STOCK OPTION AGREEMENT
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FOR NON-STATUTORY STOCK OPTIONS
PURSUANT TO THE
XXXXX BANCORP, INC.
2005 STOCK OPTION PLAN
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NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of _______ shares of Common Stock of Xxxxx
Bancorp, Inc. (the "Company") is hereby granted to _______________ (the
"Optionee") at the price determined as provided in, and in all respects subject
to the terms, definitions and provisions of the 2005 Option Plan (the "Plan")
adopted by the Company which is incorporated by reference herein, receipt of
which is hereby acknowledged. Such Stock Options do not comply with Options
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granted under Section 422 of the Internal Revenue Code of 1986, as amended.
1. Option Price. The Option price is $_____ for each Share, being 100%
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of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (December 20, 2005).
2. Exercise of Option. (a) This Option shall be immediately exercisable
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on the date of grant.
A. Upon the death of the Optionee, all Options shall be exercisable by the
Beneficiary or the personal representative of his estate or person or persons to
whom his rights under such option shall have passed by will or by the laws of
descent and distribution, for a period of two years from the date of death, but
not later than the remaining term of such Options.
B. All Options are exercisable for a period of ten years from the date of grant
during periods of continued service of the Optionee as a director or director
emeritus.
C. Upon the termination of service of such director, absent appointment as a
director emeritus, or upon the death or disability of the director, such options
shall cease to be exercisable three months from termination of service of such
director.
D. Upon the disability of such director as determined by the Committee, such
option shall remain exercisable for two years from such date of termination of
service.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) 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);
(ii) Contain such representations and agreements as
to the holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(iii) 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
(iv) 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 shares of Company Common Stock, cash or
electronic funds transfer. 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.
(c) Restrictions on Exercise. This Option may not be exercised if the
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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 the Optionee's 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. Non-transferability of Option. This Option may not be transferred in
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any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding the foregoing, such
Options may be transferred for estate planning purposes in connection with
Section 6.01(a)(iii) of the Plan.
4. Term of Option. This Option may not be exercised more than ten (10)
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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 Agreement.
5. Related Matters. Notwithstanding anything herein to the contrary,
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additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Xxxxx Bancorp, Inc.
Date of Grant: December 20, 2005 By:
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Attest:
[SEAL]
OPTIONEE ACKNOWLEDGEMENT
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OPTIONEE DATE
NON-STATUTORY STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
XXXXX BANCORP, INC.
2005 STOCK OPTION PLAN
(Date)
Xxxxx Bancorp, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxxxxx, Xxx Xxxxxx 00000
Dear Sir:
The undersigned elects to exercise the Non-Statutory Stock Option to
purchase shares of Common Stock of Xxxxx Bancorp, Inc. under and pursuant to a
Stock Option Agreement dated ________________.
Delivered herewith cash, electronic funds transfer 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
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of Common Stock
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$ Total
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The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name
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Address
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Social Security Number
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Very truly yours,
