EXHIBIT 1
XXXXX NATIONAL CORPORATION
Nonqualified Stock Option Agreement
Under the terms and conditions of the Xxxxx National Corporation
(the "Corporation") 1996 Stock Option Plan (the "Plan"), a copy of
which is attached hereto and incorporated herein by reference, and
as approved by the Non-employee Directors Committee, the
Corporation hereby grants to Xxx X. Xxxxxxxxxx (the "Optionee") of
Xxxxx National Corporation and Xxxxx Bank, N.A. ("Xxxxx"), the
option to purchase 500,000 shares of Corporation's Common Stock,
$2.50 par value (the "Shares") at a price of $20.50 per share,
subject to adjustment as provided in the Plan. This option is
intended to be a NONQUALIFIED STOCK OPTION.
This option shall be for a term commencing on the date hereof July
9, 1997 and ending one day prior to ten (10) years from such date.
This option shall vest immediately and be exercisable provided the
Optionee is still employed by Xxxxx, as follows:
(i) 250,000 shares shall become exercisable the date on which
the average reported closing price of Xxxxx National
Corporation Common Stock has been $20.50 per share ("Target
Stock Price") on 100% of the trading days during any
consecutive 60 day period;
(ii) 250,000 shares shall be exercisable the date on which the
average reported closing price of Xxxxx National Corporation
Common Stock has been $25.00 per share ("Target Stock Price")
on 100% of the trading days during any consecutive 60 day
period; and
(iii) the entire unexercised portion of the option on the
date on which a Change of Control occurs (as defined in the
Plan), without regard to whether the conditions set out in (i)
and/or (ii) above have been fulfilled.
Subject to the terms of the Plan and the other terms of the option
agreement, shares subject to option which have become exercisable
shall be exercisable in full or in part during the entire remaining
term of this option.
For the purposes of this Agreement, "trading days" means those days
on which trading on NASDAQ National Market Issued occurs and on
which the Corporation's Common Stock is traded. If the
Corporation's Common Stock ceases to be traded on the NASDAQ
National Market System, the Joint Compensation Committee (as
defined in the Plan) shall determine the substitute method to be
used for determining whether the Target Stock Price has been met.
For the purposes of this Agreement, the above identified options
will be vested when, during any consecutive 60 day period, the
average reported closing price of the stock over the 60 day period
has reached the Target Stock Price.
This option shall not be exercised, in whole or in part, after the
Optionee's termination of employment (for any reason) from Xxxxx,
unless it has become exercisable prior to his termination of
employment. In the event this option has become exercisable while
the Optionee is employed by Xxxxx and the Optionee terminates
employment from Xxxxx, subject to earlier expiration of the
remaining term of this option, if the termination is for a reason
other than the Optionee's death, the right to exercise this option
shall expire ninety (90) days after the date of termination of
employment, and if the termination is for reason of the Optionee's
death, the right to exercise the option shall expire one year after
the Optionee's death.
This option shall be exercisable in the manner specified in the
Plan.
Pursuant to the direction of the Non-employee Director's Committee
as authorized by Section 6(f) of the Plan, this option is
transferrable by the Optionee.
The Optionee hereby accepts and agrees to be bound by all of the
terms and conditions of the Plan as if it had been set out verbatim
in this Agreement.
By signing a copy of this Agreement, the Optionee acknowledges that
he has read the Plan, and that he fully understands all of his
rights under the Plan, as well as all of the terms and conditions
which may limit his eligibility to exercise this option.
Accepted:
[Xxx X. Xxxxxxxxxx]
Optionee Date
