FIRST NORTHERN BANK OF XXXXX
1997 EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
_____ Original Application Enrollment Date: _________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. ____________________________ hereby elects to participate in the First
Northern Bank of Xxxxx 1997 Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan") and subscribes to purchase shares of the Bank's Common Stock in
accordance with this Participation Agreement and the Employee Stock Purchase
Plan.
2. I understand that the initial Participation Period will commence on
__________________ and end on __________________.
3. I hereby authorize payroll deductions, as follows, from each paycheck on
each payday (not to exceed 10%) during the Participation Period in accordance
with the Employee Stock Purchase Plan.
$_________ per paycheck (not to exceed 10% of compensation)
4. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price determined
in accordance with the Employee Stock Purchase Plan. I understand that if I do
not withdraw from a Participation Period, any accumulated payroll deductions
will be used to automatically exercise my option.
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5. I have received a copy of the complete "First Northern Bank of Xxxxx
1997 Employee Stock Purchase Plan." I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan.
6. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of:
-----------------------------------------------------.
7. I understand that if I dispose of any shares received by me pursuant to
the Employee Stock Purchase Plan within 2 years after the Enrollment Date (the
first day of the Participation Period during which I purchased such shares), I
will be treated for federal income tax purposes as having received (i) ordinary
income at the time of such disposition in an amount equal to the excess of the
fair market value of the shares at the time such shares were purchased over the
price which I paid for the shares and (ii) capital gain (loss) at the time of
such disposition in an amount equal to the difference between the fair market
value of the shares on the date of disposition and their fair market value on
the date such shares were purchased. I hereby agree to notify the Bank in
writing within 30 days after the date of any such disposition and I will make
adequate provision for federal, state or other tax withholding obligations, if
any, which arise upon the disposition of the Common Stock. The Bank may, but
will not be obligated to, withhold from my compensation the amount necessary to
meet any applicable withholding obligation including any withholding necessary
to make available to the Bank any tax deductions or benefits attributable to
sale or early disposition of Common Stock by me. If I dispose of such shares at
any time after the expiration of the 2-year holding period, I understand that I
will be treated for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be taxed as ordinary
income only to the extent of an amount equal to the lesser of (1) the excess of
the fair market value of the shares at the time of
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such disposition over the purchase price which I paid for the shares, or
(2) 15% of the fair market value of the shares on the first day of the
Participation Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.
8. I understand and agree that shares purchased pursuant to the Employee
Stock Purchase Plan may not be sold or transferred by me (except for transfers
resulting from my death) for a one-year period following the purchase of the
shares and, that during this one-year period, the shares will be held for my
account by the Plan Administrator.
9. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Participation Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.
10. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:
NAME: (Please print)
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(First) (Middle) (Last)
-----
---------------------------- -----------------------------------------------
Relationship
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(Address)
NAME: (Please print)
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(First) (Middle) (Last)
-----
---------------------------- -----------------------------------------------
Relationship (Address)
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Employee's Social
Security Number: ________________________________________
Employee's Address: ------------------------------------------
------------------------------------------
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I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE PARTICIPATION PERIODS UNLESS TERMINATED BY ME IN
ACCORDANCE WITH THE EMPLOYEE STOCK PURCHASE PLAN.
Dated: _________________ _________________________________
Signature of Employee
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FIRST NORTHERN BANK OF XXXXX
1997 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the First Northern Bank of Xxxxx 1997
Employee Stock Purchase Plan (the "Plan") during the Participation Period which
began on ________________, 19__ (the "Period Commencement") hereby notifies the
Bank that he or she hereby withdraws from the Plan. He or she hereby directs the
Bank to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Participation
Period. The undersigned understands and agrees that his or her right to purchase
shares for such Participation Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Participation Period and the
undersigned shall be eligible to participate in succeeding Participation Periods
only by delivering to the Bank a new Participation Agreement.
Name and Address of Participant
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Signature
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Date: _________________________
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