STOCK OPTION AWARD AGREEMENT
EXHIBIT
10.3
Participant:__________________________
Grant
Date:__________________________
(“Grant Date”)
Plan under which Options are
Granted: Grand River Commerce, Inc. 2009 Stock Incentive Plan
(“Plan”)
Type of
Options: Non-Qualified Stock Options
Number
of Shares to which Options are Granted:
Exercise
Price per Share:
Vesting
Schedule: The Options shall become vested in accordance with
Schedule 1 hereto.
THE
COMPANY RECOMMENDS THAT PARTICIPANT CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR
PRIOR TO EXERCISING ANY OPTIONS.
IN
WITNESS WHEREOF, the Company has executed and made effective this Option as of
the Grant Date.
| GRAND RIVER COMMERCE, INC. | |||
|
By:
|
|||
| Xxxxxx X. Xxxxxxx, President and CEO | |||
|
PARTICIPANT
|
|||
|
|
|||
| Address: | |||
1
ADDITIONAL
TERMS AND CONDITIONS TO
1. Grant of the
Option. The Company hereby grants to Participant the right and
option (“Option”) to purchase the number of shares of common stock of the
Company (“Stock”) set forth on page 1 hereof on the terms, and subject to the
conditions, set forth in this Stock Option Award Agreement (“Agreement”) and the
Plan. The Option evidenced by this Agreement is not intended to
qualify as an “incentive stock option” under section 422 of the Internal
Revenue Code of 1986, as amended (“Code”), and shall be so
construed. The Exercise Price shall be as set forth on page 1 hereof,
subject to adjustment as provided in the Plan.
2. Vesting and Term of the
Option. The right to exercise the Option shall vest in the
hands of the Participant as provided for on page 1 of this
Agreement. Notwithstanding any other provision contained herein to
the contrary, the unexercised portion, if any, of the Option(s) will
automatically and without notice expire upon the earliest of: (i) ten (10)
years following the Grant Date; (ii) the date determined pursuant to
Paragraph 4 of this Agreement; and
(iii) the date determined pursuant to Section 12 of the Plan (“Expiration
Date”).
3. Method of Exercising
Option.
(a) Subject
to the provisions in this Agreement and the Plan, the Participant may exercise
the vested portion of any Option at any time on or prior to the Expiration Date
by delivering to the Company, at its principal place of business, a written
notice of exercise in substantially the form attached hereto as Exhibit A,
accompanied by payment to the Company of the Exercise Price. The
notice of exercise must be signed by the Participant; provided however, that if
an Option is being exercised by a person or persons other than the Participant
pursuant to Paragraph 4, the notice
of exercise must be signed by such other person or persons and must be
accompanied by proof acceptable to the Company of the legal right of such person
or persons to exercise the Option.
(b) No
purported exercise of an Option shall be effective and no shares of Stock shall
be issued to the Participant upon exercise of the Option until: (i) the
Exercise Price for the shares of Stock being purchased is paid in full;
(ii) all applicable taxes required to be withheld have been paid in full;
and (iii) the approvals, if any, of all governmental authorities required
in connection with the Option, or the issuance of shares, have been
received.
4. Method of Payment for
Options. The Exercise Price shall be payable in accordance
with the provisions of Section 6(A) of the Plan, as it may be amended from time
to time.
5. Tax
Withholding. As a condition to the exercise of this Option,
the Company shall have the right to require that the Participant (or the
recipient of any shares of Stock) remit to the Company an amount calculated by
the Company to be sufficient to satisfy applicable federal, state, foreign or
local withholding tax requirements (or make other arrangements satisfactory to
the Company with regard to such taxes) prior to the delivery of any certificate
evidencing shares of Stock. If permitted by the Company and by the
terms of the Plan at the time of exercise, either at the time of the grant of
the Option or in connection with its exercise, the Participant may satisfy
applicable withholding tax requirements by delivering a number of whole shares
of Stock owned by the Participant for at least six (6) months prior to the date
of exercise and having a Fair Market Value (determined on the date that the
amount of tax to be withheld is to be fixed) at least equal to the aggregate
amount required to be withheld.
