EXHIBIT 10.3
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
FIRST BANCTRUST CORPORATION 2002 STOCK OPTION PLAN
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made as of this
__________ day of ___________________, 200__, between First BancTrust
Corporation, a Delaware Corporation (the "Company"), and (the "Optionee").
WHEREAS, the Company wishes to further align the interests of the Optionee
with those of stockholders;
WHEREAS, on May 15, 2003 (the "Grant Date"), the Board of Directors
granted Incentive Stock Options under the First BancTrust Corporation 2002 Stock
Option Plan (the "Plan") to certain employees of the Company, including the
Optionee; and
WHEREAS, the parties desire to document the terms of the stock option
grants;
NOW THEREFORE, the parties agree as follows:
1. GRANT OF OPTIONS. The Company has granted Incentive Stock Options to
purchase _____ shares of Company Common Stock to the Optionee (the "Options").
Once vested, each Option is exercisable at a price of $19.74 per share of the
Company's Common Stock (the "Option Price").
2. VESTING OF OPTIONS. Options are not exercisable until they vest. Except
as otherwise provided herein, 20% of the Options shall be exercisable as of the
first anniversary of the Grant Date (i.e, May 15, 2004), and an additional 20%
of the Options shall be exercisable as of each successive anniversary of the
Grant Date. All Options which have not previously vested shall immediately vest
and become fully exercisable upon the Disability, Retirement or death of the
Optionee. In addition, all Options which have not previously vested shall
immediately vest and become fully exercisable upon a Change in Control of the
Company.
3. EXPIRATION OF OPTIONS. Unless otherwise determined by the Committee for
the Plan, to the extent not previously exercised, the Options will expire on the
earliest of, (a) the tenth anniversary of the anniversary of the Option Date;
(b) 18 months after the date that the Optionee ceases to be an Employee for any
reason other than, Retirement, Disability or death, unless prior to such
cessation of employment, a Change in Control of the Company has occurred, in
which case this subsection b shall not apply; (c) 18 months after the date that
the Optionee ceases to be an Employee by reason of Retirement or Disability,
provided that in the event of Optionee's death within 18 months following
Retirement or Disability, the Optionee's beneficiary or beneficiaries shall have
until the later of such 18 month period or the period ending on the first
anniversary of Optionee's death; or (d) one year after the date that the
Optionee ceases to be an Employee by reason of such person's death.
Notwithstanding the foregoing, if Optionee exercises an Option more than 90 days
following termination of employment, or more than one year following death or
Disability, the Option shall be treated for tax purposes as a Non-Qualified
Option.
4. OPTIONEE RIGHTS. No rights or privileges of a stockholder of the
Company are conferred by reason of the granting of the Options. The Optionee
will not become a stockholder of the Company with respect to the Common Stock
subject to the Option ("Option Stock") unless and until the Options have been
properly exercised and the Option Price fully paid for the number of the Options
exercised.
5. TRANSFERABILITY. The Options are not transferable, except by the laws
of descent and distribution.
6. TERMS OF OPTIONS. This Agreement, and the Options issued to the
Optionee, are subject to all of the terms and conditions set forth herein and in
the Plan, as may be amended from time to time, a copy of which has been provided
to Optionee. To the extent that any conflict may exist between any term or
provision of this Agreement and any term or provision of the Plan, the Plan
shall govern. Capitalized terms referenced, but not defined herein, will have
the meaning attributed to them by the Plan. THE OPTIONEE ACKNOWLEDGES THAT HE OR
SHE HAS READ THE PLAN AND AGREES TO BE BOUND BY ITS TERMS. Pursuant to the Plan,
the Committee has authorized the Option Price and any applicable tax withholding
liability associated with exercise of the Options to be payable in cash,
tendering shares of previously acquired Common Stock of the Company or by
netting or withholding Option Stock granted pursuant to the Options being
exercised, subject to the Optionee's attesting to ownership of Company Common
Stock that may be required by the Committee.
