EXHIBIT 4.6
FIRST COMMUNITY CAPITAL CORPORATION
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
(1996 STOCK OPTION PLAN)
This Nonqualified Stock Option Agreement ("Option Agreement") is between
First Community Capital Corporation, a Texas corporation (the "Company"), and
__________________________________________________________________ (the
"Optionee"), who agree as follows:
1. INTRODUCTION. The Company has heretofore assumed and adopted the
First Community Capital Corporation 1996 Stock Option Plan (the "Plan") for the
purpose of providing key employees and directors of the Company and its
Affiliates (as defined in the Plan), including First Community Bank, N.A. (the
"Bank"), with increased incentive to render services, to exert maximum effort
for the business success of the Company and to strengthen the identification of
employees and directors with the shareholders. The Company, acting through the
Compensation Committee of its Board of Directors (the "Committee"), has
determined that its interests will be advanced by the issuance to Optionee of a
nonqualified stock option under the Plan.
2. OPTION. Subject to the terms and conditions contained herein, the
Company, effective as of ________ (the "Grant Date"), hereby irrevocably grants
to Optionee the right and option ("Option") to purchase from the Company
______________ shares of the Company's common stock, $0.01 par value ("Common
Stock"), at a price of $________ per share.
3. OPTION PERIOD. The Option herein granted may be exercised by Optionee
in whole or in part at any time during a _________ year period, which period
shall in no event exceed a ten year period beginning on the Grant Date ("Option
Period").
4. PROCEDURE FOR EXERCISE. The Option herein granted may be exercised by
the delivery by Optionee of written notice to the Secretary of the Company
setting forth the number of shares of Common Stock with respect to which the
Option is being exercised. The notice shall be accompanied (i) at the election
of the Optionee, by cash, cashier's check, bank draft, or postal or express
money order payable to the order of the Company, (ii) as allowed by the
Committee, by certificates representing shares of Common Stock theretofore owned
by Optionee duly endorsed for transfer to the Company, or (iii) any combination
of the preceding, equal in value to the aggregate exercise price. Notice may
also be delivered by fax or telecopy provided that the exercise price of such
shares is received by the Company via wire transfer on the same day the fax or
telecopy transmission is received by the Company. The notice shall specify the
address to which the certificates for such shares are to be mailed. An option
to purchase shares of Common Stock in accordance with this Plan shall be deemed
to have been exercised immediately prior to the close of business on the date
(i) written notice of such exercise and (ii) payment in full of the exercise
price for the number of shares for which Options are being exercised are both
received by the Company and Optionee shall be treated for all purposes as the
record holder of such shares of Common Stock as of such date.
As promptly as practicable after receipt of such written notice and
payment, the Company shall deliver to Optionee certificates for the number of
shares with respect to which such Option has
been so exercised, issued in Optionee's name or such other name as Optionee
directs; provided, however, that such delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to Optionee at the address
specified pursuant to this Section 4.
5. TERMINATION OF EMPLOYMENT OR DIRECTORSHIP. Except as provided below,
if Optionee ceases to be employed by the Company or its Affiliates or ceases to
serve on the Board of Directors of the Company for any reason other than death
or disability, any Option which is exercisable on the date of such termination
of employment or cessation of service on the Board shall expire three months
after such termination of employment or cessation of service on the Board, but
in no event may any Option be exercised after the end of the Option Period. If
Optionee's employment or service on the Board is terminated because of
Optionee's theft or embezzlement from the Company, disclosure of trade secrets
of the Company or the commission of a willful, felonious act while in the
employment of the Company or while in service on the Board (such reasons shall
hereinafter collectively be referred to as "for cause"), then any Option or
unexercised portion thereof granted to Optionee shall expire upon such date of
such termination of employment or cessation of service on the Board.
6. DISABILITY OR DEATH. In the event Optionee dies or is determined to
be disabled while Optionee is employed by the Company or its Affiliates or while
Optionee serves on the Board, the options previously granted to Optionee may be
exercised (to the extent Optionee would have been entitled to do so at the date
of death or the determination of disability) at any time and from time to time,
within a one year period after such death or determination of disability, by the
Optionee, the guardian of Optionee's estate, the executor or administrator of
Optionee's estate or by the person or persons to whom Optionee's rights under
this Option Agreement shall pass by will or the laws of descent and
distribution, but in no event may the Option be exercised after the end of the
Option Period. An Optionee shall be deemed to be disabled if, in the opinion of
a physician selected by the Committee, Optionee is incapable of performing
services for the Company or its Affiliates of the kind Optionee was performing
at the time the disability occurred by reason of any medically determinable
physical or mental impairment which can be expected to result in death or to be
of long, continued and indefinite duration. The date of determination of
disability for purposes hereof shall be the date of such determination by such
physician.
7. TRANSFERABILITY. This Option shall not be transferable by Optionee
otherwise than by Optionee's will or by the laws of descent and distribution.
During the lifetime of Optionee, the Option shall be exercisable only by
Optionee or his or her authorized legal representative. Any heir or legatee of
Optionee shall take rights herein granted subject to the terms and conditions
hereof. No such transfer of this Option Agreement to heirs or legatees of
Optionee shall be effective to bind the Company unless the Company shall have
been furnished with written notice thereof and a copy of such evidence as the
Committee may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions hereof.
8. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option
Agreement until the Option is
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exercised by written notice and accompanied by payment as provided in Section 4
of this Option Agreement.
9. EXTRAORDINARY CORPORATE TRANSACTIONS. The existence of outstanding
Options shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Common Stock or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceedings, whether of a similar character or otherwise.
If the Company undergoes a "Fundamental Change" or a "Corporate Change" (as
defined in the Plan), the Options granted hereunder shall be governed by Section
6(j) of the Plan.
10. CHANGES IN CAPITAL STRUCTURE. If the outstanding shares of Common
Stock or other securities of the Company, or both, for which the Option is then
exercisable shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, recapitalization or
reorganization, the number and kind of shares of Common Stock or other
securities subject to the Plan or subject to the Option and the exercise price
shall be appropriately and equitably adjusted so as to maintain the
proportionate number of shares or other securities without changing the
aggregate exercise price.
11. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any shares
pursuant to the exercise of the Option herein granted, Optionee (or any person
acting under Section 7) will enter into such written representations, warranties
and agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Option Agreement.
12. COMPLIANCE WITH LAWS. Notwithstanding any of the other provisions
hereof, Optionee agrees that he or she will not exercise the Option granted
hereby, and that the Company will not be obligated to issue any shares pursuant
to this Option Agreement, if the exercise of the Option or the issuance of such
shares of Common Stock would constitute a violation by the Optionee or by the
Company of any provision of any law or regulation of any governmental authority.
13. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Common Stock acquired by exercise of this Option
results in compensation income to the Optionee for federal or state income tax
purposes, the Optionee shall pay to the Company at the time of such exercise or
disposition (or such other time as the law permits if the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended) such amount of
money as the Company may require to meet its obligation under applicable tax
laws or regulations; and, if the Optionee fails to do so, the Company is
authorized to withhold from any cash remuneration then or thereafter payable to
the Optionee, any tax required to be withheld by reason of such resulting
compensation income or Company may otherwise refuse to issue or transfer any
shares otherwise required to be issued or transferred pursuant to the terms
hereof. Payment of the withholding tax by the Optionee shall be made in
accordance with Section 10 of the Plan.
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14. NO RIGHT TO EMPLOYMENT OR DIRECTORSHIP. Optionee who is an employee
or director shall be considered to be in the employment of the Company or its
Affiliates or in service on the Board of Directors so long as he or she remains
an employee of the Company or its Affiliates or in service on the Board of
Directors. Any questions as to whether and when there has been a termination of
such employment or service on the Board and the cause of such termination shall
be determined by the Committee, and its determination shall be final. Nothing
contained herein shall be construed as conferring upon Optionee the right to
continue in the employ of the Company or in service on the Board of Directors,
nor shall anything contained herein be construed or interpreted to limit the
"employment at will" relationship between Optionee and the Company.
15. RESOLUTION OF DISPUTES. As a condition of the granting of the Option
hereby, Optionee, and Optionee's heirs, personal representatives and successors
agree that any dispute or disagreement which may arise hereunder shall be
determined by the Committee in its sole discretion and judgment, and that any
such determination and any interpretation by the Committee of the terms of this
Option Agreement shall be final and shall be binding and conclusive, for all
purposes, upon the Company, Optionee, and Optionee's heirs, personal
representatives and successors.
16. LEGENDS ON CERTIFICATE. The certificates representing the shares of
Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted with legends in such form as the Company or its counsel may require
with respect to any applicable restrictions on sale or transfer and the stock
transfer records of the Company will reflect stop-transfer instructions with
respect to such shares.
17. NOTICES. Every notice hereunder shall be in writing and shall be
given by registered or certified mail or by fax. All notices of the exercise of
any Option hereunder shall be directed to First Community Capital Corporation,
00000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000, Attention: Secretary. Any notice
given by the Company to Optionee directed to Optionee at the address on file
with the Company shall be effective to bind Optionee and any other person who
shall acquire rights hereunder. The Company shall be under no obligation
whatsoever to advise Optionee of the existence, maturity or termination of any
of Optionee's rights hereunder and Optionee shall be deemed to have familiarized
himself or herself with all matters contained herein and in the Plan which may
affect any of Optionee's rights or privileges hereunder.
18. CONSTRUCTION AND INTERPRETATION. Whenever the term "Optionee" is used
herein under circumstances applicable to any other person or persons to whom
this award, in accordance with the provisions of paragraph 7 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons. References to the masculine gender herein also include the feminine
gender for all purposes.
19. AGREEMENT SUBJECT TO PLAN. This Option Agreement is subject to the
Plan. The terms and provisions of the Plan (including any subsequent amendments
thereto) are hereby incorporated herein by reference thereto. In the event of a
conflict between any term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions of the Plan will govern and
prevail. All definitions of words and terms contained in the Plan shall be
applicable to this Option Agreement.
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20. BINDING EFFECT. This Option Agreement shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee as provided herein.
IN WITNESS WHEREOF, this Option Agreement has been executed as of the ____
day of ___________________, 200__.
FIRST COMMUNITY CAPITAL
CORPORATION
ATTEST:
By:
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---------------------------- Name:
-------------------------------------
Title:
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OPTIONEE
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Name:
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