Exhibit 4.3
OUTSIDE DIRECTORS
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
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Name of Option Recipient Social Security Number
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Street Address
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City State ZIP Code
This Non-Qualified Stock Option Agreement is intended to set forth the terms and
conditions on which a Non-Qualified Stock Option has been granted under the Home
Bancorp of Elgin, Inc. 1997 Stock Option Plan. Set forth below are the specific
terms and conditions applicable to this Non-Qualified Stock Option. Attached as
Exhibit A are its general terms and conditions.
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Option Grant (A) (B) (C) (D) (E)
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Grant Date:
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares*
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Exercise Price Per Share*
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Vesting
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Earliest Exercise Date*
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Option Expiration Date*
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*Subject to adjustment as provided in the Plan and the General Terms and Conditions.
By signing where indicated below, Home Bancorp of Elgin, Inc. (the "Company")
grants this Stock Option with respect to the shares of its common stock, par
value $0.01 per share ("Common Stock"), identified above, upon the specified
terms and conditions, and the Option Recipient acknowledges receipt of this
Non-Qualified Stock Option Agreement, including Exhibit A, and agrees to observe
and be bound by the terms and conditions set forth herein.
HOME BANCORP OF ELGIN, INC. OPTION RECIPIENT
By ___________________________________ __________________________
Name: Name of Recipient
Title:
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Instructions: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
EXHIBIT A - OUTSIDE DIRECTORS
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
General Terms and Conditions
Section 1. Incentive Stock Option. The Company does not intend the Option
evidenced hereby to be an "incentive stock option" within the meaning of section
422 of the Internal Revenue Code of 1986 ("Code"). This Option shall be treated
for all purposes as a Non-Qualified Stock Option under the Code.
Section 2. Option Period. (a) You shall have the right to purchase all or
any portion of the optioned Common Stock at any time during the period ("Option
Period") commencing on the Earliest Exercise Date and ending on the earlier to
occur of the following dates:
(i) the date of your "removal for cause" determined in accordance
with the Company's By-Laws; or
(ii) the last day of the ten-year period commending on the date on
which the Option was granted.
(b) Upon the termination of your service with the Company, any Option
granted hereunder whose Earliest Exercise Date has not occurred is deemed
forfeited. In the event your termination of service results from death or
disability (as defined in the Plan), the date of termination will be the
Earliest Exercise Date for any Option that is not already exercisable. To the
extent authorized pursuant to a Plan provision that is approved by the Company's
shareholders after September 26, 1997, in the event of your retirement (as
defined in the Plan) or a change in control (as defined in the Plan), the date
of your retirement or the change in control shall be the Earliest Exercise Date
for any Options that are not already exercisable.
Section 3. Exercise Price. During the Option Period, you shall have the
right to purchase all or any portion of the optioned Common Stock at the
Exercise Price per share.
Section 4. Method of Exercise. You may, at any time during the Option
Period provided by section 2, exercise your right to purchase all or any part of
the optioned Common Stock then available for purchase; provided, however, that
the minimum number of shares of optioned Common Stock which may be purchased
shall be one hundred (100) or, if less, the total number of shares of optioned
Common Stock then available for purchase. Your may exercise such right by:
(a) giving written notice to the Committee, in the form attached hereto
as Appendix A; and
(b) delivering to the Committee full payment of the Exercise Price for
the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Home Bancorp of Elgin, Inc., (ii) in shares of Common Stock duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by you and having a fair market value equal to the Exercise Price, such
fair market value to be determined in such manner as may be provided by the
Committee or as may be required in order to comply with or conform to the
requirements of any applicable laws or
regulations, or (iii) in a combination of (i) and (ii).
