EX-10.18 7 dex1018.htm INCENTIVE STOCK OPTION AGREEMENT INCENTIVE STOCK OPTION AGREEMENT under the CRESCENT BANKING COMPANY Optionee: «name» Number Shares Subject to Option: «shares» Exercise Price per Share: «price» Date of Grant: «grant»
EXHIBIT 10.18
INCENTIVE STOCK OPTION AGREEMENT
under the
CRESCENT BANKING COMPANY
2001 LONG-TERM INCENTIVE PLAN
Optionee: «name» | ||
Number Shares Subject to Option: «shares» | ||
Exercise Price per Share: «price» | ||
Date of Grant: «grant» |
1. Grant of Option. Crescent Banking Company (the “Company”) hereby grants to the Optionee named above (the “Optionee”), under the Crescent Banking Company 2001 Long-Term Incentive Plan (the “Plan”), an Incentive Stock Option to purchase, on the terms and conditions set forth in this agreement (this “Option Agreement”), the number of shares indicated above of the Company’s $1.00 par value common stock (the “Stock”), at the exercise price per share set forth above (the “Option”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in the Plan.
Years of Service After Date of Grant | Percent of Option Shares Vested |
(a) The Option shall lapse as of 5:00 p.m., Eastern Time, on the tenth anniversary of the date of grant (the “Expiration Date”).
(b) The Option shall lapse three months after the Optionee’s termination of employment for any reason other than the Optionee’s death or Disability; provided, however, that if the Optionee’s employment is terminated by the Company for cause (as defined below, the Option shall lapse immediately.
(c) If the Optionee’s employment terminates by reason of Disability, the Option shall lapse one year after the date of the Optionee’s termination of employment.
(d) If the Optionee dies while employed, or during the three-month period described in subsection (b) above or during the one-year period described in subsection (c) above and before the Option otherwise lapses, the Option shall lapse one year after the date of the Optionee’s death. Upon the Optionee’s death, the Option may be exercised by the Optionee’s beneficiary.
If the Optionee or his beneficiary exercises an Option after termination of employment, the Option may be exercised only with respect to the shares that were otherwise vested on the Optionee’s termination of employment (including vesting by acceleration in accordance with Article 13 of the Plan).
The term “cause” as used herein shall mean gross neglect of duty, prolonged absence from duty without the consent of the Company, intentionally engaging in any activity which is in conflict with or adverse to the business or other interests of the Company, willful misconduct on the part of Optionee, misfeasance or malfeasance of duty causing a violation of any law which is reasonably determined to be detrimental to the Company, breach of a fiduciary duty owed to the Company or any material breach of an employment contract which has not been corrected by Optionee within (30) days after his receipt of notice of such breach from the Company.
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case, the date of exercise may be deemed to be the date on which notice of exercise is received by the Company, and the exercise price shall be delivered to the Company on the settlement date.
Subject to the terms of this Option Agreement, the Option may be exercised at any time and without regard to any other option held by the Optionee to purchase stock of the Company. No fractional shares of Stock shall be issued upon exercise of the Option.
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Crescent Banking Company |
000 Xxxxxxx 000 |
Xxxxxx, Xxxxxxx 00000 |
Attn: Corporate Secretary |
or any other address designated by the Company in a written notice to the Optionee. Notices to the Optionee will be directed to the address of the Optionee then currently on file with the Company, or at any other address given by the Optionee in a written notice to the Company.
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CRESCENT BANKING COMPANY | ||
By: |
| |
Name: | «signatory» | |
Title: | «title» | |
OPTIONEE: | ||
| ||
«name» |
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EXHIBIT A
NOTICE OF EXERCISE OF OPTION TO PURCHASE
COMMON STOCK OF
CRESCENT BANKING COMPANY
Name: | ____________________________________ | |
Address: | ____________________________________ | |
_____________________________________________ | ||
_____________________________________________ | ||
Date: | _____________________________________ |
Crescent Banking Company
000 Xxxxxxx 000
Xxxxxx, Xxxxxxx 00000
Attn: Corporate Secretary
Re: | Exercise of Incentive Stock Option | |
under the Crescent Banking Company 2001 Long-Term Incentive Plan |
I elect to purchase shares of Common Stock of Crescent Banking Company (“Crescent”) pursuant to my Stock Option Agreement dated . The exercise price of the Option is $ per share.
The purchase will take place on the Exercise Date, which will be (i) as soon as practicable following the date of this notice and all other necessary forms and payments are received by Crescent, unless I specify a later date (not to exceed 30 days following the date of this notice), or (ii) in the case of a broker-assisted cashless exercise (as indicated below), the date of this notice.
I acknowledge that I am not entitled to receive any shares of Crescent Stock until I have paid the exercise price in full by one of the methods permitted below.
¨ | Cash Only: by delivering a check to Crescent for $ , which is the full amount of the exercise price. |
¨ | Cash and Shares: by delivering a check to Crescent for $ for part of the exercise price. I will pay the balance of the exercise price by delivering to Crescent shares of Crescent Stock that I have owned for at least six months. (Such delivery may be made by attestation or by actual delivery of one or more stock certificates duly endorsed for transfer.) If the number of shares of such Crescent Stock so delivered exceeds the number needed to pay the exercise price, Crescent will issue me a new stock certificate for the excess. |
¨ | Shares Only: by delivering to Crescent shares of Crescent Stock that I have owned for at least six months, which shares have a Fair Market Value as of the Exercise Date equal to the full exercise price of the Option. (Such delivery may be made by attestation or by actual delivery of one or more stock certificates duly endorsed for transfer.) If the number of shares of such Crescent Stock so delivered exceeds the number needed to pay the exercise price, Crescent will issue me a new stock certificate for the excess. |
¨ | Cash From Broker: by delivering the exercise price from , a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System (the “Broker”). I authorize Crescent to issue a stock certificate in the number of shares indicated above in accordance with instructions received by Crescent from the Broker and to deliver such stock certificate directly to the Broker (or to any other party specified in the instructions from the Broker) upon receiving the exercise price from the Broker. |
Please deliver the stock certificate to me (unless I have chosen to pay the exercise price through a Broker).
Very truly yours, |
|
AGREED TO AND ACCEPTED: | ||
CRESCENT BANKING COMPANY | ||
By: |
| |
Title: |
|
Number of Option Shares | ||
Exercised: |
| |
Number of Option Shares | ||
Remaining: |
|
Date: |
|
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