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Exhibit 4.7
CENTURY BANCSHARES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement ("Agreement") is between
Century Bancshares, Inc., a Delaware corporation with its principal office in
Washington, D.C. (the "Company"), and __________________, a resident of
Washington, D.C. (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore adopted the Century Bancshares,
Inc. Non-Qualified Stock Option Plan for Directors (the "Plan") for the purpose
of providing additional compensation to its directors of the Company or
directors of its bank subsidiaries (the "Bank"); and
WHEREAS, the Company, acting through the Stock Option Committee
consisting of officers of one or more of its bank subsidiaries (the
"Committee"), has determined that its interests will be advanced by the
issuance to Optionee of a stock option under the Plan;
NOW, THEREFORE, for and in consideration of these premises it is
agreed as follows:
SECTION 1. Option. Subject to the terms and conditions contained
herein, the Company hereby grants to Optionee an option to purchase from the
Company _____ shares of the Company's common stock, $1.00 par value ("Common
Stock"), at a price of $_____ per share, which is deemed to be not less than
the fair market value of the Common Stock at the date of grant of this option.
SECTION 2. Option Period. The option herein granted may be exercised
by Optionee at any time during the ____ year period beginning _______________
(the "Option Period").
SECTION 3. Procedure for Exercise The option herein granted may be
exercised by the delivery of 10 days prior written notice to the Secretary or
the Assistant Secretary of the Company setting forth the number of shares of
Common Stock with respect to which the option is to be exercised accompanied by
payment for the shares to be purchased, and specifying the address to which the
certificate for such shares is to be mailed. Payment shall be by means of
cash, cashier's check, bank draft or postal or express money order payable to
the order of the Company. As promptly as practicable after receipt of such
written notification and payment, the Company shall deliver to Optionee
certificates for the number of shares of Common Stock with respect to which
such option has been so exercised. Delivery shall be deemed effected for all
purposes when a stock
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transfer agent of the Company shall have deposited such certificates in the
United States mail addressed to Optionee at the address specified pursuant to
this paragraph.
SECTION 4. Termination of Services. If Optionee's performance of
services for the Company or the Bank is terminated during the Option Period for
any reason other than death or disability, the options granted to him shall
thereupon terminate. However, any options which are exercisable on the date of
his termination may be exercised by Optionee during a three month period
beginning on such date; provided, however, if an Optionee's service is
terminated because of the Optionee's dishonesty, theft, embezzlement from the
Company or the Bank, disclosing trade secrets of the Company or the Bank,
willful violation of any rules of the Company or the Bank pertaining to the
conduct of individuals performing services for the Company or the Bank, or the
commission of a willful felonious act while in the employment of the Company or
the Bank or performing services for the Company or the Bank, then any option or
unexercised portion thereof granted to said Optionee shall expire upon such
termination.
SECTION 5. Disability or Death. If Optionee's arrangement with the
Company or the Bank is terminated by his disability or death, the options
previously granted to him may be exercised (to the extent he would have been
entitled to do so at the date of his disability or death) at any time and from
time to time during the one year period beginning on the date of Optionee's
disability or death by Optionee, by the executor or administrator of his
estate, or by the person or persons to whom his rights under the option shall
pass by will or the laws of descent and distribution, but in no event may the
option be exercised after its expiration under the terms of this Agreement.
Optionee shall be deemed to be disabled if, in the opinion of a physician
selected by the Committee, he is incapable of performing services for the
Company by reason of any medically determinable physical or mental impairment
which can be expected to result in death or to be of long, continued and
indefinite duration.
SECTION 6. Assignability. This option shall not be transferable by
Optionee otherwise than by Optionee's will or by the laws of descent and
distribution. During the lifetime of Optionee, the option shall be exercisable
only by him. Any heir or legatee of Optionee shall take rights herein granted
subject to the terms and conditions hereof. No such transfer of this Agreement
to heirs or legatees of Optionee shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and a copy of
such evidence as the Committee may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the terms
and conditions hereof.
SECTION 7. No Rights as Shareholder. Optionee shall have no rights
as a shareholder with respect to any shares of Common Stock covered by this
Agreement until the date of issuance of a certificate for shares of Common
Stock purchased pursuant to this Agreement. Until such time,
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Optionee shall not be entitled to dividends or to vote at meetings of the
shareholders of the Company. Except as provided in Section 9 hereof, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash or securities or other property) paid or distributions or other rights
granted in respect of any share of Common Stock for which the record date for
such payment, distribution or grant is prior to the date upon which the
Optionee shall have been issued share certificates, as provided hereinabove.