Section 5. Delivery and Registration of Optioned Shares. As soon as is
practicable following the date on which you have satisfied the requirements of
section 4, the Committee shall take such action as is necessary to cause the
Company to issue a stock certificate evidencing your ownership of the optioned
Common Stock that has been purchased. You shall have no right to vote or to
receive dividends, nor any other rights with respect to optioned Common Stock,
prior to the date as of which said such optioned Common Stock is transferred to
you on the stock transfer records of the Company, and no adjustments shall be
made for any dividends or other rights for which the record date is prior to the
date as of which such transfer is effected. The obligation of the Company to
deliver Common Stock under this Agreement shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the person to whom such Common Stock is to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Common Stock or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Common Stock under this Agreement prior to (a) the
admission of such Common Stock to listing on any stock exchange on which Common
Stock may then be listed, or (b) the completion of such registration or other
qualification under any state of federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
Section 6. Adjustments in the Event of Reorganization. In the event of
any merger, consolidation, or other business reorganization in which the Company
is the surviving entity, and in the event of any stock split, stock dividend or
other event generally affecting the number of shares of Common Stock held by
each person who is then an shareholder of record, the number of shares of Common
Stock subject to the option granted hereunder and the Exercise Price per share
of such option shall be adjusted in accordance with section 8.3 of the Plan to
account for such event. In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving entity, any
exercisable option granted hereunder shall be cancelled or adjusted in
accordance with the Plan. In the event that the Company shall declare and pay
any dividend with respect to shares of Common Stock (other than a dividend
payable in shares of Common Stock) which results in a nontaxable return of
capital to the holders of shares of Common Stock for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its shares of Common Stock, at the election of the Committee, the
Company shall either (i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend or distribution in
accordance with section 8.3 of the plan or (ii) adjust the Exercise Price per
share of outstanding Options in such a manner as the Committee may determine to
be necessary to reflect the effect of the dividend or distribution, or (iii)
take any other action described in section 8.3(c) of the plan. Actions taken
under section 8.3(c) of the Plan is obtained by the stockholders of the Company
after September 26, 1997.
Section 7. No Right to Continued Service. Nothing in this Agreement nor
any action of the Board or Committee with respect to the Agreement shall be held
or construed to confer upon you any right to a continuation of service by the
Company or the Home Federal Savings and Loan Association of Elgin. You may be
dismissed or otherwise dealt with as though this Agreement had not been entered
into.
Section 8. Taxes. Where any person is entitled to receive shares pursuant
to the exercise of the Option granted hereunder, the Company shall have the
right to require such person to pay to the Company the amount of any tax which
the Company is required to withhold with respect to such shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of shares to
cover the amount required to be withheld.
Section 9. Notices. Any communication required or permitted to be given
under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after
mailing if mailed, postage prepaid, by registered or certified mail, return
receipt requested, addressed to such party at the address listed below, or at
such other address as one such party may by written notice specify to the other
party:
(a) If to the Committee:
Home Bancorp of Elgin, Inc.
c/o Home Federal Savings and Loan Association of Elgin
00 Xxxxx Xxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
(b) If to you, to your address as shown in the Company's personnel
records.
Section 10. Restrictions on Transfer. The option granted hereunder shall
not be subject in any manner to anticipation, alienation or assignment, nor
shall such option be liable for or subject to debts, contracts, liabilities,
engagements or torts, nor shall it be transferable by you other than by will or
by the laws of descent and distribution or as otherwise permitted by the Plan.
To name a Beneficiary who may exercise your options following your death,
complete the attached Appendix B and file it with the Corporate Secretary of
Home Bancorp of Elgin, Inc.
Section 11. Successors and Assigns. This Agreement shall inure to the
benefit of and shall be binding upon the Company and you and your respective
heirs, successors and assigns.
Section 12. Construction of Language. Whenever appropriate in the
Agreement, words used in the singular may be read in the plural, words used in
the plural may be read in the singular, and words importing the masculine gender
may be read as referring equally to the feminine or the neuter. Any reference to
a section shall be a reference to a section of this Agreement, unless the
context clearly indicates otherwise. Capitalized terms not specifically defined
herein shall have the meanings assigned to them under the Plan.
Section 13. Governing Law. This Agreement shall be construed,
administered and enforced according to the laws of the State of Illinois without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
Section 14. Amendment. This Agreement may be amended, in whole or in part
and in any manner not inconsistent with the provisions of the Plan, at any time
and from time to time, by written agreement between the Company and you.
Section 15. Plan Provisions Control. This Agreement and the rights and
obligations created hereunder shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control. By signing this Agreement, you
acknowledge receipt of a copy of the Plan.
