Exhibit 10.2
__________, 2005
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER HOME FEDERAL BANCORP
____________ STOCK OPTION PLAN
:
You are hereby granted the option to purchase a total of _________
shares of the Common Stock, without par value ("Common Stock"), of Home Federal
Bancorp (the "Corporation") over the next ten years pursuant to the
Corporation's ___________ Stock Option Plan (the "Plan"), on the following terms
and conditions:
1. The purchase price of the shares of Common Stock subject to this
option is $__________ per share. You must pay this purchase price in cash at the
time this option is exercised; provided, however, that with the approval of the
Corporation's Stock Option Committee (the "Committee"), you may exercise your
option by tendering to the Corporation whole shares of the Corporation's Common
Stock owned by you, or any combination of whole shares of the Corporation's
Common Stock owned by you and cash, having a fair market value equal to the mean
between the highest and lowest quoted selling prices for the shares on the date
of exercise of the option (or if there were no sales on such date the weighted
average of the means between the highest and lowest quoted selling prices on the
nearest date before and the nearest date after the date of exercise of the
option), as reported in The Wall Street Journal or a similar publication
selected by the Committee. To exercise this option, you must send written notice
to the Corporation's Secretary at the address noted in Section 10 hereof. Such
notice shall state the number of shares in respect of which the option is being
exercised, shall identify the option exercised as a non-qualified stock option,
and shall be signed by the person or persons so exercising the option. Such
notice shall be accompanied by payment of the full cash option price for such
shares or, if the Committee has authorized the use of the stock swap feature
provided for above, such notice shall be followed as soon as practicable by the
delivery of the option price for such shares. Certificates evidencing shares of
Common Stock will not be delivered to you until payment has been made. Under
certain circumstances, the Plan permits you to deliver a notice to your broker
to deliver the cash to the Corporation upon the receipt of such cash from the
sale of the Corporation's Common Stock. Contact the Secretary of the Corporation
for further information about this procedure if you are interested in it.
2. The term of this option (the "Option Term") shall be for a period of
ten years from the date of this letter, subject to earlier termination as
provided in paragraphs 3 and 4 hereof. Except as otherwise provided below, the
option may be exercised at any time, or from time to time, in whole or in part,
until the Option Term expires, but in no case may fewer than 100 such shares be
purchased at any one time, except to purchase a residue of fewer than 100
shares.
3. If you cease to be an employee of the Corporation or any of its
subsidiaries for any reason other than retirement, permanent and total
disability, or death, this option shall forthwith terminate. If your employment
by the Corporation or any of its subsidiaries is terminated by reason of
retirement (which means such termination of employment as shall entitle you to
early or normal retirement benefits under any then existing pension plan of the
Corporation or one of its subsidiaries), you may exercise this option in whole
or in part within three years after such retirement, but not later than the date
upon which this option would otherwise expire; provided that if you remain a
director or director emeritus of the Corporation, the option may be exercised
until the later of three years after such retirement or six months after your
service as a director or director emeritus terminates, but not later than the
date the option would otherwise expire. If you cease to be an employee of the
Corporation or any of its subsidiaries because of your permanent and total
disability, you may exercise this option in whole or in part at any time within
one year after such termination of employment by reason of such disability, but
no later than the date upon which this option would otherwise expire.
4. If you die while employed by the Corporation or any of its
subsidiaries, within three years after the termination of your employment
because of retirement (or if later, six months following your termination of
service as a director or director emeritus of the Corporation if you were
serving as such at the time of your retirement), or within one year after the
termination of your employment because of permanent and total disability, this
option may be exercised in whole or in part by your executor, administrator, or
estate beneficiaries at any time within one (1) year after the date of your
death but not later than the date upon which this option would otherwise expire.
5. This option is non-transferable otherwise than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order.
It may be exercised only by you, or, if you die, by your executor,
administrator, or beneficiaries of your estate who are entitled to your option.
6. All rights to exercise this option will expire, in any event, ten
years from the date of this letter.
7. Certificates evidencing shares issued upon exercise of this option
may bear a legend setting forth among other things such restrictions on the
disposition or transfer of the shares of the Corporation as the Corporation may
deem consistent with applicable federal and state laws.
8. Nothing in this option shall restrict the right of the Corporation
or its subsidiaries to terminate your employment at any time with or without
cause.
9. This option is subject to all the terms, provisions and conditions
of the Plan, which is incorporated herein by reference, and to such regulations
as may from time to time be adopted by the Corporation's Stock Option Committee.
A copy of the Plan has been furnished to you and an additional copy may be
obtained from the Corporation. In the event of any conflict between the
provisions of the Plan and the provisions of this letter, the terms, conditions
and provisions of the Plan shall control, and this letter shall be deemed to be
modified accordingly.
10. All notices by you to the Corporation and your exercise of the
option herein granted, shall be addressed to Home Federal Bancorp, 000 Xxxx
Xxxxxx Xxxxxx, X.X. Xxx 000, Xxxxxxx, Xxxxxxx 00000-0000, Attention: Secretary,
or such other address as the Corporation may, from time to time, specify.
11. This option may not be exercised until the Corporation has been
advised by counsel that all applicable legal requirements have been met.
Very truly yours,
HOME FEDERAL BANCORP
By:
Xxxxxxxx X. Xxxxxx
Executive Vice President/Chief
Financial Officer
Accepted on the date above written:
