Hudson City Bancorp, Inc. 2006 Stock Incentive Plan Stock Option Agreement for Non-Employee Directors (2010 and later)
Exhibit 10.36
Xxxxxx City Bancorp, Inc.
2006 Stock Incentive Plan
2006 Stock Incentive Plan
Stock Option Agreement for Non-Employee Directors (2010 and later)
| Name |
Social Security Number |
| City | State | Zip Code |
This Stock Option Agreement is intended to set forth the terms and conditions on which a Stock
Option (an “Option”) has been granted under the Xxxxxx City Bancorp, Inc. 2006 Stock Incentive
Plan. Set forth below are the specific terms and conditions applicable to this Option. Attached as
Exhibit A are its general terms and conditions.
| Option Xxxxx | ||
Xxxxx Date: |
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Class of Optioned Shares* |
Common | |
No. of Optioned Shares* |
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Exercise Price per Share* |
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Option Type (ISO or NQSO) |
NQSO | |
VESTING: |
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Earliest Exercise Date* |
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Option Expiration Date* |
7/20/2016 |
| * | Subject to adjustment as provided in the Xxxxxx City Bancorp, Inc. 2006 Stock Incentive Plan and Exhibit A attached hereto. |
By signing where indicated below, Xxxxxx City Bancorp, Inc. (the ACompany@) grants this
Option upon the specified terms and conditions, and the Recipient acknowledges receipt of this
Stock Option Agreement, including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
| Xxxxxx City Bancorp, Inc. | Recipient | |||||||
By
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| Title: | ||||||||
INSTRUCTIONS: This Stock Option Agreement 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
Xxxxxx City Bancorp, Inc. 2006 Stock Incentive Plan
Stock Option Agreement for Non-Employee Directors
General Terms and Conditions
Section 1. Option Size and Type. The number of shares of Common Stock, par value
$.01 per share (AShares@), that have been optioned to you is specified in this Stock
Option Agreement. Your Options are non-qualified stock options, or “NQSOs” and do not qualify for
the special tax benefits applicable to incentive stock options under the Internal Revenue Code of
1986.
Section 2. Exercise Price. The Exercise Price for your Option is the price per Share
at which you may acquire the Shares that have been optioned to you and is specified in this Stock
Option Agreement. As a general rule, the Exercise Price for your Option will not change unless
there is a stock split, stock dividend, merger or other major corporate event that justifies an
adjustment under section 15.3 of the Plan.
Section 3. Vesting.
(a) Earliest Exercise Date. You may not exercise your Options until they are vested.
The date on which your Options become vested is specified in this Stock Option Agreement as the
Earliest Exercise Date. As a general rule, you must be in the service of the Company on an
Earliest Exercise Date in order to be vested in the Options that vest on that date. You may
acquire the Shares that have been optioned to you by exercising your Options at any time during the
period beginning on the Earliest Exercise Date and continuing throughout the Exercise Period, by
following exercise procedures prescribed by the Compensation Committee of the Company and
available on request through the Company’s Human Resources Department.
(b) Accelerated Vesting. If your service terminates with the Company, Xxxxxx City
Savings Bank or an affiliate of the Company for which you serve as an non-employee director (the
“Employer”) due to your death or Disability (as defined in the Plan) within six (6) months prior to
the Earliest Exercise Date, the Options that are scheduled to vest on the Earliest Exercise Date
will become fully and immediately vested, without any further action on your part, upon your death
or Disability. In the event of your cessation of service as a non-employee director due to
mandatory retirement at or after attaining any applicable mandatory retirement age for non-employee
directors, the Options that have not yet vested will vest in full up[on your retirement. In
addition, in the event of Change in Control (as defined in the Plan), your Options will be fully
and immediately vested on the date of the Change in Control.
(c) Forfeiture. If you terminate service , you forfeit all Options that have not
vested and do not vest on an accelerated basis on your termination date due to the circumstances of
your termination. When you forfeit Options, you relinquish any and all rights that you have to
acquire the Shares underlying the options
(d) Definition of Service. For purposes of determining the vesting of your Options,
you will be deemed to be in the service of the Company for so long as you serve in any capacity as
an common-law employee, non-employee director or consultant of your Employer.
Section 4. Exercise Period.
(a) General. You will have the right to purchase all or any portion of your Option
at any time during the period (“Exercise Period”) beginning on the applicable Earliest Exercise
Date (or any earlier date when the Option has vested on an accelerated basis) and ending on the
earliest to occur of the following dates:
(i) the Option Expiration Date specified in this Stock Option Agreement;
(ii) the last day of the three month period after your (A) voluntary
resignation that is not in anticipation of a Termination for Cause (as defined in
the Plan) or (B) discharge that is not a Termination for Cause (as defined in the
Plan) or a mandatory retirement at or after attaining the mandatory retirement age
applicable to non-employee directors;
(iii) the fifth anniversary of your termination of service due to death or
Disability or mandatory retirement at or after attaining the mandatory retirement
age for non-employee directors;
(iv) if section 4(a)(ii) and (iii) above do not apply, the date and time of
your termination of service with your Employer for any other reason; and
(v) the last day of the ten-year period commencing on the date on which the
Option was granted.