APPENDIX A TO STOCK OPTION AGREEMENT
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
Notice of Exercise of Stock Option
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Use this notice to inform the Committee administering the Home Bancorp of Elgin,
Inc. 1997 Stock Option Plan ("Plan") that you are exercising your right to
purchase shares of common stock ("Shares") of Home Bancorp of Elgin, Inc. (the
"Company") pursuant to an option ("Option") granted under the Plan. If you are
not the person to whom the Option was granted ("Option Recipient") you must
attach to this notice proof of your right to exercise the Option granted under
the Stock Option Agreement entered into between the Company and the Option
Recipient ("Agreement"). This Notice should be personally delivered or mailed by
certified mail, return receipt requested to: Home Bancorp of Elgin, Inc., c/o
Home Federal Savings and Loan Association of Elgin, 00 Xxxxx Xxxxxx Xxxxxx,
Xxxxx, Xxxxxxxx 00000 Attention: Corporate Secretary. The effective date of the
exercise of the Option shall be the earliest date practicable following the date
this Notice is received by the Company, but in no event more than three days
after such date ("Effective Date"). Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan. This Notice is subject to all of the terms and conditions of the
Plan and the Agreement.
OPTION INFORMATION Identify below the Option that you are exercising by
providing the following information from the Stock Option Agreement.
Name of Option Recipient:
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Option Grant Date: ,
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(Month and Day) (Year)
Exercise Price per share: $ _______.___
EXERCISE PRICE Compute the Exercise Price below and select a method of payment.
Total Exercise Price x $ . =
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(No. of Shares) Exercise Price
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Total Exercise Price
Method of Payment
|_| I enclose a certified check, money order,
or bank draft payable to the order of
Home Bancorp of Elgin, Inc. in the amount of $
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|_| I enclose Shares duly endorsed for transfer
to the Company with all stamps attached and $
having a fair market value of ----------------
Total Exercise Price $
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ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares
purchased pursuant to section 2 above be issued to the following
person(s) in the amount specified below:
Name and Address Social Security No. No of Shares
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WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified Stock
Options only. Beneficiaries and Outside Directors should not complete.
I understand that I am responsible for the amount of federal, state and
local taxes required to be withheld with respect to the Shares to be
issued to me pursuant to this Notice, but that I may request the Company
to retain or sell a sufficient number of such Shares to cover the amount
to be withheld. I hereby request that any taxes required to be withheld
be paid in the following manner [check one]:
|_| With a certified or bank check that I will deliver to the
Committee on the day after the Effective Date of my exercise.
|_| With the proceeds from a sale of Shares that would otherwise be
distributed to me.
|_| Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the Committee will decide the
amount to be withheld and the method of withholding and advise me of its
decision prior to the Effective Date. I further understand that the
Committee may request additional information or assurances regarding the
manner and time at which I will report the income attributable to the
distribution to be made to me.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that must rely on, and consult with, my own tax and legal
S H counsel (and not the Company) regarding the application of all laws -
particularly tax and securities laws - to the transactions to be effected
I E pursuant to my Option and this Notice. I understand that I will be
responsible for paying any federal, state and local taxes that may become
G R due upon the sale (including a sale pursuant to a "cashless exercise") or
other disposition of Shares issued pursuant to this Notice and that I
N E must consult with my own tax advisor regarding how and when such income
will be reportable. I further understand that if I have elected to have
Shares sold to satisfy tax withholding I may be asked to pay a minimal
amount of such taxes in cash in order to avoid the sale of more Shares
than are necessary.
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Signature Date
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Address
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Internal Use Only
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Corporate Secretary Received [check one] |_| By Hand
|_| By Mail Post Marked
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Date of Post Xxxx
By
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Authorized Signature Date of Receipt
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APPENDIX B TO STOCK OPTION AGREEMENT
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
Beneficiary Designation Form
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General
Information Use this form to designate the Beneficiary(ies) who may exercise
Options outstanding to you at the time of your death.
Name of Person
Making Designation Social Security Number - -
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BENEFICIARY Complete sections A and B. If no percentage shares are specified,
DESIGNATION each Beneficiary in the same class (primary or contingent) shall
have an equal share. If any designated Beneficiary predeceases
you, the shares of each remaining Beneficiary in the same class
(primary or contingent) shall be increased proportionately
A Primary Beneficiary(ies). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
Name Address Relationship Birthdate Share
%
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%
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%
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Total = 100%
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B Contingent Beneficiary(ies). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death as to all outstanding
Options:
Name Address Relationship Birthdate Share
%
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%
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%
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S H I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Home
I E Bancorp of Elgin, Inc. prior to my death, and that it is subject to all
of the terms and conditions of the Plan. I also understand that an
G R effective Beneficiary designation revokes my prior designations) with
respect to all outstanding Options.
N E
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Your Signature Date
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Internal Use Only
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This Beneficiary Designation was received Comments
by the Corporate Secretary of Home Bancorp
of Elgin, Inc. on the date indicated.
By
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Authorized Signature Date
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