SECTION 8. Extraordinary Corporate Transactions. An option may be
substituted for the option herein granted, or the Company's duties as to this
option may be assumed, by an employer corporation other than the Company, or by
a parent or subsidiary of the Company or such employer corporation, in
connection with any merger, consolidation, acquisition, separation,
reorganization, liquidation or like occurrence in which the Company is
involved, in such a manner that will allow this option to continue to the full
extent permitted. Notwithstanding the foregoing or the provisions of Section 9
hereof, in the event such employer corporation, or parent or subsidiary of the
Company or such employer corporation, does not substitute a new option for, and
substantially equivalent to, the option herein granted, or assume the option
granted hereunder, this option shall terminate and thereupon become null and
void (i) upon dissolution or liquidation of the Company, or similar occurrence,
(ii) upon any merger, consolidation, acquisition, separation, reorganization,
or similar occurrence, where the Company will not be a surviving entity or
(iii) upon a transfer of substantially all of the assets of the Company or more
than 50% of the outstanding Common Stock; provided, however, that Optionee
shall be fully vested in any options granted under this Plan and shall have the
right immediately prior to or concurrently with such dissolution, liquidation,
merger, consolidation, acquisition, separation, reorganization or similar
occurrence, to exercise any unexercised option rights granted hereunder.
SECTION 9. Changes in Capital Structure. The existence of
outstanding options shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issuance of Common Stock or subscription rights thereto, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceedings, whether of a similar
character or otherwise. However, if the outstanding shares of Common Stock of
the Company shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, or recapitalization, the number
and kind of shares subject to the Plan or subject to any options theretofore
granted, and the option prices, shall be appropriately and equitably adjusted
so as to maintain the proportionate number of shares without changing the
aggregate option price.
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SECTION 10. Compliance With Securities Laws. Prior to the issuance
of certificates for shares acquired pursuant to the exercise of the option
herein granted, Optionee (or any person acting under Section 5) will enter into
such written representations, warranties and agreements as the Company may
reasonably request in order to comply with applicable securities laws or with
this Agreement.
SECTION 11. Compliance With Other Laws. Notwithstanding any of the
other provisions hereof, Optionee agrees that he will not exercise the
option(s) granted hereby, and that the Company will not be obligated to issue
any shares pursuant to this Agreement, if the exercise of the option(s) or the
issuance of such shares of Common Stock would constitute a violation by the
Optionee or by the Company of any provision of any law or regulation of any
governmental authority.
SECTION 12. Resolution of Disputes. As a condition of the granting
of the option by this Agreement, the Optionee and his heirs and successors
agree that any dispute or disagreement which may arise hereunder shall be
resolved by the Committee in its sole discretion and judgment, and that any
such resolution and any interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive, for all purposes,
upon the Company, Optionee, his heirs and personal representatives.
SECTION 13. Legend On Certificate. The certificate(s) representing
the shares of Common Stock purchased by exercise of an option may be stamped or
otherwise imprinted with a legend in such form as the Company or its counsel
may require with respect to any applicable restrictions on sale or transfer,
and the stock transfer records of the Company will reflect stop-transfer
instructions with respect to any such shares.
SECTION 14. Notices. Every notice hereunder shall be in writing and
shall be given by registered or certified mail. All notices of the exercise of
any option hereunder shall be directed to Century Bancshares, Inc., 0000
Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention: President. Any
notice given by the Company to Optionee directed to him at his address on file
with the Company shall be effective to bind Optionee and any other person who
may acquire rights hereunder. The Company shall be under no obligation
whatsoever to advise Optionee of the existence, maturity or termination of any
of Optionee's rights hereunder and Optionee shall be deemed to have
familiarized himself with all matters contained herein and in the Plan which
may affect any of Optionee's rights or privileges hereunder.
SECTION 15. Construction and Interpretation. Whenever the term
"Optionee" is used herein under circumstances applicable to any other person or
persons to whom this option, in accordance with the provisions of Sections 5
and 6 hereof, may be transferred, the word "Optionee"
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shall be deemed to include such person or persons. References to the masculine
gender herein also include the feminine gender for all purposes.
SECTION 16. Agreement Subject To Plan. This Agreement is subject to
the Plan. The terms and provisions of the Plan (including any subsequent
amendments thereto) are hereby incorporated herein by reference thereto. In
the event of a conflict between any term or provision contained herein and a
term or provision of the Plan, the applicable terms and provisions of the Plan
will govern and prevail. All definitions of words and terms contained in the
Plan shall be applicable to this Agreement.
SECTION 17. Employment Relationship. Employees or other individuals
under the Plan shall be considered to be performing services for the Company as
long as their employment arrangement continues for either the Company, a parent
or a subsidiary corporation (as defined in Section 425 of the Internal Revenue
Code of 1954). Any questions as to whether and when there has been a
termination of such arrangement and the cause of such arrangement, shall be
determined by the Committee, and its determination shall be final.
SECTION 18. Binding Effect. This Agreement shall be binding upon the
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee.
IN WITNESS WHEREOF, this Agreement has been executed as of the ____
day of ______________, 19__.
CENTURY BANCSHARES, INC.
ATTEST: By:
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President
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Secretary
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Optionee
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