EXHIBIT 4.3
FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO
WITH RESPECT TO NON-INCENTIVE STOCK OPTIONS
STOCK OPTION AGREEMENT
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FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE
XXXXX FINANCIAL CORP.
1998 STOCK OPTION PLAN
formerly known as the
FIRST CARNEGIE DEPOSIT
1998 STOCK OPTION PLAN
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FOR NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of __________ shares of Common Stock of Xxxxx
Financial Corp. (the "Company"), which Option is not intended to qualify as an
Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986,
as amended, 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 1998 Stock Option Plan (the "Plan") adopted by the Company
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The Option price is $__________ for each Share, being
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option. Such exercise price accurately
reflects any price adjustments resulting from the corporate reorganization of
First Carnegie Deposit (the "Bank") pursuant to which the Bank or the Company
became a wholly-owned subsidiary of the Company.
2. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan, provided the holder of such Option is an employee,
director or director emeritus of the Bank or the Company as of such date, as
follows:
(a) Schedule of Rights to Exercise.
Date Percentage of Total Total
Shares Awarded Which Shares
Become Non-Forfeitable Non-Forfeitable
---------------------- ---------------
Upon grant..................... 50% ______
As of April 16, 1999........... 50% ______
Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to six months following the date of grant.
Options shall be 100% vested and exercisable upon the death or disability of the
Optionee, or upon retirement following not less than 10 years 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 certified or bank cashier's or teller's
check. 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 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
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.
4. Term of Option. This Option may not be exercised more than ten (10)
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.
5. Related Matters. Notwithstanding anything herein to the contrary,
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 Financial Corp.
Date of Grant:__________________ By:_________________________________
Attest:
________________________________
[SEAL]
NON-INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
XXXXX FINANCIAL CORP.
1998 STOCK OPTION PLAN
________________
(Date)
Xxxxx Financial Corp.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _________ shares of Common Stock of Xxxxx Financial Corp. under and
pursuant to a Stock Option Agreement dated __________, 19__.
Delivered herewith is a certified or bank cashier's or teller's check
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
_____________ of Common Stock
$
============= Total
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____________________________________________________
Address_________________________________________________
Social Security Number__________________________________
Very truly yours,
____________________
