Date:______________ Form Of Incentive Stock Option Agreement Under Home Federal Bancorp ____ Stock Option Plan
Exhibit
00.xx
Date:______________
Form
Of Incentive
Stock Option
Agreement
Under
Home Federal Bancorp
____
Stock Option Plan
Name:
You
are
hereby granted the option to purchase a total of __________ shares of the Common
Stock, without par value (“Common Stock”), of Home Federal Bancorp (the
“Corporation”) over the next ten years pursuant to the Corporation’s _____ Stock
Option Plan (the “Plan”), on the following terms and conditions:
1. The
purchase price of the shares of Common Stock subject to this option is $______
per share. You must pay this purchase price in cash at the time this option
is
exercised; provided, however, that with the approval of the Corporation’s Stock
Option Committee (the “Committee”), you may exercise your option by tendering to
the Corporation whole shares of the Corporation’s Common Stock owned by you, or
any combination of whole shares of the Corporation’s Common Stock owned by you
and cash, having a fair market value equal to the mean between the highest
and
lowest quoted selling prices for the shares on the date of exercise of the
option (or if there were no sales on such date the weighted average of the
means
between the highest and lowest quoted selling prices on the nearest date before
and the nearest date after the date of exercise of the option), as reported
in
The Wall Street Journal or a similar publication selected by the Committee.
To
exercise this option, you must send written notice to the Corporation’s
Secretary at the address noted in Section 12 hereof. Such notice shall state
the
number of shares in respect of which the option is being exercised, shall
identify the option exercised as an incentive stock option, and shall be signed
by the person or persons so exercising the option. Such notice shall be
accompanied by payment of the full cash option price for such shares or, if
the
Committee has authorized the use of the stock swap feature provided for above,
such notice shall be followed as soon as practicable by the delivery of the
option price for such shares. Certificates evidencing shares of Common Stock
will not be delivered to you until payment has been made. Under certain
circumstances, the Plan permits you to deliver a notice to your broker to
deliver the cash to the Corporation upon the receipt of such cash from the
sale
of the Corporation’s Common Stock. Contact the Secretary of the Corporation for
further information about this procedure if you are interested in
it.
2. The
term
of this option (the “Option Term”) shall be for a period of ten years from the
date of this letter, subject to earlier termination as provided in paragraphs
3
and 4 hereof. Except as otherwise provided below, the option may be exercised
at
any time, or from time to time, in whole or in part, until the Option Term
expires, but in no case may fewer than 100 such shares be purchased at any
one
time, except to purchase a residue of fewer than 100 shares.
3. If
you
cease to be an employee of the Corporation or any of its subsidiaries for any
reason other than retirement, permanent and total disability, or death, this
option shall forthwith terminate. If your employment by the Corporation or
any
of its subsidiaries is terminated by reason of retirement (which means such
termination of employment as shall entitle you to early or normal retirement
benefits under any then existing pension plan of the Corporation or one of
its
subsidiaries), you may exercise this option in whole or in part within three
years after such retirement, but not later than the date upon which this option
would otherwise expire; provided that if you remain a director or director
emeritus of the Corporation, the option may be exercised until the later of
three years after such retirement or six months after your service as a director
and/or director emeritus terminates, but not later than the date the option
would otherwise expire. If you cease to be an employee of the Corporation or
any
of its subsidiaries because of your permanent and total disability, you may
exercise this option in whole or in part at any time within one year after
such
termination of employment by reason of such disability, but no later than the
date upon which this option would otherwise expire.
4. If
you
die while employed by the Corporation or any of its subsidiaries, within three
years after the termination of your employment because of retirement (or if
later, six months following your termination of service as a director or
director emeritus of the Corporation if you were serving as such at the time
of
your retirement), or within one year after the termination of your employment
because of permanent and total disability, this option may be exercised in
whole
or in part by your executor, administrator, or estate beneficiaries at any
time
within one (1) year after the date of your death but not later than the date
upon which this option would otherwise expire.
5. This
option is non-transferable otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order. It may be
exercised only by you, or, if you die, by your executor, administrator, or
beneficiaries of your estate who are entitled to your option.
6. All
rights to exercise this option will expire, in any event, ten years from the
date of this letter.
7. Certificates
evidencing shares issued upon exercise of this option may bear a legend setting
forth among other things such restrictions on the disposition or transfer of
the
shares of the Corporation as the Corporation may deem consistent with applicable
federal and state laws.
8. Nothing
in this option shall restrict the right of the Corporation or its subsidiaries
to terminate your employment at any time with or without cause.
9. This
option is subject to all the terms, provisions and conditions of the Plan,
which
is incorporated herein by reference, and to such regulations as may from time
to
time be adopted by the Corporation’s Stock Option Committee. A copy of the Plan
has been furnished to you and an additional copy may be obtained from the
Corporation. In the event of any conflict between the provisions of the Plan
and
the provisions of this letter, the terms, conditions and provisions of the
Plan
shall control, and this letter shall be deemed to be modified
accordingly.
10. This
Stock Option Agreement is intended to grant an option which meets all of the
requirements of incentive stock options as defined in Section 422A of the
Internal Revenue Code. Subject to and upon the terms, conditions and provisions
of the Plan, each and every provision of this Agreement shall be administered,
construed and interpreted so that the option granted herein shall so qualify
as
an incentive stock option. Each provision of this Stock Option Agreement which
would prevent this option from qualifying as an incentive stock option, if
any,
shall be void.
11. You
agree
to advise the Corporation immediately upon any sale or transfer of any shares
of
Common Stock received upon exercise of this option to the extent such sale
or
transfer takes place prior to the later of (a) two years from the date of grant,
or (b) one year from the date of exercise of this option.
12. All
notices by you to the Corporation and your exercise of the option herein
granted, shall be addressed to Home Federal Bancorp, 000 Xxxx Xxxxxx Xxxxxx,
X.X. Xxx 000, Xxxxxxx, Xxxxxxx 00000-0000, Attention: Secretary, or such other
address as the Corporation may, from time to time, specify.
13. This
option may not be exercised until the Corporation has been advised by counsel
that all applicable legal requirements have been met.
Very
truly yours,
By:
Xxxx
X.
Xxxxx, Xx.
President and Chief Executive Officer
Accepted
on the date above written:
Name
