FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
EXHIBIT 10.4
FORM OF
Granted by
under the
CENTRAL PLAINS BANCSHARES, INC. 2024 EQUITY INCENTIVE PLAN
This Non-Qualified Stock Option Award Agreement (“Option” or “Agreement”)
is and will be subject in every respect to the provisions of the Central Plains Bancshares, Inc. 2024 Equity Incentive Plan (the “Plan”),
which are incorporated herein by reference and made a part of this Agreement, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The
holder of this Option (the “Participant”) hereby accepts the Option, subject to all the terms and provisions of the Plan and
this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors of Central Plains Bancshares, Inc. will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted
assigns. Except where the context otherwise requires, the term “Company” means Central Plains Bancshares, Inc., including its
present and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.
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1.
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Name of
Participant:___________________________
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2.
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Date of Grant:___________________________
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this
Option.
(subject to adjustment pursuant to Section 9 hereof).
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•
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This is a Non-Qualified Option.
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4.
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Exercise price per share: $___________________________
(subject to adjustment pursuant to Section 9 hereof)
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| 5. |
Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration date.
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| 6. |
Vesting Schedule. Unless sooner vested in accordance with the
terms of the Plan and this Agreement, the Option granted hereunder will vest (i.e., become exercisable) in accordance with the following
schedule:
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Vesting Date Number of Options Exercisable
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| 7. |
Exercise Procedure and Delivery of Notice of Exercise of Option.
This Option may be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice
of Exercise of Option” attached hereto as Exhibit A or as otherwise acceptable to the Company) setting forth the number of shares with
respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee and in accordance with the Plan.
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| 8. |
Delivery of Shares. Delivery of shares of Stock upon the
exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act of 1933, as amended) and the applicable requirements of any securities exchange or similar entity.
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| 9. |
Adjustment Provisions. This Option, including the number of
shares subject to the Option and the Exercise Price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
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| 10. |
Accelerated Vesting and Exercisability Period.
Notwithstanding the vesting schedule set forth in Section 6 of this Agreement, the vesting and exercisability of this Option upon a Termination of Service in certain events will be as follows: |
| 10.1 |
Death. In the event of the Participant’s Termination of Service
by reason of death, any unvested portion of this Option will vest and become exercisable, and any unexercised portion of the Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1)
year from the Participant’s death, but in no event beyond the expiration date of the Option.
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| 10.2 |
Disability. In the event of the Participant’s Termination of
Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and become exercisable, and any unexercised portion of the Option may thereafter be exercised by the Participant or the Participant’s legal
representative for a period of one (1) year from the Participant’s death, but in no event beyond the expiration date of the Option.
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| 10.3 |
Termination of Service at or Following a Change in Control. In
the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the Option will vest and become exercisable, and any unexercised portion of the Option may be exercised by the
Participant or the Participant’s legal representative for a period of one (1) year from the Participant’s death, but in no event beyond the expiration date of the Option.
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| 10.4 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised will immediately expire and be forfeited.
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| 10.5 |
Retirement. In the event of the Participant’s Termination of
Service by reason of the Participant’s Retirement, vested Options may be exercised for a period of one (1) year from the date of Termination of Service. Options that have not vested will expire and be forfeited on the date of Termination of
Service by reason of Retirement. “Retirement” has the meaning set forth in Article 8 of the Plan.
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| 10.6 |
Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability, Involuntary Termination at or following a
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Change in Control, or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and may be exercised
for a period of three (3) months from the Participant’s Termination of Service, but in no event beyond the expiration date of the Option.
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| 11. |
Miscellaneous.
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| 11.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of
such rights.
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| 11.2 |
Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the
Participant.
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| 11.3 |
At the discretion of the Committee, a Non-Qualified Option granted under the Plan may be transferable by the Participant, provided, however, that transfers will be
limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of Immediate Family Members or to charitable organizations, and provided further, that the transfers are not made for
consideration to the Participant.
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| 11.4 |
This Option will be subject to any required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company. The
Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares. The
Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
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| 11.5 |
This Agreement will be governed by and construed in accordance with the laws of the State of Nebraska.
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| 11.6 |
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the Participant at
any time, nor confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate.
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| 11.7 |
This Option is subject to forfeiture in accordance with the provisions of Sections 7.17 and 7.20 of the Plan.
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| 11.8 |
This Option is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions
hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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| 11.9 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of Plan will control.
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| 11.10 |
This Agreement shall be binding upon any successor of the Company, in accordance with the terms of the Agreement and the Plan.
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[Signature Page to Follow]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the
date of grant of this Option set forth above.
CENTRAL PLANS BANCSHARES, INC.
Name:
________________________________
Title:_________________________________
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the
terms and provisions of the Central Plains Bancshares, Inc. 2024 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Central Plains Bancshares, Inc. 2024 Equity Incentive Plan and related prospectus.
PARTICIPANT
Name:
________________________________
Signature Page to Non-Qualified Stock Option Award Agreement
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EXHIBIT A
NOTICE OF EXERCISE OF OPTION
I, ______________________________, hereby exercise the stock option (the “Option”) granted to me by Central Plains Bancshares, Inc. (the “Company”)
or its affiliate, subject to all the terms and provisions set forth in the Non-Qualified Stock Option Award Agreement (the “Agreement”)
and the Central Plains Bancshares, Inc. 2024 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my
desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______
per share.
I elect to pay the exercise price by:
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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My check in the sum of $_______ and stock of the Company with a fair market
value of $______, in full/partial payment of the purchase price.*
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A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum
required tax withholding).
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Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to
all terms and provisions set forth in the Agreement and the Plan.
I hereby represent that it is my intention to acquire these shares for the following purpose:
___ investment
___ resale or distribution
Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities
Act of 1933, as amended (the "Securities Act"), the shares you acquire through this Option exercise, the Company or transfer
agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.
Date: _______________, 20___ _________________________________________
Participant’s signature
* If I elect to exercise by xxxxxxxxxx shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the
shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I
will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option
shares that I acquire.
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