EXHIBIT 99.4
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
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Agreement for Non-Incentive Stock Options
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THIS STOCK OPTION (the "Option") grants _____________________________ (the
"Optionee") the right to purchase a total of __________ shares of Common Stock,
par value $.01 per share, of HopFed Bancorp, Inc. (the "Company"), at the price
set forth herein, in all respects subject to the terms, definitions and
provisions of the HopFed Bancorp, Inc. 1999 Stock Option Plan (the "Plan") which
is incorporated by reference herein. Such Stock Option does not comply with
Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). The Optionee acknowledges, through signing below, the
receipt of the prospectus associated with the Plan.
1. Exercise Price. The exercise price per share is $________, which equals
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
the Plan and the following provisions:
(i) Schedule of Rights to Exercise. The Optionee may immediately
exercise this Option with respect to 50% of the total shares specified
above, and may exercise this Option with respect to the remaining shares
upon remaining in the paid service of the Company or a subsidiary through
January 1, 2000.
(ii) Method of Exercise. This Option shall be exercisable by a 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;
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(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. In
addition, the Optionee may elect to pay for all or part of the
exercise price of the shares by having the Company withhold a number
of shares that are both subject to this Option and have a fair market
value equal to the exercise price. 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, the Optionee may transfer this Option to the Optionee's spouse,
lineal ascendants, lineal descendents, or to a duly established trust for their
benefit, provided 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.
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________________________ HOPFED BANCORP, INC.
Date of Grant 1999 STOCK OPTION PLAN COMMITTEE
By:____________________________________
Authorized Member of the Committee
Witness:_______________________________
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
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Form for Exercise of
Non-Incentive Stock Options
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Treasurer
HopFed Bancorp, Inc.
0000 Xxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Re: HopFed Bancorp, Inc. 1999 Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _______ shares, par value $.01, of Common Stock of HopFed Bancorp, Inc.
(the "Company") under and pursuant to a Stock Option Agreement dated
_____________, 199_.
Delivered herewith is a certified or bank cashier's or teller's 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
$_____ in the form of ______ shares of Common Stock, valued at $_______
per share
$ TOTAL
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The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name _________________________________________________________________________
Address ______________________________________________________________________
Social Security Number _______________________________________________________
____________________
Date
Very truly yours,
____________________
