EUROBANCSHARES, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Exhibit
4.3
EUROBANCSHARES,
INC.
2005
STOCK OPTION PLAN
NONSTATUTORY
STOCK OPTION AGREEMENT
THIS
OPTION AGREEMENT (the “Option Agreement”) is made and entered into effective as
of ___________, (the “Date of Grant”) between EuroBancshares, Inc. (the
“Company”), and ___________________ (the “Optionee”) in connection with the
grant of an Option under the EuroBancshares, Inc. 2005 Stock Option Plan
(the
“Plan”). For purposes of this Option Agreement, defined terms shall have the
meanings given to them by the Plan.
W
I T N E S S E T H:
WHEREAS,
the Optionee is an Employee of, or performs services as a Director or Consultant
of, the Company, a Related Corporation or the Bank.
WHEREAS,
the Company desires to encourage the Optionee to own Shares and to give him
added incentive to advance the interests of the Company and the Bank through
the
Plan;
WHEREAS,
the Company desires to grant the Optionee an Option to purchase Shares under
terms and conditions established by the Administrator;
NOW,
THEREFORE, in consideration of these premises, the parties agree that the
following shall constitute the Option Agreement between the Company and the
Optionee:
1. Grant
of Nonstatutory Option.
Subject
to the terms and conditions set forth in the Plan and this Option Agreement,
the
Company grants to the Optionee an Option to purchase from the Company during
the
period ending _____ years from the date of this Option Agreement __________
Shares at an Exercise Price of $_____
per
share, subject to adjustment, if any, as provided in the Plan.
The
Options granted under this Option Agreement shall become exercisable according
to the following schedule:
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Shares
Exercisable
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Date
Exercisable
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Notwithstanding
the above, all Options shall become fully Vested and exercisable immediately
upon the occurrence of any of a Change in Control, as described in Section
2(f)
of the
Plan.
2. Exercise
Rights.
The
Option granted pursuant to
Paragraph 1 may
be
exercised during its term in full or in part, to the extent Vested, as to
any
number of whole Shares (but no fractional Shares), subject to the provisions
of
the Plan and the following provisions.
Exercise
of an Option shall not be effective until the Administrator has received
written
notice of exercise pursuant to Paragraph 3.
Such
notice must specify the number of whole Shares to be purchased and be
accompanied by payment in full of the aggregate Exercise Price of the number
of
Purchased Shares purchased. The Company shall not in any case be required
to
sell, issue, or deliver a fractional Share with respect to any
Option.
3. Notice
of Exercise.
This
Option may be exercised in accordance with Paragraphs
1
and 2
by
written notice to the Administrator at the address provided in this Option
Agreement, which notice shall:
| (a) |
specify
the number of Option Shares to be purchased and the Exercise Price
to be
paid for such Option Shares;
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| (b) |
if
the person exercising this Option is not the Optionee himself,
contain or
be accompanied by evidence satisfactory to the Administrator of
such
person’s right to exercise this
Option;
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| (c) |
be
accompanied by payment in full of the Exercise Price in the form
of cash,
a certified or cashier’s check to the order of the Company, or a wire
transfer of immediately available funds; provided,
however,
that the Administrator, in its sole discretion, may accept a personal
check in full or partial payment of the Exercise Price and withholding;
and provided,
further, that
the Optionee may , in the sole discretion of the Administrator,
pay the
Exercise Price by the surrender of Shares, including Vested, but
unexercised Option Shares and Purchased Shares. If the Exercise
Price is
paid with Shares, including Vested, but unexercised Option Shares
and
Purchased Shares, the amount of such payment will equal to the
Fair Market
Value on the Date of Exercise of the Shares, Vested but unexercised
Option
Shares, or Purchased Shares
surrendered;
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| (d) |
be
accompanied by the amount that the Company deems necessary to satisfy
the
Company’s obligation to withhold federal, state, or local income or other
taxes incurred by reason of the exercise. Such amount shall be
paid in
cash; provided,
however, that
such amount may, in the sole discretion of the Administrator, be
paid by
the surrender of Shares, including Vested, but unexercised Option
Shares,
and Purchased Shares. If withholding is paid with Shares, Vested
but
Unexercised Option Shares or Purchased Shares, the amount of such
payment
will be equal to the Fair Market Value on the Date of Exercise
of the
Shares, Vested but Unexercised Option Shares or Purchased Shares
surrendered.
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4. Investment
Letter.
The
Optionee agrees that the Purchased Shares shall be acquired for his own account
for investment only and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of applicable
securities laws. If the Administrator so determines, any Purchased Share
certificates shall bear a legend to the effect that the Purchased Shares
have
been so acquired. The Company may, but in no event shall be required to,
bear
any expenses of complying with applicable securities laws or the rules and
regulations of any national securities exchange or other regulatory authority
in
connection with the registration, qualification, or transfer, as the case
may
be, of this Option or any Purchased Shares. The foregoing restrictions on
the
transfer of the Purchased Shares shall be inoperative if: (a) the Company
previously shall have been furnished with an opinion of counsel, satisfactory
to
it, to the effect that such transfer will not require registration under
applicable securities laws, or (b) the Purchased Shares shall have been duly
registered in compliance with applicable securities laws.
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5. Transferability
and Exercise Restrictions.
