Exhibit 10.23
▇▇▇▇▇▇ CITY BANCORP, INC.
STOCK OPTION AGREEMENT FOR ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name Social Security Number
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Street Address
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City State Zip Code
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted. Set forth below are the specific terms
and conditions applicable to this Stock Option. Attached as Exhibit A are its
general terms and conditions.
Option Grant (A) (B) (C) (D) (E)
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Grant Date: 10/29/01 10/29/01 10/29/01 10/29/01 10/29/01
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares* 32,000 32,000 32,000 32,000 32,000
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Exercise Price per Share*
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Option Type (ISO or NQSO) NQSO NQSO NQSO NQSO NQSO
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VESTING:
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Earliest Exercise Date* 1/13/02 1/13/03 1/13/04 1/13/05 1/13/06
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Option Expiration Date* 10/28/11 10/28/11 10/28/11 10/28/11 10/28/11
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* Subject to adjustment as provided in the ▇▇▇▇▇▇ City Bancorp, Inc. 2000 Stock
Option Plan and the General Terms and Conditions
By signing where indicated below, ▇▇▇▇▇▇ City Bancorp, Inc. (the "Company")
grants this Stock Option upon the specified terms and conditions, and the
Optionee acknowledges receipt of this Stock Option Agreement, including Exhibit
A, and agrees to observe and be bound by the terms and conditions set forth
herein and acknowledges receipt of a copy of the related Prospectus dated
November 9, 2001.
▇▇▇▇▇▇ CITY BANCORP, INC. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By
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Name: ▇▇▇▇▇▇ ▇. Quest ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman, Compensation Committee
INSTRUCTIONS: This Agreement should be completed by or on behalf of the
Compensation Committee. Any blank space intentionally left blank should be
crossed out. An option grant consists of a number of optioned shares with
uniform terms and conditions. Where options are granted on the same date with
varying terms and conditions (for example, varying exercise prices or earliest
exercise dates), the options should be recorded as a series of grants each with
its own uniform terms and conditions.
EXHIBIT A
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▇▇▇▇▇▇ CITY BANCORP, INC.
STOCK OPTION AGREEMENT FOR ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
GENERAL TERMS AND CONDITIONS
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SECTION 1. OPTION SIZE AND TYPE. The number of shares of Common
Stock, par value $.01 per share ("Shares"), that have been optioned to you is
specified in this Stock Option Agreement. If the "Option Type" shown for your
stock option is "ISO", then your stock option has been designed with the intent
that it qualify to the maximum permissible extent for the special tax benefits
applicable to incentive stock options under the Internal Revenue Code of 1986.
If the "Option Type" shown for your stock options is "NQSO", then incentive
stock option tax treatment is not applicable.
SECTION 2. EXERCISE PRICE. The Exercise Price for your stock options
is the price per Share at which you may acquire the Shares that have been
optioned to you and is specified in this Stock Option Agreement. As a general
rule, the Exercise Price for your stock options will not change unless there is
a stock split, stock dividend, merger or other major corporate event that
justifies an adjustment.
SECTION 3. VESTING.
(A) EARLIEST EXERCISE DATE. You may not exercise your stock options
until they are vested. The date on which your stock options become vested is
specified in this Stock Option Agreement as the Earliest Exercise Date. As a
general rule, you must be in the service of the Company on an Earliest Exercise
Date in order to be vested in the stock options that vest on that date. You may
acquire the Shares that have been optioned to you by exercising your stock
options at any time during the period beginning on the Earliest Exercise Date
and continuing until the applicable Option Expiration Date, by completing and
filing the Notice of Exercise of Stock Option that is attached to this Stock
Option Agreement as Appendix A and by following the procedures outlined therein.
(B) FORFEITURES. If you terminate service with the Company prior to
an Earliest Exercise Date, you will forfeit any stock options that are scheduled
to vest on that date. When you forfeit stock options, you relinquish any and all
rights that you have to acquire the Shares that were optioned to you.
