STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $.01 per share, of Westwood Homestead Financial
Corporation (the "Company"), which Option is intended to qualify
as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), is hereby granted
to ________ (the "Optionee") at the price set forth herein, and
in all respects subject to the terms, definitions and provisions
of the Westwood Homestead Financial Corporation 1997 Stock
Option Plan (the "Plan") which was adopted by the Company and
which is incorporated by reference herein, receipt of which is
hereby acknowledged.
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. Exercises of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
------------------------------
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
------------------------------ ---------------------------
Upon Grant 20%
1 year but less than 2 years 40%
2 years but less than 3 years 60%
3 years but less than 4 years 80%
4 years or more 100%
-----------------
* 110% in the case of an Optionee who owns shares
representing more than 10% of the outstanding common
stock of the Company on the date of grant of this Option.
ISO Agreement
Page 2
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) 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);
(b) 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;
(c) 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
(d) 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 cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. 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.
(iii) 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. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms of
this agreement, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided
ISO Agreement
Page 3
that such transferee shall be permitted to exercise this Option
subject to the same terms and conditions applicable to the
Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten years** from the date of grant of this Option,
as stated below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1997 STOCK OPTION PLAN COMMITTEE
By _______________________________________
__________________
Date of Grant Attest: ____________________________(Seal)
________________
** Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common
stock of the Company on the date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
_______________
Date
Treasurer
Westwood Homestead Financial Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000-0000
Re: Westwood Homestead Financial Corporation
----------------------------------------
1997 Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase ____________ shares, par value $.01, of
Common Stock of Westwood Homestead Financial Corporation under
and pursuant to a Stock Option Agreement dated ___________,
199_.
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
_______ _____ shares of Common Stock, valued at
$_____ per share
$_______
------- Total
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____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
_____________________
