EXHIBIT 10.2
PIONEER BANCORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-qualified Stock Option Agreement (the "Agreement") is to be
effective as of the ____ day of _______________, by ____________________, (the
"Optionee"), and PIONEER BANCORPORATION, a Nevada corporation (the
"Corporation").
WHEREAS, the Board of Directors of Pioneer Citizens Bank of Nevada (the
"Bank") adopted a Non-Qualified Stock Option Plan (the "Plan") on January 6,
1991, which was approved by the Bank's shareholders on March 20, 1991, and which
was assumed by the Corporation on October 31, 1993, and amended by the Board of
Directors of the Corporation on February 18, 1998, with such amendment submitted
to and approved by the Corporation's shareholders on March 18, 1998; and
WHEREAS, Optionee is a key employee or director of the Corporation or one
or more of its subsidiaries; and
WHEREAS, Optionee was granted an option for ____ shares of the
Corporation's common stock ($0.01 par value) as of the date above written;
THEREFORE, in consideration of the promises contained herein and the
benefits to be derived herefrom, the parties agree as follows:
1. Grant of Options/Terms and Conditions. The Corporation grants to the
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Optionee Non-Qualified Stock Options (such options are sometimes hereinafter
referred to as "NSOs"), to purchase all or any part of a total of ____ shares of
the Corporation's common stock subject to the terms and conditions hereinafter
described:
(a) NSOs for the shares subject to this Agreement may be exercised
by the Optionee on or after the date the right to exercise NSOs for such shares
have vested in accordance with the following schedule, unless sooner terminated
pursuant to the terms of this Agreement, and subject to the right of
accumulation provided for herein. The right to exercise these NSOs shall vest
from time to time in accordance with the following schedule on the anniversary
date of this Agreement for the year indicated:
Date on Which NSOs will Vest Number of Shares for which NSOs Will Vest
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Notwithstanding the above vesting schedule, in the event of a proposed merger,
consolidation, sale of assets, exchange of stock or other reorganization
resulting in a 50% or greater change of ownership of the Corporation or its
subsidiaries, the vesting of the NSOs shall accelerate so they
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become exercisable at least fifteen days prior to such proposed transaction. The
NSOs shall not be exercisable after the tenth anniversary of this Agreement (the
"Expiration Date").
(b) Except as provided in paragraph (2) below, the NSOs may be
exercised only by Optionee during Optionee's lifetime and may not be
transferred, assigned, pledged or hypothecated in any way, and such NSOs shall
not be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of these NSOs, or of
any right or privilege conferred hereby, contrary to the provisions of this
Agreement, or upon the levy of any attachment or similar process of these NSOs,
right or privilege, these NSOs shall immediately become null and void.
(c) To the extent not exercised, these NSOs shall accumulate and be
exercisable, in whole or in part, in any subsequent period but not later than
the Expiration Date.
(d) Optionee shall give written notice to the Corporation of
Optionee's intent to exercise any NSOs subject to this Agreement. The written
notice of intent to exercise shall be sent to the Corporate Secretary at the
Corporation's principal offices located at 00 Xxxxx Xxxxxx. Xxxx, Xxxxxx 00000.
(e) The exercise of any NSO is contingent upon the receipt by the
Corporation of cash, certified bank check to its order or a combination of the
foregoing, in an amount equal to the full exercise price of the shares being
purchased or through the transfer to the Corporation of stock of the Corporation
having a fair market value equal to the purchase price and which has been held
by Optionee for more than six months.
(f) The exercise price for each share of common stock of the
Corporation subject to these NSOs is $_____, which has been determined in good
faith to be 100 percent of the fair market value of a share of the common stock
of the Corporation as of tile date of this Agreement.
