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Exhibit 4.5
CENTURY BANCSHARES, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement"), made this ___
day of ____________, 19 , Washington, D.C. between CENTURY BANCSHARES, INC.,
a Delaware corporation (hereinafter called the "Company"), and
____________________ __ (hereinafter called "Employee").
R E C I T A L S:
WHEREAS, the Company has adopted the Company Incentive Stock Option
Plan For Key Employees (the "Plan"), which Plan is incorporated by reference
and made a part of this Agreement; and
WHEREAS, the Stock Option Committee (the "Committee") has determined
that it would be in the best interests of the Company and its stockholders to
grant the option provided for herein (the "Option") to Employee pursuant to the
Plan and the terms set forth herein as an inducement to remain in the service
of the Company and as an incentive for increased efforts during such service;
and
WHEREAS, the Employee is employed by the Company or one of its bank
subsidiaries as an officer or key employee;
NOW THEREFORE, in consideration of the premises and of services to be
performed by the Employee, and the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1. Grant of the Option. The Company hereby grants to Employee
the right and option to purchase, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of _____ shares of the presently
authorized but unissued Common Stock of the Company, $1.00 par value
(hereinafter called the "Stock"). The purchase price of the Stock subject to
this Option shall be $_____ per share, which price is not less than 100% of the
per share fair market value of such Stock as of the date hereof.
In the event the outstanding shares of Stock are hereinafter increased
or decreased or changed for a definite number of kind of shares or other
securities of the Company of another corporation (whether in a merger,
consolidation or other reorganization, recapitalization, reclassification,
combination of shares, stock split, stock dividend, or other distribution
payable in capital stock), then, subject to Paragraph 5 below and the
applicable terms of the Plan, appropriate adjustment shall be made in the
number and kind of shares as to which this Option may be exercisable, so that
the proportionate interest of the holder of the Option shall, to the extent
practicable, be maintained as
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before the occurrence of such event. Such adjustments shall be made without
change in the total price applicable to the unexercised portion of the Option
but with a corresponding adjustment in the Option price per share.
2. Exercise of Incentive Option.
(a) Provided the conditions of subparagraphs (b), (c),
(d), and (e) of this Paragraph 2 have been satisfied, Employee may
exercise this Option as follows: This Option may be exercised to a
maximum cumulative extent of 25% of the total shares of Stock covered
by the Option after six (6) months from the date hereof, 50% of the
total shares of Stock after eighteen (18) months from the date hereof,
75% of the total shares of Stock after thirty (30) months from the
date hereof, and 100% of the total shares of Stock after forty-two
(42) months from the date hereof.
(b) This Option cannot be exercised at any time more than
seven years from the date of this Agreement first above written.
Furthermore, subject to the limitations of subparagraph (a) above,
Employee may not exercise this Option more often than twice during any
calendar year. The Option is not transferable or assignable by the
Employee other than by will or the laws of descent and distribution.
The Option shall be exercisable by the Employee only during his
lifetime. However, in the event of the disability of Employee while
employed by the Company, or in the event of the death of Employee
during the period he is employed by the Company or a bank subsidiary,
during the three (3) month period described in subparagraph (d) below,
or during the one (1) year disability period described in (i) below,
this Option may be exercised as follows: (i) In the case of
disability, the Option must be exercised at any time or intervals
within a period of one (1) year after Employee's termination of
employment as a result of such disability. Employee shall be deemed
to be disabled if, in the opinion of a physician selected by the
Company, Employee is incapable of performing service for the Company
or a bank subsidiary by reason of any medically determinable physical
or mental impairment which can be expected to result in death or to be
of long, contained and indefinite duration. (ii) In the case of
Employee's death during the period he is employed by the Company or a
bank subsidiary, or during the three (3) month period described in
subparagraph (d) below or during the one (1) year period applicable to
disability described in part (i) of this subparagraph (b), the Option
must be exercised within one year of death. Such exercise may be by
Employee, by the executor or administrator of his estate, or by the
person or persons to whom his rights under this Option shall pass by
will or the laws of descent and distribution, but in no event may the
Option be exercised after its expiration.
(c) The Option shall be exercised in whole or in part
with respect to whole shares only within the period permitted for
exercise thereof, and shall be exercised by written notice
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to the Secretary or the Assistant Secretary of the Company of intent
to exercise the Option with respect to a specified number of shares of
the Stock with respect to which the Option is then being exercised.
The payment of the option price shall accompany such notice and shall
be in the form of (i) cash, (ii) a certified or cashier's check, bank
draft, or postal or express money order payable to the order of the
Company, (iii) shares of Stock already owned by Employee, duly
endorsed to the order of the Company, having a total fair market value
(as determined by the Committee) equal to the full purchase price of
the Stock being purchased, or (iv) any combination of the
above-referenced consideration equal to the purchase price of the
Stock being purchased. The notice must also include a written
representation by Employee or the purchaser that at the time of such
exercise, it is Employee's or the purchaser's intention to acquire the
Stock for investment purposes. Furthermore, in the event the option
is being exercised by a person or persons other than Employee,
appropriate proof of the right of such person or persons to exercise
the option and other pertinent date as the Company may reasonably deem
necessary shall accompany the notice.