(C) ACCELERATED VESTING. All of your outstanding stock options that
have not previously vested will become fully and immediately vested, without any
further action on your part, in the event of your death or Disability (as
defined in the ▇▇▇▇▇▇ City Bancorp, Inc. 2000 Stock Option Plan (the "Plan"))
before your termination of service with the Company. In addition, if your
service terminates due to Retirement (as defined in the Plan) or if a Change of
Control (as defined in the Plan) occurs before you terminate service with the
Company, then any stock options not theretofore forfeited shall become
immediately vested on the date of your Retirement or the Change of Control. If
vesting accelerates, the accelerated vesting date will be the applicable
Earliest Exercise Date. You may designate a beneficiary to inherit your rights
to any vested, unexercised stock options that are outstanding to you at your
death using the Beneficiary Designation attached as Appendix B.
SECTION 4. OPTION EXPIRATION DATE. To derive any benefit from your
stock options, you must exercise them during the period that begins on the
applicable Earliest Exercise Date and ends on the Option Expiration Date. The
Option Expiration Date for your stock options is specified in this Stock Option
Agreement. Your Option Expiration Date may be accelerated in the event of your
termination of service with the Company as follows:
(A) OPTIONS GRANTED TO ELIGIBLE EMPLOYEES. Your stock
options will expire on the earliest of (i) the Option Expiration
Date, (ii) three months after your termination of service with the
Company for any reason other than death, Disability (as defined in
the Plan), Retirement (as defined in the Plan), or Termination for
Cause (as defined in the Plan); (iii) one year after your
termination of service due to death, Disability or Retirement; and
(iv) the date and time of your Termination for Cause.
(B) OPTIONS GRANTED TO OUTSIDE DIRECTORS. Your stock
options will expire on the earlier of (i) the Option Expiration Date
and (ii) the date and time of your removal as a director for cause
under the Company's By-laws.
To qualify for the favorable tax treatment accorded to incentive stock options,
you (or, in the event of your death, your estate or designated beneficiaries)
must exercise any stock options that are designated as ISOs within three months
after you terminate service as a common-law employee of the Company and its
subsidiaries for any reason other than death or disability and within one year
after you terminate service as common-law employee due to your death or
disability. If they are exercised later, they will be subject to tax as if they
were designated as NQSOs.
SECTION 5. AMENDMENT. This Agreement may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between the Company and you.
SECTION 6. PLAN PROVISIONS CONTROL. This Agreement and the rights
and obligations created hereunder shall be subject to all of the terms and
conditions of the Plan that would apply if this stock option had been granted
under the Plan. In the event of any conflict between the provisions of the Plan
and the provisions of this Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control. Capitalized terms in this
agreement have the meaning defined in the Plan, as amended from time to time,
unless stated otherwise. By signing this Agreement, you acknowledge receipt of a
copy of the Plan and a copy of the Prospectus for this stock option dated
November 9, 2001.
APPENDIX A TO STOCK OPTION AGREEMENT
▇▇▇▇▇▇ CITY BANCORP, INC. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
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USE THIS NOTICE TO INFORM ▇▇▇▇▇▇ CITY BANCORP, INC. THAT YOU ARE EXERCISING YOUR
RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF ▇▇▇▇▇▇ CITY BANCORP, INC.
PURSUANT TO AN OPTION ("OPTION") GRANTED UNDER THE STOCK OPTION AGREEMENT
BETWEEN ▇▇▇▇▇▇ CITY BANOCORP, INC. AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ DATED OCTOBER 29, 2001
(THE "OPTION AGREEMENT"). IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS
GRANTED ("OPTION RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT
TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT . THIS NOTICE
SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED TO: ▇▇▇▇▇▇ CITY BANCORP, INC, WEST ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE
EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE
THIS NOTICE IS RECEIVED BY ▇▇▇▇▇▇ CITY BANCORP, INC. BUT IN NO EVENT MORE THAN
THREE DAYS AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY PROVIDED
TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO
THEM UNDER THE ▇▇▇▇▇▇ CITY BANCORP, INC. 2001 STOCK OPTION PLAN (THE "PLAN").
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK
OPTION AGREEMENT.
NAME OF OPTION RECIPIENT:
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OPTION GRANT DATE: , EXERCISE PRICE PER SHARE: $ .
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(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF
PAYMENT.