7. WITHHOLDING. All deliveries and distributions under this Agreement may
be subject to withholding in accordance with applicable law, as determined by
the Company. At the election of the Optionee, and subject to such rules and
limitations as may be established by the Committee from time to time, such
withholding obligations may be satisfied through the surrender of shares of
Common Stock which the Optionee already owns, or shares of Option Stock to which
the Optionee is otherwise entitled under the Plan.
8. EARLY DISPOSITION OF STOCK. Optionee understands that if Optionee
disposes of any Common Stock received under this Option within two years after
the Grant Date or within one year after such shares of Common Stock were
transferred to such Optionee (in either case, a "Disqualifying Disposition"),
Optionee will be treated for federal income tax purposes as having received
ordinary income at the time of such disposition. Optionee hereby agrees to
notify the Company in writing within 30 days after the date of any such
disposition by executing the Notice of Disqualifying Disposition, which shall
state the number of shares sold or transferred, the date the shares were sold or
transferred, and the sale price, if applicable. Optionee understands that if
Optionee disposes of such Shares at any time after the expiration of such
two-year and one-year holding periods, any gain on such sale will be taxed as
long-term capital gain. The tax consequences described in this paragraph are
intended to generally reflect the federal tax law in effect on the Option Date
and the Optionee should consult with a tax advisor regarding the taxation of a
Disqualifying Disposition by Optionee.
8. Miscellaneous. This Agreement, together with the Plan, sets forth the
complete agreement of the parties concerning the subject matter hereof,
superseding all prior agreements,
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negotiations and understandings. Nothing contained in this Agreement will confer
upon the Optionee any right with respect to the continuation of his or her
status as an Employee. This Agreement shall be binding upon, and shall inure to
the benefit of, the Company and the Optionee, and their respective heirs,
personal legal representatives and successors. No change or modification of this
Agreement shall be valid unless the same is in writing and signed by the parties
hereto; provided, however, that the Optionee hereby covenants and agrees to
execute any amendment to this Agreement which shall be required or desirable (in
the opinion of the Company or its counsel) in order to comply with the laws
governing this Agreement. This Agreement will be governed by the substantive law
of the State of Illinois and may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
FIRST BANCTRUST CORPORATION
By: __________________________________
Optionee: ____________________________
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NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
FIRST BANCTRUST CORPORATION 2002 STOCK OPTION PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as of
this __________ day of ___________________, 200__, between First BancTrust
Corporation, a Delaware corporation (the "Company"), and
_________________________ (the "Optionee").
WHEREAS, the Company wishes to further align the interests of the Optionee
with those of stockholders;
WHEREAS, on May 15, 2003 (the "Grant Date"), the Board of Directors
granted Non-Qualified Options under the First BancTrust Corporation 2002 Stock
Option Plan (the "Plan") to certain directors and employees of the Company,
including the Optionee; and
WHEREAS, the parties desire to document the terms of the stock option
grants;
NOW THEREFORE, the parties agree as follows:
1. GRANT OF OPTIONS. The Company has granted Non-Qualified Options to
purchase _____ shares of Company Common Stock to the Optionee (the "Options").
Once vested, each Option is exercisable at a price of $19.74 per share of the
Company's Common Stock (the "Option Price").
2. VESTING OF OPTIONS. Options are not exercisable until they vest. Except
as otherwise provided herein, 20% of the Options shall be exercisable as of the
first anniversary of the Grant Date (i.e, May 15, 2004), and an additional 20%
of the Options shall be exercisable as of each successive anniversary of the
Grant Date. All Options which have not previously vested shall immediately vest
and become fully exercisable upon the Disability, Retirement or death of the
Optionee. In addition, all Options which have not previously vested shall
immediately vest and become fully exercisable upon a Change in Control of the
Company.
