STOCK OPTION AGREEMENT
FOR STOCK OPTIONS PURSUANT TO THE
GFS BANCORP, INC.
1997 STOCK OPTION PLAN
STOCK OPTION for a total of ___________ shares of Common
Stock, par value $.01 per share, of GFS Bancorp, Inc. (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 GFS
Bancorp, Inc. 1997 Stock Option Plan (the "Plan") which has been
adopted by the Company and which is incorporated by reference
herein, receipt of which is hereby 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 ___% 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. Each option will
become fully (100%) exercisable immediately upon the date of its
grant.
(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.
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. 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. 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.
GFS BANCORP, INC.
1997 STOCK OPTION PLAN COMMITTEE
___________________ By _______________________________
Date of Grant
Attest _____________________ (Seal)
STOCK OPTION EXERCISE FORM
PURSUANT TO THE
GFS BANCORP, INC.
1997 STOCK OPTION PLAN
________________________
Date
Treasurer
GFS Bancorp, Inc.
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000-0000
Re: GFS Bancorp, Inc. 1997 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 GFS Bancorp, Inc. 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
________ _____ shares of Common Stock, valued at
$____ per share
$ 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,
_____________________________