TOTAL EXERCISE PRIC x $ . = $
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(No. of Shares) (Exercise Price) Total Exercise Price
METHOD OF PAYMENT
|_| I enclose a certified check, money order, or bank draft
payable to the order of ▇▇▇▇▇▇ City Bancorp, Inc. in the
amount of the order of $_______
|_| I enclose Shares duly endorsed for transfer to ▇▇▇▇▇▇
City Bancorp, Inc. with all stamps attached and having a
fair market value of $_______
Total Exercise Price $_______
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased
pursuant to section 2 above be issued to the following person(s) in the amount
specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO. OF SHARES
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WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH
NON-QUALIFIED STOCK OPTIONS ONLY.
BENEFICIARIES SHOULD NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and local
taxes required to be withheld with respect to the Shares to be issued to me
pursuant to this Notice, but that I may request ▇▇▇▇▇▇ City Bancorp, Inc., to
retain or sell a sufficient number of such Shares to cover the amount to be
withheld. I hereby request that any taxes required to be withheld be paid in the
following manner [check one]:
|_| With a certified or bank check that I will deliver to
the ▇▇▇▇▇▇ City Bancorp, Inc. on the day after the
Effective Date of my Option exercise.
|_| With the proceeds from a sale of Shares that would
otherwise be distributed to me.
|_| Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are not
binding on the Committee, and that the Committee will decide the amount to be
withheld and the method of withholding and advise me of its decision prior to
the Effective Date. I further understand that the Committee may request
additional information or assurances regarding the manner and time at which I
will report the income attributable to the distribution to be made to me. I
further understand that if I have elected to have Shares sold to satisfy tax
withholding, I may be asked to pay a minimal amount of such taxes in cash in
order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
S H I understand that I must rely on, and consult with, my own tax and
I E legal counsel (and not ▇▇▇▇▇▇ City Bancorp, Inc.) regarding the
G R application of all laws -- particularly tax and securities laws --
N E to the transactions to be effected pursuant to my Option and this
Notice. I understand that I will be responsible for paying any
federal, state and local taxes that may become due upon the sale
(including a sale pursuant to a "cashless exercise") or other
disposition of Shares issued pursuant to this Notice and that I must
consult with my own tax advisor regarding how and when such income
will be reportable.
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Signature Date
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Address
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--------------------------------INTERNAL USE ONLY-------------------------------
Received [CHECK ONE]: |_| By Hand |_| By Mail Post Marked
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DATE OF POST ▇▇▇▇
By
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AUTHORIZED SIGNATURE DATE OF RECEIPT
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▇▇▇▇▇▇ CITY BANCORP, INC.
APPENDIX B TO STOCK OPTION AGREEMENT
FOR ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
BENEFICIARY DESIGNATION FORM
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO WILL RECEIVE
SHARES AVAILABLE FOR DISTRIBUTION AT THE TIME OF YOUR DEATH.
Name of
Award Social Security Number
Recipient -- --
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COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE
SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY
OR CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY
BENEFICIARY BENEFICIARY DESIGNATED BENEFICIARY PREDECEASES YOU, THE
DESIGNATION SHARES OF EACH REMAINING BENEFICIARY IN THE SAME CLASS
(PRIMARY OR CONTINGENT) SHALL BE INCREASED
PROPORTIONATELY.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary, reserving the right to change or revoke this designation at
any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
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-------------------- Total = 100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) to receive benefits only if all of my primary
Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death with respect to all outstanding
Stock Option:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
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-------------------- Total = 100%
S H I understand that this Beneficiary Designation shall be effective
I E only if properly completed and received by the Corporate Secretary
G R of ▇▇▇▇▇▇ City Bancorp, Inc. prior to my death. I also understand
N E that an effective Beneficiary designation revokes my prior
designation(s) with respect to all outstanding Stock Option.
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YOUR SIGNATURE DATE
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|This Beneficiary Designation was | Comments |
|received by the Corporate | |
|Secretary of ▇▇▇▇▇▇ City Bancorp,| |
|Inc. on the date indicated. | |
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| | |
|By | |
| ------------------------------ | |
| AUTHORIZED SIGNATURE DATE | |
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