Exhibit 10.1 (b)
FNB BANKSHARES NON-QUALIFIED STOCK OPTION AGREEMENT
Incentive Stock Option Agreement dated _____________, 2001 between FNB
Bankshares, a Maine corporation (the "Company") and _________________, an
[employee] of the Company (the "Optionee").
By action taken by the Board of Directors of the Company and approved by
its stockholders, a Stock Option Plan (the "Plan") has been adopted. Pursuant
to the Plan, the Company has granted an incentive stock option to the Optionee
to purchase shares of its Common Stock, par value $.80 per share ("Common
Stock"). The Company and the Optionee desire to enter this Agreement to
evidence such option.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:
A. The Company hereby evidences its grant to the Optionee of the right
and option (the "Option") to purchase all or any part of an aggregate of
__________ full shares of Common Stock at a purchase price of $______ per share
on the terms and conditions herein set forth.
B. The term of the Option shall be for a period of TEN YEARS from the
date hereof or for such shorter period as prescribed herein. The Option shall
be exercisable in installments as follows: (i) on and after (a) the first
anniversary of the effective date of this Agreement, to the extent of 25% of
the total number of shares to which the Option relates; (ii) on and after the
second anniversary of the effective date of this Agreement, to the extent of
50% of said total (including that portion exercisable pursuant to clause (i)
above); (iii) on and after the third anniversary of the effective date of this
Agreement, to the extent of 75% of said total (including that portion
exercisable pursuant to clauses (i) and (ii) above); and (iv) on and after the
fourth anniversary of the effective date of this Agreement, to the extent of
100% of said total.
C. The portion of the Option that has become vested as of the
termination of the Optionee's employment with the Company shall terminate
thirty (30) days after such termination if such termination occurs other than
(a) following or in connection with an event constituting "cause", in which
case the Option shall terminate immediately, or (b) upon death, disability or
retirement, which are governed by the Plan. The term "cause" means a
determination by the Company that the Optionee (1) refused to obey lawful
orders of the President or other officer of the Company, (2) breached or
neglected his duties hereunder, (3) committed any act of moral turpitude or any
act involving dishonesty or fraud, or (4) committed any act constituting a
violation of an important Company policy or a violation of criminal or civil
law relating to the Optionee's performance of his duties or having the
potential to negatively impact the Company. Any dispute as to whether cause
exists shall be resolved by binding, confidential arbitration conducted in
Portland, Maine before a single arbitrator chosen by the American Arbitration
Association ("AAA"), such arbitration to be conducted in accordance with the
Commercial Arbitration Rules of AAA.
D. This Option is subject to all the provisions of the Plan.
IN WITNESS WHEREOF, the Optionee has hereunto set his hand and the Company
has caused this Option Agreement to be duly executed by an officer thereunto
duly authorized.
FNB BANKSHARES
________________________________ By:_________________________________
[Name of Optionee] Its President
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