STOCK OPTION AGREEMENT
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FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE
SUN BANCORP, INC.
AMENDED AND RESTATED
1997 STOCK OPTION PLAN
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NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of __________ shares of Common Stock of Sun
Bancorp, Inc. (the "Company") is hereby granted to __________ (the "Optionee")
at the price determined as provided in, and in all respects subject to the
terms, definitions and provisions of the Amended and Restated 1997 Stock Option
Plan (the "Plan") adopted by the Company which is incorporated by reference
herein, receipt of which is hereby acknowledged. Such Stock Options do not
comply with Options granted under Section 422 of the Internal Revenue Code of
1986, as amended.
1. Option Price. The Option price is $__________ for each Share, being
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance
with provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Awarded Which Are
Date Options Non-forfeitable
---- ------- ---------------
Upon grant...................... ___________ 100%
Notwithstanding anything herein to the contrary, in no event shall any
Options granted herein be exercisable for a period of six months from the date
of grant, except in the event of the death or Disability of the Optionee or a
Change in Control of the Company.
The Options shall be exercisable for a period of ten years following
the date of grant without regard to continued services of the Optionee.
(b) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(i) State the election to exercise the Option, the
number of Shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates for such
Shares of Common Stock is to be registered, his address and Social
Security Number (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(ii) Contain such representations and agreements as
to the holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person or
persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Transferability of Option. At the sole discretion of the Option Plan
Committee, this Option may be transferred to the Optionee's spouse, lineal
ascendants, lineal descendants, or to a duly established trust, provided that
such transferee shall be permitted to exercise this Option subject to the same
terms and conditions applicable to Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
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5. Reload Options. The Optionee will receive the right to a further
Option (a "Reload Option") in the event the Optionee exercises all or a part of
an Option (an "Original Option"), by surrendering already owned Shares of Common
Stock in full or partial payment of the Option Price under such Original Option.
Each such Reload Option shall be granted on the date of exercise of the Original
Option, shall cover a number of Shares of Common Stock not exceeding the whole
number of Shares of Common Stock surrendered in payment of the Option Price
under such Original Option, and any Shares of Common Stock used to satisfy any
taxes incident to the exercise of the Original Option, shall have an Option
Price equal to the fair market value of the Common Stock on the date of grant of
such Reload Option, shall expire on the stated expiration date of the Original
Option and shall be subject to such other terms and conditions as the Committee
may determine.
6. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Sun Bancorp, Inc.
Date of Grant: By:
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Attest:
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[SEAL]
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NON-INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
SUN BANCORP, INC.
AMENDED AND RESTATED
1997 STOCK OPTION PLAN
______________________
(Date)
Sun Bancorp, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase __________ shares of Common Stock of Sun Bancorp, Inc. under and
pursuant to a Stock Option Agreement dated _____________.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$__________ of cash or check
__________ of Common Stock
$ Total
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The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name
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Address
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Social Security Number
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Very truly yours,
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