Form of Non-Qualified Stock Option Agreement Under the Third Century Bancorp Stock Option Plan For Employees
Exhibit
10.2
[Date]
Under
the Third Century Bancorp
Stock
Option Plan
For
Employees
[Name
of
Optionee:]
You
are
hereby granted the option to purchase a total of _______ shares of the Common
Stock, without par value (“Common Stock”), of Third Century Bancorp (the
“Holding Company”) over the next ten years and one day pursuant to the Holding
Company’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
Holding Company’s Stock Option Plan Committee (the “Committee”), beginning on
and after June 30, 2007, you may exercise your option by tendering to the
Holding Company whole shares of the Holding Company’s Common Stock owned by you,
or any combination of whole shares of Holding Company Common Stock owned by
you
and cash, having a fair market value equal to the cash exercise price of the
shares with respect to which the option is exercised by you. For this purpose,
any shares so tendered shall be deemed to have 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 Holding Company’s Secretary at the address noted in
Section 10 hereof. Such notice shall state the number of shares in respect
of
which the option is being exercised, shall identify the option exercised as
a
non-qualified 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 Holding Company upon the receipt
of
such cash from the sale of the Holding Company Common Stock. Contact the
Secretary of the Holding Company 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 and one
day from the date of this letter, subject to earlier termination as provided
in
paragraphs 3 and 4 hereof. 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.
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3. If
you
cease to be an employee of the Holding Company or any of its subsidiaries for
any reason other than retirement, permanent and total disability, or death,
this
option shall terminate [30 days after your termination of employment]. If your
employment by the Holding Company 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 Holding Company or one of its subsidiaries), you may
exercise this option to the extent it was exercisable at the date of your
retirement 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,
however, that if you are a director or a director emeritus of the Holding
Company at the time of your retirement, the option shall continue to vest while
you serve as director or director emeritus and you may exercise this option
in
whole or in part until the later of (a) three years after your date of
retirement or (b) six months after your service as a director and/or director
emeritus of the Holding Company terminates, but not later than the date upon
which this option would otherwise expire. If you cease to be an employee of
the
Holding Company 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
not later than the date upon which this option would otherwise
expire.
4. If
you
die while employed by the Holding Company 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 Holding Company), 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. If
you
die while serving as a director or director emeritus of the Holding Company
or
its subsidiaries, within six months after you are no longer a director or
director emeritus of the Holding Company or its subsidiaries for reasons other
than disability, or within one (1) year after the date you ceased to be a
director or director emeritus by reason of your 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.
6. 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 your guardian, if any, or, if you die, by your
executor, administrator, or beneficiaries of your estate who are entitled to
your option.
7. All
rights to exercise this option will expire, in any event, ten years and one
day
from the date of this letter.
8. 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 Holding Company as the Holding Company may deem consistent with
applicable federal and state laws.
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9. Nothing
in this option shall restrict the right of the Holding Company or its
shareholders to terminate your service as a director at any time with or without
cause.
10. 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 Committee. A copy of the Plan has been furnished to
you
and an additional copy may be obtained from the Holding Company. 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.
11. All
notices by you to the Holding Company and your exercise of the option herein
granted, shall be addressed to Third Century Bancorp, 00 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx 00000, Attention: Secretary, or such other address as the
Holding Company may, from time to time, specify.
12. This
option may not be exercised until the Holding Company has been advised by
counsel that all other applicable legal requirements have been met.
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Very
truly yours,
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By:
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Xxxxxx
X. Xxxxxxx, President and
Chief
Executive Officer
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Accepted
on the date above written:
_______________________________
[Name
of
Optionee]
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