EXHIBIT 99.3
FORM OF STOCK OPTION AGREEMENT FOR
CONVERTED BUSINESS HOLDING CORPORATION OPTIONS (VESTING)
CORPORATION
STOCK OPTION AGREEMENT
1. GRANT OF OPTION. The Business Holding Corporation (the "Company" or
"Optionor"), a Louisiana corporation, hereby grants to _____
("Optionee"), the right, privilege and option (the "Option") to
purchase _______ (____) shares of common stock of Optionor, no par
value (the "Shares"), in accordance with the terms of this Agreement.
The Shares, when delivered to Optionee upon the exercise of the Option,
shall be fully paid and nonassessable.
2. PURCHASE PRICE. The purchase price of the shares shall be $_____ per
share for Shares purchased during the Option Period, as defined below.
Payment of the purchase price shall be paid in full upon each exercise
of the Option, with such payment to be in cash.
3. EXERCISE OF OPTION. The Option shall terminate on _________, unless
earlier terminated, lapsed or expired pursuant to the provisions of
this Agreement. The period during which the Option is in effect shall
be referred to as the "Option Period". The Option shall vest and become
exercisable as follows:
o a) The Option shall vest 1/3 annually on December 31, ________, December
31, _______, and December 31, ______ if the Option has not otherwise
terminated, lapsed or expired pursuant to the provisions of this agreement.
The Optionee must be employed with the Company or its subsidiary on the
date of vesting.
Exercisable but unexercised portions shall remain exercisable during
the remainder of the Option period. Optionee shall deliver written
notice to Optionor stating (i) the number of Shares with respect to
which the Option is being exercised and (ii) the method of payment of
the purchase price of said shares. If any law or regulation requires
Optionor to take any action with respect to the Shares specified in
such notice, then the date for delivery of said Shares against payment
therefor shall be extended for the period necessary to take such
action. In the event of any failure to take up and pay for the number
of Shares specified in such notice on the date set forth therein, as
the same may be extended as provided above, the exercise of the Option
with respect to such number of Shares shall be treated as if it had
never been made. *Options must be exercised in 500 share increments.
4. TERMINATION OF EMPLOYMENT. In the event the employment of Optionee by
Optionor or one of its subsidiaries is terminated during the Option
Period for any reason other than death or disability, and if vested
options are not exercised within six (6) months of termination date,
the option will automatically lapse.
5. REORGANIZATION OF OPTIONOR. The existence of the Option shall not
effect in any way the right or power of Optionor or its shareholders to
make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in Optionor's capital structure or
its business, or any merger or consolidation of Optionor or any issue
of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Shares or the rights thereof, or the dissolution or
liquidation of Optionor, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
In the event of involuntary dissolution of Optionor, the Option shall
be deemed cancelled to the extent not previously exercised.
6. ADJUSTMENT OF SHARES. In the event that, prior to the Option Period,
Optionor shall have effected one or more stock splits or readjustments,
stock dividends or other increases or reductions of the number of its
Shares outstanding without receiving compensation therefor in money,
resources, or property, the remaining number of Shares still subject to
the Option and the purchase price for such Shares shall be adjusted to
reflect such changes.
7. NO RIGHTS IN SHARES. Optionee shall have no rights as a shareholder in
respect of Shares as to which the Option shall not have been exercised,
payments made as herein provided and such Shares issued, and shall have
no rights with respect to such Shares not expressly conferred by this
Agreement.
8. CERTAIN RESTRICTIONS. Optionee will acquire his Shares for his own
account and without a view to resale or distribution in violation of
the Securities Act of 1933 ("Act") or any other securities law, and
upon any such acquisition Optionee will enter into such written
representations, warranties and agreements as Optionor may reasonably
request in order to comply with the Act or any other securities law or
with this Agreement.
Shares of common stock issued upon the exercise of options which are
not subject to an effective registration under the Act, as amended, may
bear the following legend restricting the transfer of such shares:
"The securities represented by this stock certificate have not been
registered under the Securities Act of 1933 nor have they been
registered under the Louisiana Securities Law, relying on the
exemptions from registration under Section 3(a)(11) of the Securities
Act of 1933 and La. R.S. 51:708(3). Accordingly, the securities
represented by this certificate may not be offered for sale or
transferred to any person who is not a resident of the State of
Louisiana until after a period of nine (9) months from October 19,
1998."
9. WITHHOLDING TAXES. Optionee shall pay to Optionor, on the date of
exercise of the Option, the appropriate amount of taxes required to be
withheld as a result of the exercise of the Option.
10. SHARES RESERVED. Optionor shall at all times during the Option Period
reserve and keep available such number of authorized but unissued
Shares or previously issued Shares of common stock held in its treasury
as will be sufficient to satisfy the requirements of this Agreement.
11. NONASSIGNABILITY. The Option shall not be encumbered, assigned,
transferred, sold, or otherwise disposed of in whole or in part other
than upon the death of the Optionee by will be or pursuant to
applicable laws of descent and distribution. All Shares purchased
pursuant to the Option shall be purchased for investment.
12. AMENDMENT AND TERMINATION. No amendment or termination of this
Agreement shall be made by Optionor at any time without the written
consent of Optionee, except as provided for herein.
13. SUCCESSORS. This Agreement shall be binding upon any successors of
Optionor.
Dated as of the _________________.
THE BUSINESS HOLDING CORPORATION
BY:
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Chairman of the Board
BY:
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President
OPTIONEE:
BY:
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