(g) In the event of any change in the common stock of the
Corporation by reason of any stock dividend, recapitalization, reorganization,
merger, consolidation, split up, combination or exchange of shares, rights
offering to purchase common stock at a price substantially below fair market
value, or of any similar change affecting the common stock, then the number and
kind of shares subject to these NSOs and the purchase price per share of those
subject shares shall be appropriately adjusted consistent with such change in
such manner as the Committee established under the Plan may deem equitable to
prevent substantial dilution or enlargement of the rights granted to Optionee
hereunder. Any adjustment so made shall be final and binding upon Optionee.
(h) Optionee shall have no rights as a shareholder with respect to
any shares of stock subject to these NSOs prior to the date of issuance to
Optionee of a certificate or certificates for such shares.
(i) This option shall not confer upon Optionee any right with
respect to continuance of employment or as a director of the Corporation or of
its subsidiaries, nor, if
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Optionee is a key employee, shall it interfere in any way with the right of the
Corporation to terminate Optionee's employment at any time.
2. Expiration of Options
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(a) Optionee may not exercise any part of the NSOs granted under
the Plan unless Optionee has been an employee or served as a director of the
Corporation or of a subsidiary corporation at all times from the date of the
grant of such NSOs until the date three months prior to the date of exercise,
except as provided below. Such employment as an employee or service as a
director must have been continuous for at least one year before any NSO can be
exercised.
(b) If Optionee shall die while an employee or director of the
Corporation or a subsidiary corporation, Optionee's NSOs may be exercised, to
the extent that Optionee shall have been entitled to do so on the date of death,
by the person or persons to whom the Optionee's right under the NSO passes by
will or applicable law, or if no such person has such right, by Optionee's
executors or administrators, at any time, or from time to time, but not later
than the Expiration Date or two years after Optionee's death, whichever date is
earlier.
(c) If Optionee's employment or directorship shall terminate or
cease because of Optionee's disability, Optionee may exercise these NSOs, to the
extent that Optionee shall have been entitled to do so at the date of Optionee's
termination of employment or cessation of directorship, at any time or from time
to time, but not later than the Expiration Date or one year after termination of
employment or cessation of service as a director, whichever date is earlier.
(d) If Optionee's employment or directorship shall terminate or
cease by reasons other than death or disability, all right to exercise
Optionee's NSOs shall terminate at the Expiration Date or upon termination of
employment or cessation of directorship, whichever date is earlier.
3. Investment Representation. The Optionee represents and warrants that
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Optionee has acquired these NSOs for investment and not with a view to
distribution and that Optionee will acquire all shares provided for hereunder
for investment and not with a view to distribution. Upon each exercise of these
NSOs, Optionee will deliver to the Corporation a written representation to such
effect in a form prepared by counsel to the Corporation. Certificates for the
shares acquired by Optionee under these NSOs shall bear a legend substantially
in the following form:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
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THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
4. Restrictions Under Securities Laws. These NSOs shall be subject to
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the requirement that if at any time the Corporation determines that the listing,
registration or qualification of the shares covered thereby upon any securities
exchange or under state or federal law or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of these NSOs or the issue or purchase of shares
thereunder, these NSOs may not be exercised in whole or in part unless and until
such listing, registration, qualification, consent or approval shall have been
effective or obtained free of any conditions not acceptable to the Corporation.
5. Notices. Any notice to the Corporation required to be made under the
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terms of the Agreement or under the terms of the Plan shall be addressed to the
Corporate Secretary at the Corporation, 00 Xxxxx Xxxxxx, Xxxx, Xxxxxx 00000, and
any notice required to made to the Optionee under the terms of the Agreement or
under the terms of the Plan shall be addressed to Optionee at such address as
the Optionee furnishes to the Secretary of the Corporation from time to time.
6. Plan Governs. To the extent that this Agreement is inconsistent with
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tile Plan, tile Plan shall govern. To the extent possible, this Agreement shall
be construed consistently with the Plan.
7. Governing Law. This Agreement shall be construed ill accordance with
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the laws of the State of Nevada.
IN WITNESS WHEREOF, this Non-Qualified Stock Option Agreement is executed
as of the date first written above.
OPTIONEE:
_____________________________
PIONEER BANCORPORATION
By:
Title: President/CEO
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