This paragraph (a) shall apply to each and every option to purchase Common Stock that has been
granted to you under the Xxxxxx City Bancorp., Inc. 2006 Stock Incentive Plan and is outstanding to
you on April 21, 2010, The written agreement evidencing each such option is hereby amended to the
extent necessary to give effect to the preceding sentence.
(b) Special Circumstances in which the Exercise Period Will Be Extended.
(i) If you hold vested Options and there is a Change in Control (as defined
in the Plan) on or before the Option Expiration Date, the date on which the Exercise
Period expires will be extended to the earliest of (A) the third (3rd)
anniversary of the date of the Change in Control; and (B) the tenth
(10th) anniversary of the Grant Date; or (C) any later date determined
under section 4(b)(ii) of this Stock Option Agreement.
(ii) If on the date the vested Options are scheduled to expire, you are unable
to exercise the Options or sell the Shares on a national securities exchange without
violating applicable federal, state or local securities laws, the terms of a
securities trading blackout or other trading suspension described in section
5.4(b)(iii) of the Plan, the Exercise Period will be extended to the earliest of (A)
ninety (90) days after the last day of the trading suspension; and (B) the tenth
(10th) anniversary of the date the Grant Date; or (C) any later date
determined under section 4(b)(i) of this Stock Option Agreement.
Section 5. No Right to Continued Service. Nothing in this Stock Option Agreement or
any action of the Board or Committee with respect to this Stock Option Agreement shall be held or
construed to confer upon you any right to a continuation of service by your Employer. You may be
dismissed or otherwise dealt with as though this Stock Option Agreement had not been entered into.
Section 6. 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 7 .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:
If to the Company:
Xxxxxx City Bancorp, Inc.
West 00 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: Corporate Secretary
West 00 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: Corporate Secretary
If to your Employer, to the Employer in care of Xxxxxx City Bancorp, Inc., at
the Company’s address specified for notices under this Stock Option Agreement.
If to the Recipient, to the Recipient’s address as shown in the Company’s records.
Section 8. Restrictions on Transfer. The Options granted hereunder shall not be
transferable by the Recipient other than by will or by the laws of descent and distribution, to a
Family Member (as defined in the Plan) or as otherwise permitted by the Plan. To designate a
Beneficiary to receive any Options that remain outstanding at the time of your death, you must
complete and file the Beneficiary Designation attached to this Retention Stock Option Agreement as
Appendix A or another form provided by the Human Resource Department.
Section 9. Successors and Assigns. This Stock Option Agreement shall inure to
the benefit of and shall be binding upon the Company and you and the Company’s successors and
assigns and your respective heirs, successors and assigns.
Section 10. Construction of Language. Whenever appropriate in the Stock Option
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
Stock Option Agreement, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the Plan, as amended
from time to time.
Section 11. Governing Law. This Stock Option Agreement shall be construed,
administered and enforced according to the laws of the State of New Jersey without giving effect to
the conflict of laws principles thereof, except to the extent that such laws are preempted by the
federal law. The federal and state courts located in the Counties of New Jersey shall have
exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of this
Stock Option Agreement. By accepting this Stock Option Agreement, you agree to submit yourself,
and any such legal action as you shall bring under the Plan, to the sole jurisdiction of such
courts for the adjudication and resolution of any such disputes.
Section 12. Amendment. This Stock Option 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 13. Plan Provisions Control. This Stock Option 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 mandatory provisions of the Plan and the provisions of this
Stock Option Agreement, the terms of the Plan, which are incorporated herein by reference, shall
control. By signing this Stock Option Agreement, you acknowledge receipt of a copy of the Plan.
You acknowledge that you may not and will not rely on any statement of account or other
communication or document issued in connection with the Plan
other than the Plan, this Stock Option
Agreement, and any document signed by an authorized representative of the Company that is
designated as an amendment of the Plan or this Stock Option Agreement.
Beneficiary Designation Form
GENERAL |
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INFORMATION |
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| Use this form to designate the Beneficiary(ies) who will receive vested Stock Options outstanding to you at the time of your death. |
Name of Person |
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Making Designation
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Social Security Number C C |
BENEFICIARY DESIGNATION |
Complete sections A and B. If no percentage shares are specified, 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(s) as my primary Beneficiary(ies), reserving the right to change or revoke this designation at any time prior to my death:
| Name | Address | Relationship | Birth Date | Share | |||||
| % | |||||||||
| % | |||||||||
| % | |||||||||
| Total = 100 | % |
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) 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 with respect to all outstanding Stock Options:
| Name | Address | Relationship | Birth Date | Share | |||||
| % | |||||||||
| % | |||||||||
| % | |||||||||
| Total = 100 | % |
I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of Xxxxxx City Bancorp, Inc. prior to my death. I also
understand that an effective Beneficiary Designation revokes my prior designation(s) with respect to all outstanding stock options outstanding to me under the 2006 Stock Incentive Plan and any
other prior or subsequent stock option plan, program or arrangement of Xxxxxx City Bancorp, Inc.
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This Beneficiary Designation was received by the Corporate
Secretary of Xxxxxx City Bancorp, Inc. on the date indicated.
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Comments |
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By |
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Authorized Signature
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