Exhibit 10.10.1
[FORM - ALTERNATIVE PROVISIONS IN BRACKETS]
Option Agreement
Access National Corporation (the "Company"), for good and valuable
consideration, hereby grants to the Optionee set forth below an option to
purchase shares of the Common Stock of the Company (the "Option"). The Option is
intended to be [a non-qualified stock option] [an incentive stock option] under
the Internal Revenue Code. The Option is granted under, and shall be subject to
the terms and conditions set forth in, the Access National Corporation 2009
Stock Option Plan, as the same be amended or replaced from time to time (the
"Plan"), and in addition shall be subject to the terms set forth below:
Optionee :
Date of Grant :
Number of Shares :
Option Price :
Expiry Date :
Rights of Exercise (Vesting Schedule):
Vesting Date Number of Vested Shares under Option
On the close of the business day of the Expiry Date, the Option granted will
expire and terminate and be of no further force and effect whatsoever as to the
shares of the Common Stock for which the Option hereby granted has not been
exercised.
The unexercised portion of the Option granted hereunder, and all rights to
purchase pursuant thereto, shall expire and terminate [immediately upon] [within
________ days of] the Optionee ceasing to be an Employee of the Company. [If the
Optionee exercises any portion of the Option within 90 days prior to Optionee
ceasing to be an Employee of the Company per Section 6.10 of the Plan, Optionee
agrees to repay (by direct payment or by set-off) within 10 days any gain
realized from the exercise of the Option during such 90 day period.]
The Option is not transferable. Optionee shall have no rights as a shareholder
with respect to any shares of Common Stock subject to the Option until the date
of the exercise of the Option for such shares.
By Optionee's acceptance of this Agreement and the Option represented hereby,
the Optionee confirms that the Option and all shares of Common Stock purchased
upon any exercise of the Option have been and will be acquired for investment
purposes only and not with the view to distribute or transfer and will be held
for Optionee's own account. Furthermore, by acceptance of this Agreement, the
Optionee agrees to take into consideration the current strength of the Company's
Common Stock price and to not sell any shares into the market that would cause a
substantial decrease in the Company's Common Stock price.
Furthermore, by acceptance of this Agreement, the Optionee agrees that he is
responsible for the payment of any taxes (including alternative minimum taxes)
related to the Option. [If approved by the Committee for the Option: The
Optionee may elect to satisfy the withholding requirement, in whole or in part,
by having the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount required to be withheld in accordance with Section 11.2 of
the Plan.] [For ISO only: Optionee also agrees to notify the Company if Optionee
sells the shares purchased upon exercise of the Option within two years of the
Date of Grant of the Option or within one year of the date of exercise of the
Option (the required holding periods for favorable tax treatment of incentive
stock options).] The Company advises Optionee to contact his tax advisor to
discuss any tax issues.
[If approved by the Committee for the Option: The Optionee may elect to pay the
Option Price, in whole or in part, by delivering to the Company shares of Common
Stock in accordance with Section 6.6 of the Plan. The Optionee may elect to pay
the Option Price, in whole or in part, by net exercise in accordance with
Section 6.6 of the Plan.]
Where used herein all defined terms shall have the respective meanings
attributed thereto in the Plan.
Dated at Reston, Virginia on _____________, _____.
ACCESS NATIONAL CORPORATION:
By:
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▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
President/CEO
The Undersigned hereby acknowledges receipt of a copy of the Plan and accepts
and agrees to the grant of the Option on the terms and conditions set forth
herein and in the Plan.
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(Optionee)
