Exhibit 10.2(c)(i)
TRANSCOMMUNITY FINANCIAL CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
EMPLOYEE
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Granted <>
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This Non-Qualified Stock Option Agreement evidences the grant of a
Non-Qualified Stock Option to <> (the "Employee") pursuant to Article VI
of the TransCommunity Financial Corporation 2001 Stock Option Plan, as amended.
This Agreement also describes the terms and conditions of the Option evidenced
by this Agreement.
1. Grant of Option. In consideration of the services rendered by the Employee
to TransCommunity Financial Corporation (the "Company") or one of its
direct or indirect Subsidiaries, the Company hereby grants to the Employee
an option to purchase all or any part of a total of <> shares of
the Company's Common Stock at a price of $<> per share. This Option
is granted as of <> ("Award Date"). This Option is granted
pursuant to the Plan and is subject to the terms thereof.
2. Term.
(a) Normal Term. The term of this Option is 10 years from the Award
Date, or until <>, provided, however, that this
Option may be terminated earlier as provided below.
(b) Early Termination. This Option will terminate upon any of the
following events:
(i) Death. This Option will terminate one year after the death of
the Employee who dies while employed by the Company or one of
its Subsidiaries.
(ii) Disability. This Option will terminate one year after the
Employee's employment with the Company and its Subsidiaries
terminates on account of the Employee's disability (within the
meaning of Section 22(e)(3) of the Internal Revenue Code).
(iii) Retirement. This Option will terminate three months after the
Employee's retirement from employment with the Company and its
Subsidiaries at or after age 65.
(iv) Termination of Employment. (1) This Option will terminate on
the date the Employee's employment with the Company and its
Subsidiaries (A) is terminated at his employer's instigation
for "cause," or (B) is terminated by the Employee for any
reason other than death, disability or retirement. (2) This
Option will terminate three months after the Employee's
employment with the Company and its Subsidiaries is terminated
at his employer's instigation for reasons other than for
"cause." For purposes of this paragraph "cause" shall mean
continued neglect of duty, willful and material misconduct in
connection with the performance of the Employee's duties and
obligations, and any other conduct of the Employee involving
moral turpitude, commission of a crime or habitual drunkenness
of drug abuse, that would make retention of the Employee in
his position with his employer prejudicial to its best
interests.
3. Payment of Exercise Price. The exercise price will be payable in full upon
exercise of this Option purchase shares, and if approved by the Committee
at or prior to the time of exercise, such purchase price may be paid in
cash, or, if approved by the Committee at or prior to the time of
exercise, in shares of the Company's Common Stock which have been held by
the Employee for more than six months (which shall be valued as determined
by the Committee), or in a combination of cash and such Common Stock.
Payment hereunder may not otherwise be made by cashless exercise.
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4. Transferability. This Option may not be transferred by the Employee,
except upon the Employee's death by will or by the laws of descent and
distribution.
5. Exercise.
(a) Exercisability. This Option is first exercisable, in whole or in
part, from and after the applicable time provided below:
(i) Subject to earlier exercisability as provided in (ii) or
(iii) below, options with respect to (1) one-third of the
total number of shares awarded under this Agreement shall
be first exercisable on the first anniversary of the Award
Date, (2) the second one-third of the total number of
shares awarded under this Agreement shall be first exercisable
on the second anniversary of the Award Date, and (3) the
final one-third of the total number of shares awarded under
this Agreement shall be first exercisable on the third
anniversary of the Award Date.
(ii) If a Change in Control (as defined in the Plan) occurs after
the Award Date, before the expiration date of this Option, and
during the Employee's employment with the Company or one of
its Subsidiaries, this Option may first be exercised, in whole
or in part, after the date such Change in Control occurs,
provided, however, that such accelerated vesting and
exercisability shall not apply where this Option is awarded in
connection with service as an Employee of a national banking
association unless the Change in Control occurs more than
thirty-six (36) months after the national banking association
commenced operations.
(iii) If the Employee ceases employment with the Company as a result
of his death, this Option may first be exercised, in whole or
in part, on the date of the Employee's death, provided,
however, that such accelerated vesting and exercisability
shall not apply where this Option is awarded in connection
with service as an employee of a national banking association
unless such death occurs more than thirty-six (36) months
after the national banking association commenced operations.
(b) By Whom Exercisable. During the Employee's lifetime, only the
Employee may exercise this Option. If the Employee dies prior to
the expiration date of an Option granted to him, without having
exercised this Option as to all of the shares covered thereby,
this Option may be exercised, to the extent of the shares with
respect to which this Option could have been exercised on the date
of the Employee's death, by the estate or a person who acquired
the right to exercise this Option by bequest or inheritance or by
reason of the death of the Employee.
(c) Exercise. This Option shall be exercised by delivery on any business
day to the Company of a Notice of Exercise in the form attached to
this Agreement accompanied by payment as provided in Paragraph 3.