2
6. Termination of
Relationship.
(a) General. If the Participant ceases to serve as a
director of the Company other than due to his or her death or disability, any
and all Options evidenced by this Agreement that have not vested as of the date
of termination shall expire immediately upon the date that the Participant
ceases to serve as a director of the Company; and any and all Options evidenced
by this Agreement that have vested as of the date of termination shall be
exercisable for the period of time not to extend beyond the remainder of the
term of the Options or three months from the date of termination, whichever is
earlier. Any Option or portion thereof not exercised prior to such date
shall expire at such time unless the Participant dies during such period, in
which case Paragraph 6(b) shall
govern.
(b) Death. All
Options that have not vested as of the date of Participant’s death shall expire
as of the date of the Participant’s death, and all Options that have vested as
of the date of Participant’s death may be exercised only by Participant’s legal
representatives, heirs, legatees, or distributees and only within a period of
twelve (12) months following the date of Participant’s death, after which time
the Options shall expire.
(c) Disability. If
the Participant ceases to serve as a director of the Company during the term of
this Option by reason of the Participant’s disability (as defined in section
22(e)(3) of the Code), all Options granted to the Participant under this
Agreement that have not vested as of the date that the Participant ceases to be
an employee shall expire as of such date, and all Options that have vested as of
the date that the Participant ceases to be an employee may be exercised only by
the Participant or his guardian or legal representative and only within a period
of twelve (12) months following the date that the Participant ceases to be an
employee, after which time the Options shall expire unless the Participant dies
during such period, in which case Paragraph 6(b) shall govern.
7. Nontransferability. The
Option evidenced by this Agreement is nontransferable other than by will or the
laws of descent and distribution and shall be exercisable during the lifetime of
the Participant only by the Participant (or in the event of his disability (as
defined in section 22(e)(3) of the Code), by his guardian or legal
representative) and after his death, only by the Participant’s legal
representatives, heirs, legatees, or distributees.
8. Adjustments on Changes in
Shares. In the event of any change in the outstanding shares
of Stock by reason of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, reverse stock split, spinoff,
combination or exchange of shares or other corporate change, the Committee, in
its sole discretion, may make such substitution or adjustment, if any, as it
deems to be equitable or appropriate, as to (i) the number or kind of shares
subject to the Option; (ii) subject to the limitation contained in Paragraph 12, the Exercise Price applicable to the
Option; (iii) any measure of performance that relates to the Option in order to
reflect such change in the Stock and/or (iv) any other affected terms of the
Option.
9. Amendment and
Termination. Subject to the terms and provisions of the Plan,
this Agreement may be amended or terminated only by a written agreement executed
by the Company and the Participant. The amendment or termination of
the Plan shall not operate to modify the terms and conditions of this Agreement
or any Option evidenced by this Agreement without the Participant’s consent,
and, notwithstanding the termination of the Plan, such Agreement and Option
shall be construed in accordance with the substantive provisions of the Plan as
necessary to give effect to this Agreement or any Option still in existence.
10. Legend on Stock
Certificates. Certificates evidencing the shares of Stock
issued upon exercise of an Option, to the extent appropriate at the time, shall
have noted conspicuously on the certificates a legend intended to give all
persons full notice of the existence of the conditions, restrictions, rights and
obligations set forth herein and in the Plan.
3
11. Change of
Control. Notwithstanding any provision of this Agreement to
the contrary, in the event of a Change of Control or an agreement to effect a
Change of Control, all Nonvested Shares shall become fully exercisable Vested
Shares to the full extent of the unexercised portion of the original
grant.
