STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
HEARTLAND BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of ___________ shares of Common
Stock, par value $.01 per share, of Heartland Bancshares, Inc.
(the "Company") 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 Heartland
Bancshares, Inc. 1996 Stock Option and Incentive Plan (the
"Plan") which has been adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged. Such Stock Options do not comply with Options
granted under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
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. Exercise 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 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or More 100%
Non-ISO
Page 2
(ii) Method of Exercise. This Option shall be exercisable
bya written notice 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 holders' 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. The 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
his 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, to the extent permissible under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, this Option may be
transferred to the Optionee's spouse, lineal ascendants, lineal
descendants, or to a duly established trust, provided
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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 set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
HEARTLAND BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
___________________ By ____________________________
Date of Xxxxx
Attest _______________________ (Seal)
OPTIONEE
By ____________________________
Attest _______________________ (Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
HEARTLAND BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
____________________
Date
Treasurer
Heartland Bancshares, Inc.
000 Xxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Re: Heartland Bancshares, Inc.
------------------------------------
1996 Stock Option and Incentive Plan
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase __________ shares, par value $.01 per share,
of Common Stock of Heartland Bancshares, Inc. under and pursuant
to a Stock Option Agreement dated ______________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers 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 is as follows:
Name___________________________________________________________
Address________________________________________________________
Social Security Number_________________________________________
Very truly yours,
_________________