6. Compliance with Securities Laws. The Company covenants that it will
attempt to maintain an effective registration statement with the
Securities and Exchange Commission (or any other any applicable
regulatory agency or body) covering the shares of Common Stock of the
Company which are the subject of this Agreement at all times during
which this Option is exercisable and there is no applicable exemption
from registration of such shares; provided, however, that this Option
shall not be exercisable for stock at any time if its exercise would
cause the Company to be in violation of any applicable provisions of the
federal or state securities law.
7. Administration of Plan. The Plan is administered by a Committee
appointed by the Company's Board of Directors. The Committee has the
authority to construe and interpret the Plan, to make rules of general
application relating to the Plan, to amend outstanding options, and
to require if any person exercising this Option, at the time of such
exercise, the execution of any paper or the making of any
representation or the giving of any commitment that the Committee
shall, in its discretion, deem necessary or advisable by reason of
the securities laws of the United States or any State, or the
execution of any paper or the payment of any sum of money in respect of
taxes or the undertaking to pay or have paid any such sum that the
Committee shall in its discretion, deem necessary by reason of the
Internal Revenue Code or any rule or regulation thereunder, or by
reason of the tax laws of any State.
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8. Capital Adjustments. The number of shares of Common Stock covered by this
Option, and the option price thereof, will be subject to an appropriate
and equitable adjustment, as determined by the Committee, to reflect any
stock dividend, stock split or share combination, and will be subject to
such adjustment as the Committee may deem appropriate to reflect any
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the Company.
9. Rights as a Shareholder. The Employee, or a transferee of an Option, shall
have no rights as a shareholder with respect to any shares subject to this
Option until the date of the exercise of this Option for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date of such exercise, except as
provided in Paragraph 8 hereof.
10. Withholding Taxes. The Company, or one of its Subsidiaries, shall have
the right to withhold any Federal, state or local taxes required to
be withheld by law with respect to the exercise of this Option. The
Employee will be required to pay the Company, as appropriate, the
amount of any such taxes which the Company, or one of its Subsidiaries,
is required to withhold. The Employee is authorized to deliver
shares of the Company's Common Stock in satisfaction of any minimum
statutorily required tax withholding obligations (whether or not such
shares have been held for more than six months and including shares to
be acquired as a result of the exercise of this Option).
11. Prohibition Against Pledge, Attachment, etc. Except as otherwise provided
herein, this Option, and the rights and privileges conferred hereby, shall
not be transferred, assigned, pledged or hypothecated in any way and shall
not be subject to execution, attachment or similar process.
12. Not Intended to be an Incentive Stock Option. This Option is not intended
to qualify as an incentive stock option within the meaning of Section
422(b) of the Internal Revenue Code, and the provisions hereof shall be
construed consistent with that intent.
13. Special Change in Control Rules. Where this Option is awarded in
connection with service as an Employee of a national banking
association, in no event shall alternative action (i) of Article
VIII of the Plan be taken with respect to this Option during the first
thirty-six (36) months after the national banking association
commenced operations. In addition, where this Option is awarded in
connection with service as an Employee of a national banking
association, in no event shall alternative action (ii) of Article
VIII of the Plan be taken with respect to this Option while the Office
of the Comptroller of the Currency prohibits "cashless" exercises of
stock options.
To evidence their agreement to the terms and conditions of this Option, the
Company and the Employee have signed this Agreement as of the date first above
written.
TRANSCOMMUNITY FINANCIAL CORPORATION
By:
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Its:
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EMPLOYEE:
By:
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NOTICE OF EXERCISE
TransCommunity Financial Corporation
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Attention: Secretary
I hereby exercise my Option pursuant to that certain Non-Qualified Stock
Option Agreement dated <>, subject to all of the terms and conditions of
the said Stock Option Agreement, and hereby notify you of my election to
purchase the following stated number of shares ("Shares") of the common stock of
TransCommunity Financial Corporation, a Virginia corporation (the "Company"), as
indicated below at the following stated option price per share.
Number of Shares - Option Price per Share - $<> Total
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Option Price -$
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If this Notice of Exercise involves fewer than all of the common stock which are
subject to option under the said Stock Option Agreement, I retain the right to
exercise my Option for the balance of the shares remaining subject to option,
all in accordance with the terms of the said Stock Option Agreement.
This Notice of Exercise is accompanied by [ ] (1) a [ ] certified check,
[ ] cashiers check or [ ] personal check in the amount of the above Total Option
Price or [ ] (2) _______ shares of the Company's common stock which have been
held by me for more than six months having an aggregate value of the amount of
the above Total Option Price, in full payment of the option price for the
Shares.
I hereby authorize the Company (and any of its Subsidiaries) to withhold
from my regular compensation or any extraordinary compensation from the Company
(and any of its Subsidiaries) the applicable amount of any taxes required by law
or the said Stock Option Agreement to be withheld as a result of this exercise.
I represent that I am acquiring the Shares for investment for my own
account and beneficial interest and that I have no present intention of dividing
them with others or reselling, assigning or otherwise distributing them to
others.
My current address and my Social Security Number are as follows:
Address:
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Social Security Number:
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Date:
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