Exhibit 10.2
PTC BANCORP
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT, is made and entered into as of the ___ day of
_____, ___ by and between PTC BANCORP, an Indiana corporation (the "Company"),
and XXXXXXXXXXX (the "Optionee"), pursuant to the terms, conditions and
limitations contained in the PTC Bancorp Nonstatutory Stock Option Plan (the
"Plan"), a copy of which is attached hereto and made a part hereof as Exhibit A;
WITNESSETH:
WHEREAS, the Board of Directors of the Company has determined that
it is in the best interests of the Company for the Company to grant to the
Optionee an option to purchase Common Shares of the Company pursuant to the
terms, conditions and limitations of the Plan and this Agreement; and
WHEREAS, the Optionee desires to have the option to purchase
Common Shares of the Company pursuant to the terms, conditions and limitations
of the Plan and this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Optionee
hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee
the right and option to purchase, pursuant to the terms, conditions and
limitations contained herein and in the Plan, all or any part of an aggregate of
YYYYYYY (yyyyy) Common Shares of the Company (the "Option"). The Option shall
expire to the extent then unexercised on July 6, 1998; subject, however, to
earlier expiration as provided in the Plan. Upon expiration of the Option this
Agreement shall terminate.
2. OPTION PRICE. The Option exercise price is, subject to
Article VI of the Plan, $23.48 per Common Share, which shall be paid upon
exercise of the Option.
3. METHOD OF EXERCISE. The Option shall be exercised by
written notice directed to the Company in substantially the form attached hereto
as Exhibit "B", accompanied by a check or other consideration acceptable to the
Board in full payment of the Option Price for the specified number of shares
purchased. The Company shall make prompt delivery of the certificate or
certificates for such shares, provided that if any law or regulation requires
the Company to take any action with respect to the shares specified in such
notice before the issuance thereof, then the date of delivery of such shares
shall be extended for the period necessary to take such action. Neither
Optionee nor any person claiming under or through Optionee shall have any rights
as a shareholder of the Company with respect to any of the Option Shares until
full payment of the Option Price and delivery to Optionee of certificates for
such shares as provided herein.
4. OPTION SUBJECT TO THE PLAN. This Agreement incorporates the
provisions of the Plan by reference, and all rights and privileges contained in
this Agreement, are subject to all of the terms, conditions and limitations
imposed or required to be imposed thereon under the Plan. In the event of any
conflict between the provisions of this Agreement and the provisions of the
Plan, the provisions of the Plan shall supersede the provisions of this
Agreement and shall in all respect be deemed to be controlling.
5. NONTRANSFERABILITY OF OPTION. The Option shall not be
transferable or assignable, in whole or in part, by the Optionee. The Option
shall be exercisable during the Optionee's lifetime only by the Optionee, and in
the event of the death of the Optionee the Option shall be exercisable only in
accordance with Section 4.3(f) of the Plan. The Option shall not be pledged or
hypothecated in any way and shall not be subject to execution, attachment or
similar process, or to any claim or interest of a spouse upon divorce from the
Optionee. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of the Option or any execution, attachment or similar process upon
the Option, shall be null, void and without effect and shall cause the immediate
expiration of the Option.
6. EFFECT OF AMENDMENT, SUSPENSION OR TERMINATION OF EXISTING
OPTIONS. Except as provided in the Plan, no amendment, suspension or
termination of the Plan shall, without the Optionee's consent, materially impair
any of the rights or obligations of the Company or the Optionee with respect to
the Option.
7. RESTRICTIONS ON ISSUING COMMON SHARES. The Common Shares
subject to issuance upon exercise of the Option shall not be issued pursuant to
the exercise of the Option unless the transferability of the Common Shares so
issued and/or the actual issuance of the Common Shares comply with all relevant
provisions of law, including, but not limited to, the (i) restrictions, if any,
imposed by the Indiana Securities Law, as amended, (ii) restrictions, if any,
imposed by the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated by the United
States Securities and Exchange Commission thereunder, and (iii) requirements of
any stock exchange upon which the Common Shares may then be listed. The Board
of Directors of the Company shall, in its sole and absolute discretion,
determine if such restrictions or such issuance of shares so complies with all
relevant provisions of law. Each certificate for shares issued pursuant to this
Option shall carry a legend reflecting applicable transfer restrictions and the
Company's repurchase rights.
8. INVESTMENT INTENT. The Optionee represents to the Company
that the Option and the Common Shares to be acquired pursuant to the exercise
thereof is being or will be acquired by the Optionee for investment only and not
for resale or distribution thereof to any other person. The Optionee
acknowledges that neither the Option nor the Common Shares to be acquired
pursuant to the exercise of the Option have been registered under the Securities
Act of 1933, as amended, or any state securities law, and that neither the
Option nor the Common Shares may be sold, transferred, pledged, or hypothecated
unless first registered under such laws, or unless counsel for the Company has
given an opinion that registration under such laws is not required. The
Optionee agrees to the placement of a legend to that effect upon any certificate
evidencing the Common Shares acquired through the exercise of the Option.
9. NO RIGHTS VESTED AS A SHAREHOLDER. The Optionee shall not
have any of the rights of a shareholder of the Company by reason of the grant of
the Option until such Option is exercised in accordance with the Plan and
certificates representing the Common Shares are actually issued to the Optionee
pursuant to such exercise of the Option.
10. NO EMPLOYMENT RIGHTS. Neither the establishment of the
Plan nor the grant of any Option shall give the Optionee any right to continued
employment or a board position with the Company or an Affiliate as defined in
the Plan.
11. ACKNOWLEDGMENT. The Optionee hereby (a) acknowledges
receipt of a copy of the Plan, (b) represents that he or she is familiar with
the terms, conditions and limitations of the Plan, and (c) accepts the Option
subject to all the terms, conditions and
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limitations of the Plan. The Optionee agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company upon any determinations or questions arising under the Plan or this
Agreement.
12. PRIOR AGREEMENTS SUPERSEDED. This Agreement expresses the
entire understanding of the parties with respect to the Option and the
Optionee's right to purchase stock of the Company, and supersedes all prior oral
and written communications between the parties with respect thereto, which prior
oral and written communications shall have no further force or effect.
13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana.
IN WITNESS WHEREOF, the Company, by its authorized representative,
and the Optionee have entered into this Agreement as of the date first written
above.
PTC BANCORP
_________________ By: __________________
Witness Printed: _____________
Title: _______________
OPTIONEE
_________________ ______________________
Witness
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