This
Option shall not be sold, transferred, assigned, pledged, alienated, or
encumbered in any manner except by will or by the laws of descent and
distribution. During the Optionee’s lifetime this Option may be exercised only
by Optionee. Any attempt to transfer, assign, pledge, alienate, encumber,
or
otherwise dispose of this Option contrary to the provisions of the Plan or
this
Option Agreement, whether voluntary or involuntary, by operation of law or
otherwise, except a transfer by will or by the laws of descent or distribution,
shall be null and void and without effect.
6. Status
of Optionee.
The
Optionee shall have no right as a shareholder with respect to any Option
Shares
until a certificate representing such Purchased Shares is issued to him.
No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in
cash or other property), distributions, or other rights for which the record
date is prior to the date such certificate is issued, except as provided
in
Section
9
of the
Plan.
7. No
Effect on Capital Structure.
This
Option Agreement shall not affect the right of the Company to reclassify,
recapitalize, or otherwise change its capital or debt structure or to merge,
consolidate, convey any or all of its assets, dissolve, liquidate, windup,
or
otherwise reorganize.
8. Termination
of Option.
If an
Optionee ceases to be an Eligible Person for any reason other than death,
disability, or retirement, the Option shall terminate on the ninetieth
(90th)
day
after such cessation, unless such cessation is due to Separation for Cause
(as
defined in the Plan), in which event the Option shall terminate immediately
upon
such Separation for Cause. If an Optionee ceases to be an Eligible Person
by
reason of death, the Optionee’s designated beneficiary shall have the right for
twelve (12) months after the date of death to exercise the Option, to the
extent
such Option is otherwise exercisable on such date. At the end of any such
twelve
(12) month period described above the Option shall terminate and cease to
be
exercisable. The Optionee’s estate, heirs or legatees, as the case may be, shall
have the rights of a beneficiary. If an Optionee ceases to be an Eligible
Person
by reason of disability, Optionee shall have the right for twelve (12) months
after the date of disability to exercise the Option, to the extent such Option
is otherwise exercisable on such date. If an Optionee ceases to be an Eligible
Person by reason of retirement, the Optionee shall have the right for three
(3)
months after the date of retirement to exercise the Option, to the extent
such
Option is otherwise exercisable on such date. Notwithstanding any other
provision of this Plan, this Option shall not be exercisable after the period
specified in Section
8
of the
Plan.
9. Administrator’s
Authority.
Any
question concerning the interpretation of this Agreement, any adjustments
required to be made under this Agreement, and any controversy which may arise
under this Agreement shall be determined by the Administrator in its sole
discretion.
10. Plan
Controls.
The
terms of this Option Agreement are governed by the terms of the Plan, a copy
of
which has been provided to Optionee and is made a part of this Option Agreement
as if fully set forth in this Option Agreement, and in the case of any
inconsistency between the terms of this Option Agreement and the Plan that
is
not expressly authorized by the terms of the Plan, the terms of the Plan
shall
control.
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11. Notice.
Whenever
any notice is required or permitted under this Option Agreement, such notice
must be in writing and delivered (personally or by courier), telecopied (if
confirmed) or sent by mail. Any notice required or permitted to be delivered
under this Option Agreement shall be deemed to be delivered on the date which
it
is personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it
at the
address which such person has previously specified by written notice delivered
in accordance with this Option Agreement. The Company or Optionee may change,
at
any time and from time to time, by written notice to the other, the address
previously specified for receiving notices. It is the Optionee’s responsibility
to provide a current address to the Board. Failure to do so will forfeit
Optionee’s right to any notices otherwise required. Until changed in accordance
with this Option Agreement, the Company and the Optionee specify their
respective addresses as set forth below:
| Administrator: | EuroBancshares, Inc. | |
| Attention: President & Chief Executive Xxxxxxx | ||
| 000 Xxxxx Xxxxxx | ||
| Xxx Xxxx, Xxxxxx Xxxx 00000 | ||
| Company: | EuroBancshares, Inc. | |
| Attention: President & Chief Executive Xxxxxxx | ||
| 000 Xxxxx Xxxxxx | ||
| Xxx Xxxx, Xxxxxx Xxxx 00000 | ||
| Optionee: |
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13. Disclosure
and Discussion Obligations.
By
accepting an Option under the Plan, the Optionee agrees (i) that he will
not
disclose any confidential financial or other information regarding the Company
or its subsidiaries to any person or entity without the prior written consent
of
the Board; (ii) that he will not initiate or engage in any discussions with
any
person or entity regarding any merger, consolidation or sale of all or a
significant portion of the assets of the Company or its subsidiaries without
the
prior written consent of the Board; and (iii) that he will immediately report
to
the Board any unsolicited inquiry received from any person or entity regarding
a
merger, consolidation or sale of all or a significant portion of the assets
of
the Company or its subsidiaries.
14. Governing
Law.
The
provisions of this Option Agreement shall be governed by the contract law
of the
Commonwealth of Puerto Rico.
[Signature
Page Follows]
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IN
WITNESS WHEREOF,
the
Company and the Optionee have executed this Option Agreement.
| EUROBANCSHARES, INC. | ||
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| By: |
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| Its: |
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| Date: |
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| OPTIONEE | ||
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| Date: |
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