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EXHIBIT 10.3
FORM OF NON-STATUTORY STOCK OPTION AGREEMENT
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FORM OF
PULASKI FINANCIAL CORP.
NON-STATUTORY STOCK OPTION AWARD AGREEMENT
THIS NON-STATUTORY STOCK OPTION IS BEING GRANTED PURSUANT TO ANY FORMAL STOCK
OPTION PLAN MAINTAINED BY PULASKI FINANCIAL CORP.
NAME OF OPTIONEE: ____________________
NUMBER OF SHARES
SUBJECT TO THE OPTION AWARD: ________ shares of Pulaski Financial Corp.
common stock ("Common Stock")
DATE OF GRANT: ____________________
EXERCISE PRICE: ____________________
TERM OF OPTION: The term of this Non-Statutory Stock Option
shall be 10 years commencing on the Date of
Grant.
VESTING SCHEDULE: Subject to the limitations of this Award
Agreement, this Non-Statutory Stock Option
Award shall vest or become exercisable in
installments according to the following
schedule:
Installment Vesting Date
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Except as provided below, an installment
shall not become exercisable on the
otherwise applicable vesting date if the
Optionee terminates employment or service
prior to such vesting date.
ACCELERATION OF VESTING
IN THE EVENT OF A
CHANGE IN CONTROL: In the event of a Change in Control (as
defined in the Company's 2000 Stock-Based
Incentive Plan) all Non-Statutory Stock
Options granted as of the date of the Change
in Control will immediately become
exercisable and remain exercisable until the
expiration of the term of the Non-Statutory
Stock Option, regardless of termination of
employment.
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PAYMENT OF EXERCISE PRICE: The Exercise Price may be paid in cash or
Common Stock having a Fair Market Value on
the exercise date equal to the total
Exercise Price, or any combination of cash
or Common Stock, as well as a cashless
exercise with a qualifying broker-dealer.
EFFECT OF TERMINATION OF
EMPLOYMENT OR SERVICE
BECAUSE OF:
(A) DEATH OR DISABILITY: In the event the Optionee terminates
employment due to death or Disability, the
entire unvested portion of this
Non-Statutory Stock Option Award will
immediately become exercisable and the
unexercised portion of the Non-Statutory
Stock Option Award will remain exercisable
for a period of two (2) years following
termination of employment or, if sooner,
until the expiration of the term of the
Option.
(B) CAUSE: In the event the Optionee is terminated for
Cause (as defined in the Company's 2000
Stock-Based Incentive Plan), all rights
under this Non-Statutory Stock Option Award
will expire immediately as of the effective
date of such termination for Cause.
(C) RETIREMENT: Upon Retirement (as defined in the Company's
2000 Stock-Based Incentive Plan), all vested
Options will remain exercisable for a period
of one (1) year following the Optionee's
Retirement (as defined in the Company's 200
Stock-Based Incentive Plan) date, or, if
sooner, until the expiration of the term of
the Option.
(D) OTHER REASONS: Options are exercisable only as to those
shares that are immediately exercisable by
the Optionee on the date of termination and
only for a period of three (3) months
following termination of employment, or, if
sooner, until the expiration of the term of
the option.
VOTING: The Optionee has no rights as a shareholder
with respect to any shares of Common Stock
covered by this Non-Statutory Stock Option
Award until the date of issuance of a stock
certificate for the Common Stock covered by
this Non-Statutory Stock Option Award
following exercise of all or some part of
the Option.
DISTRIBUTION: Shares of Common Stock subject to this
Non-Statutory Stock Option Award will be
distributed as soon as practicable following
exercise.
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DESIGNATION OF BENEFICIARY: A beneficiary may be designated in writing
to receive, in the event of death, any award
the Optionee is entitled to under this
Non-Statutory Stock Option Award.
NON-TRANSFERABILITY: You may not transfer, assign or otherwise
dispose of any part of your Option, other
than by will or the laws of intestate
succession. You may, however, petition the
Company to permit a transfer or assignment
of the Option, if such transfer or
assignment is, in the Company's sole
discretion, for valid estate planning
purposes and permitted under the Internal
Revenue Code of 1986, as amended, and the
Securities Exchange Act of 1934, as amended.
TAX WITHHOLDING: If you are an employee of the Company or
Pulaski Bank, the Company may require that
you pay, in addition to the Exercise Price,
any federal, state, local or other taxes
required to be withheld in connection with
an exercise of your Option. The Company may
allow you to satisfy this tax withholding
liability by authorizing the Company, upon
exercise of your Option, to retain shares of
Company Common Stock having a Fair Market
Value equal to the required tax withholding
amount.
MODIFICATION AND WAIVER: The Board of Directors may amend or modify
this Non-Statutory Stock Option Award from
time to time, prospectively or
retroactively; PROVIDED, HOWEVER, that no
such amendment or modification will
adversely affect the rights of the Optionee
under this award without his written
consent.
The Optionee hereby acknowledges that all decisions, determinations and
interpretations of the Board of Directors in regards to this Non-Statutory Stock
Option Award Agreement are final and conclusive.
IN WITNESS WHEREOF, PULASKI FINANCIAL CORP. has caused this
Non-Statutory Stock Option Award Agreement to be executed, and the Optionee has
hereunto set his hand, as of the ____ day of ___________, 200_.
PULASKI FINANCIAL CORP.
By:
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For the Entire Board of Directors
OPTIONEE
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