------------
Number of Shares covered by Option
------------------
Option Price per Share
------------------
Date of Grant
------------------
Type of Option
----------------------
Incentive/Non-Qualified
Exercise Schedule:
Exercise Period
---------------
Number of Shares Commencement Expiration
Subject to Option Date Date
----------------- ---- ----
2. DURATION OF STOCK OPTION
Except as otherwise set forth in Section 1, above, or in the Plan, the
option granted hereunder shall be exercisable while the Participant
remains in the service of the Company, or any Subsidiary or Affiliate
within a nine(9) year period commencing on the first anniversary of the
date the option is granted. The duration and exercisability of the
option granted hereunder upon separation of service from the Company or
any Subsidiary or Affiliate shall be governed by the terms of the Plan.
3. EXERCISABILITY AND DISTRIBUTION
The Participant shall exercise the option granted hereunder, in whole
or in part, by submitting a written statement to the Committee at the
address of the Company at the time of such exercise, setting forth the
number of shares of stock of the Company which the Participant is
purchasing. The date of exercise is the date on which such written
statement is received by the Company. Such written statement shall be
accompanied by a certified check in the amount of the purchase price.
The Committee shall determine within a reasonable period of time of
receipt of such written notice and certified check and in accordance
with the terms of the Plan, whether such exercise shall be satisfied by
means of a distribution of shares of stock and a cash payment equal to
the spread value or only by means of shares of stock. The Committee
shall notify the Participant in writing of its decision with respect to
satisfying the exercise of the option granted hereunder, and shall take
all action necessary to distribute to the Participant in a timely
manner the cash payment and/or shares of stock.
4. CONDITION TO EXERCISABILITY
The exercise of the option granted hereunder is conditioned upon the
acceptance by the Participant of the terms of the Plan, a stock option
agreement and this grant, as evidenced by his execution and the return
of the Agreement to the Secretary of the Company no later than
____________, 1997.
5. CONFIDENTIALITY
4
By accepting the grant of an option hereunder, the Participant agrees
to maintain in strictest confidence and not to disclose the amount and
terms of the option granted hereunder, except as disclosure thereof may
be required by applicable law and except as the Committee may permit
such disclosure. In the event of breach of this confidentiality
agreement, the Participant acknowledges and agrees that the option
granted hereunder will, except as the Committee may otherwise decide,
be forfeited. Such forfeiture shall affect such option only to the
extent that the option shall not have been exercised.
6. GENERAL
Unless specifically defined in this grant, all terms initially
capitalized shall have the meaning assigned to them in the Plan.
IN WITNESS WHEREOF, the members of the Committee hereby execute this grant on
this ____ day of ___________, 199__.
-----------------------
-----------------------
-----------------------
