Exhibit 4.2
FCB FINANCIAL CORP. 1998 INCENTIVE STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR EMPLOYEES
THIS AGREEMENT, dated as of this ____ day of __________, ____,
by and between FCB Financial Corp., a Wisconsin corporation (the
"Corporation"), and ________________ (the "Participant").
W I T N E S S E T H :
WHEREAS, the Corporation has adopted the FCB Financial Corp.
1998 Incentive Stock Plan (the "Plan"), the terms of which, to the extent
not stated herein, are specifically incorporated by reference into this
Agreement; and
WHEREAS, the Plan is administered by the Compensation Committee
of the Corporation's Board of Directors (the "Committee"); and
WHEREAS, one of the purposes of the Plan is to permit the
granting of options to purchase shares of the Corporation's Common Stock,
$.01 par value (the "Shares"), to officers and employees of the
Corporation and/or its Affiliates (as such term is defined in the Plan)
who, in the opinion of the Committee, have the capacity for contributing
to the successful performance of the Corporation and its Affiliates; and
WHEREAS, the Participant has been determined by the Committee to
have the capacity for contributing to the successful performance of the
Corporation and its Affiliates and the Corporation desires to secure or
increase his or her stock ownership in the Corporation as an added
incentive for such Participant to continue his or her association with the
Corporation; and
WHEREAS, the Committee granted to the Participant on
______________________ (the "Grant Date") an option (the "Option") to
purchase Shares under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of
the Plan and this Agreement, the Committee granted to the Participant on
the Grant Date the Option to purchase from the Corporation all or any part
of the aggregate amount of ________ Shares (the "Optioned Shares"). The
Option is intended to constitute a non-qualified stock option and shall
not be treated as an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended.
2. Option Price. The price to be paid for the Optioned Shares
shall be $_____ per share (the "Exercise Price"), which was the Fair
Market Value (as determined by the Committee) of a Share on the Grant
Date.
3. Exercisability and Termination of Option. The Option shall
become exercisable as to 20% of the Optioned Shares after one year has
elapsed after the Grant Date and an additional 20% shall become
exercisable after the end of each subsequent year such that the Option is
fully exercisable after five years have elapsed after the Grant Date. The
Option shall terminate on the earlier of: (i) __________________;
(ii) one year after the death of the Participant; or (iii) three months
(unless otherwise determined by the Committee at any time) after the
Participant ceases to be an employee of the Corporation and any Affiliate
for any reason (including total or partial disability and normal or early
retirement, but excluding death and termination of employment by the
Corporation or any Affiliate for "Cause," as defined below). If the
employment of the Participant is terminated for Cause, all rights of the
Participant under this Agreement shall expire immediately upon the giving
to the Participant of notice of such termination. To the extent the
Option may be exercised following cessation of the Participant's
employment, it will be exercisable only to the extent the Participant was
entitled to exercise the Option at the time of such cessation.
For purposes of this Agreement, the term "Cause" shall mean
personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
or the willful violation of any law, rule, regulation (other than traffic
violations or similar offenses) or final cease and desist order which
results in a loss to the Corporation or any Affiliate.
4. Manner of Exercise and Payment. To exercise the Option in
whole or in part, the Participant shall give written notice to the
Secretary of the Corporation at the Corporation's principal office in
Oshkosh, Wisconsin specifying the number of Optioned Shares with respect
to which the Participant elects to exercise the Option together with full
payment of the Exercise Price. The date of exercise shall be the date on
which such notice is received by the Corporation. Payment shall be made
either (i) in cash (including check, bank draft or money order) or (ii) by
delivering (A) Shares already owned by the Participant and having a Fair
Market Value as of the date of exercise equal to the applicable Exercise
Price, such Fair Market Value to be determined in the manner as
established by the Committee, or (B) a combination of cash and such
Shares. The Committee may elect, following the death of the Participant,
as an alternative means of settlement of the Option, to pay in cash to the
person to whom the Option is transferred by will or by the laws of descent
and distribution the amount by which the Fair Market Value per Share on
the date of exercise of the Option exceeds the Exercise Price, multiplied
by the number of Shares with respect to which the Option is properly
exercised. Any such settlement of the Option shall be considered an
exercise of the Option for all purposes of the Plan.
5. Assignments and Transfers. The Option may not be assigned,
encumbered or transferred except, in the event of the death of the
Participant, by will or the laws of descent and distribution.
6. Withholding Tax. The Corporation may deduct and withhold
from any cash otherwise payable to the Participant such amount as may be
required for the purpose of satisfying any obligation the Corporation may
have to withhold Federal, state or local taxes; provided, however, that
the amount withheld shall not exceed the Participant's estimated total
Federal, state and local taxes related to the exercise of the Option. The
Participant may satisfy the Corporation's withholding tax requirements by
electing in writing on a form prescribed by the Committee to have
the Corporation withhold Shares otherwise issuable to the Participant or
to deliver to the Corporation Shares having a Fair Market Value on the
date income is recognized pursuant to the exercise of the Option equal to
the amount to be withheld.
7. Adjustments Affecting the Shares. In the event of an
adjustment in the Corporation's capitalization, the number of Optioned
Shares and the Exercise Price may be subject to adjustment in the manner
contemplated by the Plan.
8. Effect of Change of Control on the Option. Subject to the
terms of the Plan, in the event of a Change of Control (as defined in the
Plan), the Option (to the extent not previously exercised or then
exercisable) shall become immediately exercisable in full. The Committee
may, in its sole and absolute discretion, amend, modify or rescind the
foregoing provision of this Section 8 if it determines that the operation
of this Section 8 may prevent a transaction in which the Corporation or
any Affiliate is a party from being accounted for on a pooling-of-
interests basis.
9. Transfer Restrictions. Shares acquired upon the exercise
of the Option may not be sold or otherwise disposed of except pursuant to
an effective registration statement under the Securities Act of 1933, as
amended, or in a transaction which, in the opinion of counsel for the
Corporation, is exempt from registration under said Act.
10. Status of Participant. The Option shall not confer upon
the Participant the right to continue as an employee of the Corporation or
any Affiliate.
11. Plan is Controlling. The Option shall be subject in all
respects to the terms and conditions of the Plan, which shall be
controlling.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed by its duly authorized officers and the Participant has
hereunto affixed his or her hand and seal as of the day and year first
above written.
FCB FINANCIAL CORP.
By:
Attest:
[SEAL]
, Participant