(d) If Employee's employment with the Company or a bank
subsidiary shall be terminated for any reason other than death or
disability, Employee must exercise the portion of the Option
exercisable on the date of termination of employment during the three
(3) month period beginning on such date. All other rights Employee
may have under this Option and the Plan, including the right to
exercise any portion of the Option which is not exercisable on the
date of termination, shall cease.
(e) Upon the Company's determination that the Option has
been validly exercised as to any of the Stock, the Secretary of the
Company shall issue certificates in the Employee's name for the number
of shares set forth in his written notice. However, the Company shall
not be liable to the employee for damages relating to any delays in
issuing the certificates to him, any loss of the certificates, or any
mistakes or errors in the issuance of the certificates or in the
certificates themselves.
3. Notices. Any notice required to be given under the terms of
this Option Agreement shall be addressed to the Company in care of its
Secretary or Assistant Secretary at the principal executive office of the
Company in Washington, D.C., and any notice to be given to Employee shall be
addressed to him at the address given by him beneath his signature hereto or
such other address as either party hereto may hereafter designate in writing to
the other. Any such notice shall be deemed to have been duly given when
addressed as aforesaid, registered or certified mail, and deposited (postage or
registration or certification fee prepaid) in a post office or branch post
office regularly maintained by the United States.
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4. Securities Laws. If any time during the period the Option is
outstanding the Company shall be advised by its counsel that shares of Stock
deliverable upon the exercise of the Option are required to be registered under
the Securities and Exchange Act of 1933, as amended (the "Securities Act") or
with any state authority pursuant to applicable state securities laws, or that
delivery of the shares of Stock must be accompanied or preceded by a prospectus
meeting the requirements of the Securities Act, the Company will use its best
efforts to effect such registration or provide such prospectus not later than a
reasonable time following each exercise of this Option, but delivery of shares
by the Company may be deferred until registration is effected or a prospectus
is available. Employee shall have no rights as a shareholder with respect to
Stock covered by this Option until certificates for the Stock are issued.
Any disposition of the Option or the Stock must comply with the
Securities Act and applicable state securities laws. By executing this
Agreement, Employee acknowledges the foregoing.
5. Extraordinary Corporate Transactions. If the Company is
dissolved or liquidated, this Option or any portion hereof remaining
unexercised on the date of such dissolution or liquidation shall thereupon
terminate unless the plan of dissolution or liquidation provides otherwise. If
the Company is merged or consolidated into or with another corporation other
than by a merger or consolidation in which the Company is the surviving
corporation, this Option or any portion thereof remaining unexercised on the
date of such merger or consolidation shall terminate unless the plan of merger
or consolidation provides otherwise.
6. Disputes. As a condition of the granting of the Option
hereby, Employee and his heirs and successors agree that any dispute or
disagreement which may arise hereunder shall be determined and resolved
pursuant to the terms of the Committee, and that any such determination and
resolution of the terms of this Option shall be final and shall be binding and
conclusive, for all purposes, upon the Company, Employee, his heirs and
personal representatives.
7. Legend on Certificates. The certificates representing the
shares of Stock purchased by exercise of this Option will be stamped or
otherwise imprinted with a legend in such form as the Company or its counsel
may require with respect to any applicable restrictions on sale or transfer of
the Stock.
8. Option Subject to Plan. This Option is subject to the Plan.
The terms and provisions of the Plan (including any subsequent amendments
thereto) are hereby incorporated herein by reference thereto. In the event of
a conflict between any term or provisions contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail. Capitalized terms which are not defined herein shall have
the meanings ascribed to them in the Plan.
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9. Miscellaneous.
(a) The Company intends for the Option to be qualified as
an "incentive stock option" within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"). However, the
favorable tax treatment afforded by that section will be jeopardized
if Employee disposes (as that term is used in the Code) of the Stock
within two years from this date or within one year after the Stock is
issued to him. The Employee shall notify the Company of any such
disposition immediately upon making it.
(b) All decisions of the Committee upon any question
arising under the Plan or under this Option Agreement shall be
conclusive.
(c) Nothing herein contained shall affect Employee's
right to participate in and receive benefits from and in accordance
with the then current provisions of any pension, profit sharing,
insurance, or other employment welfare plan or program of the Company.
(d) Employee agrees to make appropriate arrangements with
the Company for satisfaction of any applicable federal, state, or
local income tax, withholding requirements, or like requirements.
(e) This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company.
(f) The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has, as of the date and place first
above written, caused this Agreement to be executed on its behalf by its
President or any Vice President, to be sealed by its corporate seal, attested
to by its Secretary or an Assistant Secretary, and Employee has hereunto set
his hand as of the date and place first above written, which date is the date
of grant of this Option.
CENTURY BANCSHARES, INC.
By:
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(Printed Name)
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(Title)
"Company"
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ATTEST:
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EMPLOYEE
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(Signature)
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(Printed Name)
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(Address)
ATTEST:
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