12. Repricing. The
Committee shall not, without the further approval of the Board of Directors, (i)
authorize the amendment of this Option to reduce the Exercise Price of this
Option or (ii) grant a replacement Option upon the surrender and
cancellation of this Option for the purpose of reducing the Exercise Price of
this Option. Nothing contained in this section shall affect the right
of the Committee to make any adjustment permitted under Paragraph 8.
13. No Rights as a
Shareholder. Notwithstanding the exercise of an Option, a
Participant shall have no rights as a shareholder with respect to shares covered
by an Option until the date the certificates evidencing the shares of Stock are
issued (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). No adjustment will
be made for dividends or other rights the record date for which is prior to the
date of issuance. Upon issuance of the certificates evidencing the
shares of Stock acquired upon exercise of an Option, such shares of Stock shall
be deemed to be transferred for purposes of section 421 of the Code and the
regulations promulgated thereunder.
14. Interpretation. When
a reference is made in this Agreement to a Paragraph, Exhibit or Schedule, such
reference will be to a Paragraph of, or Exhibit or Schedule to, this Agreement
unless otherwise indicated. The words “hereof,” “herein” and
“hereunder” and words of similar import when used in this Agreement will refer
to this Agreement as a whole and not to any particular provision in this
Agreement.
15. Notices. Any
notice or other communication required or permitted to be made hereunder shall
be in writing, duly signed by the party giving such notice or communication and
shall be deemed to have been properly delivered if delivered personally or by a
recognized overnight courier service, or sent by first-class certified or
registered mail, postage prepaid, as follows (or at such other address for a
party as shall be specified by like notice): (i) if given to the Company, at its
principal place of business, and (ii) if to the Participant, at the address set
forth on page 1. Any notice properly given hereunder shall be
effective on the date on which it is actually received by the party to whom it
was addressed; provided however, that for a notice of exercise to be effective,
such notice must be in conformity with the Plan and this Agreement, as
determined by the Committee, in its sole discretion.
16. Incorporation By Reference;
Relationship to Plan. This Agreement is being executed and
delivered pursuant to the Plan, all of the terms of which are incorporated by
reference into, and made a part of, this Agreement. To the extent not
specifically provided in this Agreement or otherwise required by context, all
capitalized terms used in this Agreement but not defined herein shall have the
same meanings ascribed to them in the Plan. In the event of an
irreconcilable conflict between the terms of the Plan and this Agreement, the
terms of the Plan shall prevail. The Company shall provide a copy of
the Plan to Participant upon written request to the Company at its principal
place of business.
4
EXHIBIT
A
NOTICE
OF EXERCISE
Grand River Commerce,
Inc.
0000 Xxxxxx Xxxxxx,
XX
Xxxxxxxxxx,
Xxxxxxxx 00000
Attn: President
Re: Exercise of Non-Qualified
Stock Option
Gentlemen:
I hereby
give notice of my election to exercise options granted to me to purchase
_________ shares of common stock of the Company under the Stock Option Award
Agreement (“Agreement”), dated as of ____________. The purchase shall
take place as of __________, ____ (“Exercise Date”). All
capitalized terms used, but not otherwise defined, herein shall have the
meanings given them in the Agreement.
On or
before the Exercise Date, I will pay the Exercise Price as follows:
o by
delivery of cash or check, Company draft, money order or wire transfer of good
funds payable to the Company in the amount of $___________, which amount
represents the full purchase price of the shares of Stock to be issued upon
exercise hereof.
o if
permitted by the Committee and by the terms of the Plan, and upon any such
conditions imposed by the Company, by delivery of _________ whole shares of
Stock owned by me prior to the Exercise Date.
o by
delivery of cash or check, Company draft, money order or wire transfer of good
funds payable to the Company in the amount of $___________, which amount
represents a portion of the purchase price of the shares of Stock to be issued
upon exercise hereof and, if permitted by the Committee and the terms of the
Plan, and upon any such conditions imposed by the Committee, by delivery of
_________ shares of Stock owned by me prior to the Exercise Date.
The
required federal, state, foreign and local income tax withholding obligations,
if any, on the exercise of the Option shall be satisfied on or before the
Exercise Date in the manner provided in the Agreement. As soon as the
stock certificate is registered in my name, please deliver it to me at address
set forth above.
