NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE DANVERS BANCORP, INC.
Exhibit 10.19
FOR
NON-EMPLOYEE DIRECTORS
UNDER
THE DANVERS BANCORP, INC.
2008
STOCK OPTION AND INCENTIVE PLAN
Name of
Optionee: _________________________
No. of
Option
Shares: _________________________
Option
Exercise Price per Share: $________________________
Grant
Date: _________________________
Expiration
Date: _________________________
Pursuant
to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended
through the date hereof (the “Plan”), Danvers Bancorp, Inc. (the “Company”)
hereby grants to the Optionee named above, who is a Director of the Company but
is not an employee of the Company, an option (the “Stock Option”) to purchase on
or prior to the Expiration Date specified above all or part of the number of
shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company
specified above at the Option Exercise Price per Share specified above subject
to the terms and conditions set forth herein and in the Plan. This
Stock Option is not intended to be an “incentive stock option” under Section 422
of the Internal Revenue Code of 1986, as amended.
1. Exercisability
Schedule. No portion of this Stock Option may be exercised
until such portion shall have become exercisable. Except as set forth
below, this Stock Option shall be exercisable with respect to the following
number of Option Shares on the dates indicated:
|
Incremental
Number of
Option Shares Exercisable
|
Exercisability Date
|
|
_______ (20%)1
|
|
|
_______(20%)
|
|
|
_______
(20%)
|
|
|
_______
(20%)
|
|
|
_______(20%)
|
1 The rate
of vesting must not be in excess of 20% of the total Award per year, with the
first vesting occurring no earlier than the first anniversary of the Grant
Date.
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in the
event of the termination of the Optionee’s service as a director of the Company
because of death or disability (as determined by the Administrator), this Stock
Option shall become immediately exercisable in full, whether or not exercisable
at such time. Once exercisable, this Stock Option shall continue to
be exercisable at any time or times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan.
2. Manner of
Exercise.
(a) The
Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his
or her election to purchase some or all of the Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option
Shares to be purchased.
Payment
of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Administrator; (ii) through the delivery
(or attestation to the ownership) of shares of Stock that have been purchased by
the Optionee on the open market or that are beneficially owned by the Optionee
and are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required under the Plan and by
the Administrator; (iii) by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure; or (iv) by issuance of shares of Stock
net of the purchase price. Payment instruments will be received
subject to collection.
The
transfer to the Optionee on the records of the Company or of the transfer agent
of the Option Shares will be contingent upon (i) the Company’s receipt from the
Optionee of the full purchase price for the Option Shares, as set forth above,
(ii) the fulfillment of any other requirements contained herein or in the Plan
or in any other agreement or provision of laws, and (iii) the receipt by the
Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to
the exercise of Stock Options under the Plan and any subsequent resale of the
shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the
number of shares of Stock transferred to the Optionee upon the exercise of the
Stock Option shall be net of the shares attested to.
(b) The
shares of Stock purchased upon exercise of this Stock Option shall be
transferred to the Optionee on the records of the Company or of the transfer
agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The
determination of the Administrator as to such compliance shall be final and
binding on the
LIBB/1623189.2
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Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Stock subject to this Stock Option
unless and until this Stock Option shall have been exercised pursuant to the
terms hereof, the Company or the transfer agent shall have transferred the
shares to the Optionee, and the Optionee’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.
(c) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall
be exercisable after the Expiration Date hereof.
3. Termination as
Director. If the Optionee ceases to be a Director of the Company, the
period within which to exercise the Stock Option may be subject to earlier
termination as set forth below.
(a) Termination by Reason of
Death or Disability. If the Optionee ceases to be a Director
by reason of the Optionee’s death or disability (as determined by the
Administrator), any portion of this Stock Option outstanding on such date may be
exercised by his or her legal representative or legatee for a period of 12
months from the date of death or until the Expiration Date, if
earlier.
(b) Termination for
Cause. If the Optionee ceases to be a Director for Cause, any
portion of this Stock Option outstanding on such date shall terminate
immediately and be of no further force and effect. For purposes
hereof, “Cause” shall mean, a determination by the Administrator that the
Optionee shall be required to resign or be dismissed as a result of (i) any
material breach by the Optionee of any agreement between the Optionee and the
Company; (ii) the conviction of, indictment for or plea of nolo contendere by
the Optionee to a felony or a crime involving moral turpitude; or (iii) any
material misconduct or willful and deliberate non-performance (other than by
reason of disability) by the Optionee of the Optionee’s duties to the
Company.
(c) Other
Termination. If the Optionee ceases to be a Director for any
reason other than the Optionee’s death, disability or Cause, any portion of this
Stock Option outstanding on such date, to the extent exercisable, may be
exercised for a period of six months from the date of termination or until the
Expiration Date, if earlier.
4. Incorporation of
Plan. Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of
the Plan, including the powers of the Administrator set forth in Section 2(b) of
the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified
herein.
5. Transferability. This
Agreement is personal to the Optionee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during
the Optionee’s lifetime, only by the Optionee, and thereafter, only by the
Optionee’s legal representative or legatee.
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6. No Obligation to Continue as
a Director. Neither the Plan nor this Stock Option confers
upon the Optionee any rights with respect to continuance as a
Director.
7. Notices. Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
By: ______________________________
Title:
______________________________________
The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
Optionee’s
Signature: ______________________________________
Optionee’s
name and address: ___________________________________
LIBB/1623189.2
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