3. EXPIRATION OF OPTIONS. Unless otherwise determined by the Committee for
the Plan, to the extent not previously exercised, the Options will expire on the
earliest of, (a) the tenth anniversary of the anniversary of the Option Date;
(b) 18 months after the date that the Optionee ceases to be an Employee or
Non-Employee for any reason other than, Retirement, Disability or death, unless
prior to such cessation of employment, a Change in Control of the Company has
occurred, in which case this subsection b shall not apply; (c) 18 months after
the date that the Optionee ceases to be an Employee or Non-Employee Director by
reason of Retirement or Disability, provided that in the event of Optionee's
death within 18 months following Retirement or Disability, the Optionee's
beneficiary or beneficiaries shall have until the later of such 18 month period
or the period ending on the first anniversary of Optionee's death; or (d) one
year after the date that the Optionee ceases to be an Employee or Non-Employee
Director by reason of such person's death.
4. OPTIONEE RIGHTS. No rights or privileges of a stockholder of the
Company are conferred by reason of the granting of the Options. The Optionee
will not become a stockholder of the Company with respect to the Common Stock
subject to the Option ("Option Stock") unless and until the Options have been
properly exercised and the Option Price fully paid for the number of the Options
exercised.
5. TRANSFERABILITY. The Options are not transferable, except by the laws
of descent and distribution. Notwithstanding the foregoing, an Optionee who
holds vested Non-Qualified Options may transfer such Options to his or her
spouse, lineal ascendants, lineal descendants, or to a duly established trust
for the benefit of one or more of these individuals. Options so transferred may
thereafter be transferred only to the Optionee who originally received the grant
or to an individual or trust to whom the Optionee could have initially
transferred the Option pursuant to this section 5. Options which are transferred
pursuant to this section shall be exercisable by the transferee according to the
same terms and conditions as applied to the Optionee.
6. TERMS OF OPTIONS. This Agreement, and the Options issued to the
Optionee, are subject to all of the terms and conditions set forth herein and in
the Plan, as may be amended from time to time, a copy of which has been provided
to Optionee. To the extent that any conflict may exist between any term or
provision of this Agreement and any term or provision of the Plan, the Plan
shall govern. Capitalized terms referenced, but not defined herein, will have
the meaning attributed to them by the Plan. THE OPTIONEE ACKNOWLEDGES THAT HE OR
SHE HAS READ THE PLAN AND AGREES TO BE BOUND BY ITS TERMS. Pursuant to the Plan,
the Committee has authorized the Option Price and any applicable tax withholding
liability associated with exercise of the Options to be payable in cash,
tendering shares of previously acquired Common Stock of the Company or by
netting or withholding Option Stock granted pursuant to the Options being
exercised, subject to the Optionee's attesting to ownership of Company Common
Stock that may be required by the Committee.
7. WITHHOLDING. All deliveries and distributions under this Agreement may
be subject to withholding in accordance with applicable law, as determined by
the Company. At the election of the Optionee, and subject to such rules and
limitations as may be established by the Committee from time to time, such
withholding obligations may be satisfied through the surrender of shares of
Common Stock which the Optionee already owns, or shares of Option Stock to which
the Optionee is otherwise entitled under the Plan.
8. MISCELLANEOUS. This Agreement, together with the Plan, sets forth the
complete agreement of the parties concerning the subject matter hereof,
superseding all prior agreements, negotiations and understandings. Nothing
contained in this Agreement will confer upon the Optionee any right with respect
to the continuation of his or her status as an Employee or Non-Employee
Director. This Agreement shall be binding upon, and shall inure to the benefit
of, the Company and the Optionee, and their respective heirs, personal legal
representatives and successors. No change or modification of this Agreement
shall be valid unless the same is in writing and signed by the parties hereto;
provided, however, that the Optionee hereby covenants and agrees to execute any
amendment to this Agreement which shall be required or desirable (in the opinion
of the Company or its counsel) in order to comply with the laws governing this
Agreement. This Agreement will be governed by the substantive law of the State
of Illinois and may be executed in counterparts.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
FIRST BANCTRUST CORPORATION
By: __________________________________
Optionee: ____________________________
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