EXHIBIT 4.2
Form of Stock Option Agreement to be entered into
with respect to Incentive Stock Options
STOCK OPTION AGREEMENT
----------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
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STOCK OPTIONS for a total of shares of Common Stock of WHG Bancshares
Corporation (the "Company"), which Option is intended to qualify as an Incentive
Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended,
is hereby granted to ____________ (the "Optionee"), at the price determined as
provided in, and in all respects subject to the terms, definitions and
provisions of the 1996 Stock Option Plan (the "Plan") adopted by the Company
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
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. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan, provided the holder of such Option is an employee
of the Company as of such date, as follows:
(a) Schedule of Rights to Exercise.
Date
---- Percentage of
Total Shares
Awarded Which
Are Exercisable/
Options Non-forfeitable
------- ---------------
Upon grant..................................... 0 0%
As of , 1997.............. 20%
---------------- ---- -----
As of , 1998.............. 40%
---------------- ---- -----
As of , 1999.............. 60%
---------------- ---- -----
As of , 2000.............. 80%
---------------- ---- -----
As of , 2001.............. 100%
---------------- ---- -----
Options awarded to the Optionee shall continue to vest annually during
such period that the Optionee serves as an employee of Heritage Savings Bank,
FSB or the Company. Notwithstanding any provisions in this Section 2, in no
event shall this Option be exercisable prior to six months following the date of
grant. Options shall be 100% vested and exercisable upon the death or disability
of the Optionee, or upon a Change in Control of the Company, subject to
non-objection by the Office of Thrift Supervision.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) 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);
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;
(iii) 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
(iv) 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 certified or bank cashier's or teller's
check. 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.
(c) Restrictions on Exercise. This 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 the Optionee's 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. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
4. Term of Option. This Option may not be exercised more than ten (10)
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.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
WHG Bancshares Corporation
Date of Grant: By:
------------------------- ---------------------------
Attest:
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[SEAL]
3
INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
-----------
(Date)
WHG Bancshares Corporation
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
______________ shares of Common Stock of WHG Bancshares Corporation under and
pursuant to a Stock Option Agreement dated _______________, 19____.
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
-------
of Common Stock
-------
$ Total
=======
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
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Very truly yours,
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