Exhibit 4.3
FCB FINANCIAL CORP. 1998 INCENTIVE STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR DIRECTORS
THIS AGREEMENT, dated as of this ____ day of __________, by and
between FCB Financial Corp., a Wisconsin corporation (the "Corporation"),
and ________________ (the "Participant").
W I T N E S S E T H :
WHEREAS, the Corporation has adopted the FCB Financial Corp.
1998 Incentive Stock Plan (the "Plan"), the terms of which, to the extent
not stated herein, are specifically incorporated by reference into this
Agreement; and
WHEREAS, one of the purposes of the Plan is to permit the
granting of options to purchase shares of the Corporation's Common Stock,
$.01 par value (the "Shares"), to members of the Corporation's Board of
Directors (a "Director"); and
WHEREAS, the Participant is a Director, and the Corporation
desires the Participant to continue as a member of the Corporation's Board
of Directors and to secure or increase his or her stock ownership in the
Corporation as an added incentive for the Participant to continue his or
her association with the Corporation; and
WHEREAS, the Participant was granted on __________________ (the
"Grant Date") an option (the "Option") to purchase Shares under the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of
the Plan and this Agreement, the Participant was granted on the Grant Date
the Option to purchase from the Corporation all or any part of the
aggregate amount of ______ Shares (the "Optioned Shares"). The Option is
intended to constitute a non-qualified stock option and shall not be
treated as an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
2. Option Price. The price to be paid for the Optioned Shares
shall be $_____ per share (the "Exercise Price").
3. Exercisability and Termination of Option. The Option shall
become exercisable as to 20% of the Optioned Shares after one year has
elapsed after the Grant Date and an additional 20% shall become
exercisable after the end of each subsequent year such that the Option is
fully exercisable after five years have elapsed after the Grant Date;
provided, however, that the Option shall (subject to the terms of the
Plan) become fully exercisable (i) upon retirement of the Participant as a
director of the Corporation after age 70, (ii) upon early retirement of
the Participant as a director of the Corporation after age 65, in the
event that the Participant has served as a director of the Corporation
and/or of Fox Cities Bank (or any predecessor thereof) for at least 10
years at the time of such retirement, (iii) in the event of the
Participant's disability or death while serving as a director, or (iv)
upon a Change of Control (as defined in the Plan) of the Corporation. The
Option to the extent not theretofore exercised shall terminate on the
earlier of: (i) __________________ or (ii) three months after the
Participant ceases to be a director of the Corporation.
4. Manner of Exercise and Payment. To exercise the Option in
whole or in part, the Participant shall give written notice to the
Secretary of the Corporation at the Corporation's principal office in
Oshkosh, Wisconsin specifying the number of Optioned Shares with respect
to which the Participant elects to exercise the Option together with full
payment of the Exercise Price. The date of exercise shall be the date on
which such notice is received by the Corporation. Payment shall be made in
cash (including check, bank draft or money order).
5. Assignments and Transfers. The Option may not be assigned,
encumbered or transferred except, in the event of the death of the
Participant, by will or the laws of descent and distribution.
6. Withholding Tax. The Corporation may deduct and withhold
from any cash otherwise payable to the Participant such amount as may be
required, if any, for the purpose of satisfying any obligation the
Corporation may have to withhold Federal, state or local taxes.
7. Adjustments Affecting the Shares. In the event of an
adjustment in the Corporation's capitalization, the number of Optioned
Shares and the Exercise Price may be subject to adjustment in the manner
contemplated by the Plan.
8. Transfer Restrictions. Shares acquired upon the exercise
of the Option may not be sold or otherwise disposed of except pursuant to
an effective registration statement under the Securities Act of 1933, as
amended, or in a transaction which, in the opinion of counsel for the
Corporation, is exempt from registration under said Act.
9. Status of Participant. The Option shall not confer upon
the Participant the right to continue as a member of the Board of
Directors of the Corporation.
10. Plan is Controlling. The Option shall be subject in all
respects to the terms and conditions of the Plan, which shall be
controlling.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed by its duly authorized officers and the Participant has
hereunto affixed his or her hand and seal as of the day and year first
above written.
FCB FINANCIAL CORP.
By:
Attest:
[SEAL]
, Participant
