STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION PLAN
STOCK OPTION for a total of _____ shares of Common Stock,
par value $.01 per share, of Community Financial Corp. (the
"Company") is hereby granted to _______________ (the "Optionee")
at the price set forth herein, and in all respects subject to
the terms, definitions and provisions of the Community Financial
Corp. 1998 Reload Stock Option Plan (the "Plan") which has been
adopted by the Company and which is incorporated by reference
herein, receipt of which is xxxxxx acknowledged. Such Stock
Options do not comply with Options granted under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
1. Option Price. The option price is $_____ for each
share, being 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 provisions of the Plan as follows:
(i) Schedule of rights to exercise. This Option will
become fully (100%) exercisable upon the first annual
anniversary of the grant date; provided that the Optionee shall
forfeit this Option if (1) the Optionee's continuous service as
an employee or a director terminates before the date this Option
first becomes fully exercisable, or (2) the Optionee sells any
shares of Common Stock within one year of the date of grant of
this Option (unless said shares are sold to satisfy distribution
requirements to individual retirement accounts applicable to the
Code and treasury regulations thereunder).
(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;
(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.
Non-ISO Agreement
Page 2
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 having 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, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). 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, to the extent permissible
under Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly
established trust, 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.
COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION
PLAN COMMITTEE
___________________ By ________________________
Date of Grant
Attest ________________(Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
COMMUNITY FINANCIAL CORP.
1998 RELOAD STOCK OPTION PLAN
______________________
Date
Treasurer
Community Financial Corp.
000 X. Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000-0000
Re: Community Financial Corp. 1998 Reload Stock Option
Plan
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ________ shares, par value $.01, of Common
Stock of Community Financial Corp. under and pursuant to a Stock
Option Agreement dated _________________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers 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
$_____ in the form of the Company's withholding of
_______ shares of Common Stock, valued at
$_____ per share, that are subject to this
Option
$ Total
=====
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
___________________________