Unless
the shares to be issued upon the exercise of the Option evidenced by this notice
are registered for issuance to and resale by me pursuant to an effective
registration statement on Form S-8 (or successor form) filed under
the Securities Act of 1933, as amended (“Securities Act”), I hereby
represent, warrant, covenant, and agree with the Company as
follows:
1. The
shares of Stock being acquired by me will be acquired for my own account without
the participation of any other person, with the intent of holding the Stock for
investment and without the intent of participating, directly or indirectly, in a
distribution of the Stock and not with a view to, or for resale in connection
with, any distribution of the Stock, nor am I aware of the existence of
any distribution of the Stock.
2. I
am not acquiring the Stock based upon any representation, oral or written, by
any person with respect to the future value of, or income from, the Stock but
rather upon an independent examination and judgment as to the prospects of the
Company.
3. The
Stock was not offered to me by means of publicly disseminated advertisements or
sales literature, nor am I aware of any offers made to other persons by such
means.
4. I
am able to bear the economic risks of the investment in the Stock, including the
risk of a complete loss of my investment therein.
5. I
understand and agree that the Stock will be issued and sold to me without
registration under any federal or state law relating to the
registration of securities for sale, and will be issued and sold in reliance on
the exemptions from registration under federal and applicable state securities
laws.
6. The
Stock cannot be offered for sale, sold or transferred by me other than pursuant
to an effective registration under the Securities Act or in a transaction
otherwise in compliance with the Securities Act and evidence satisfactory to the
Company of compliance with the applicable securities laws of other
jurisdictions. The Company shall be entitled to rely upon an opinion
of counsel satisfactory to it with respect to compliance with the above
laws.
7. The
Company will be under no obligation to register the Stock or to comply with any
exemption available for sale of the Stock without registration or filing, and
the information or conditions necessary to permit routine sales of securities of
the Company under Rule 144 under the Securities Act are not now available and no
assurance has been given that it or they will become available. The Company is
under no obligation to act in any manner so as to make Rule 144 available with
respect to the Stock.
8. I
have had complete access to and the opportunity to review and make copies of all
material documents related to the business of the Company, including, but not
limited to, contracts, financial statements, tax returns, leases, deeds and
other books and records. I have examined such of these documents as I
wished and am familiar with the business and affairs of the
Company. I realize that the purchase of the Stock is a speculative
investment.
9. I
have had the opportunity to ask questions of and receive answers from the
Company and any person acting on its behalf and to obtain all material
information reasonably available with respect to the Company and its
affairs. I have received all information and data with respect to the
Company which I have requested and which I have deemed relevant in connection
with the evaluation of the merits and risks of my investment in the
Company.
10. I
have such knowledge and experience in financial and business matters that I am
capable of evaluating the merits and risks of the purchase of the Stock
hereunder and I am able to bear the economic risk of such purchase.
11. The agreements,
representations, warranties and covenants made by me herein extend to and apply
to all of the Stock issued to me pursuant to the Agreement, and the Company is
entitled to rely on these agreements, representations, warranties and covenants
in issuing the shares of Stock upon the exercise of the Option evidenced by this
notice. Acceptance by me of the certificate representing such Stock
shall constitute a confirmation by me that all such agreements, representations,
warranties and covenants made herein shall be true and correct at that
time.
Very truly yours,
__________________________
AGREED TO AND ACCEPTED
AS
OF THE ___ DAY OF __________, ______:
GRAND
RIVER COMMERCE, INC.
By:_________________________________
Name:_______________________________
Title:________________________________
SCHEDULE
1
VESTING
SCHEDULE
Except as
otherwise expressly provided in the Agreement, the Options shall become vested
in accordance with the following schedule:
|
Percent
of Shares For Which Options Are Vested
|
As
of
|
|
