EXHIBIT 4.4
Form of Stock Option Agreement to be entered into
with respect to Non-Incentive Stock Options
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1994 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1994 STOCK OPTION PLAN
STOCK OPTIONS for a total of shares of common stock, par value $0.10 per
share ("Common Stock"), of Thistle Group Holdings, Co. (the "Company") is hereby
granted to Xxxxxx X. Xxxxx (the "Optionee") at the price determined as provided
in, and in all respects subject to the terms, definitions and provisions of the
Thistle Group Holdings, Co. 1994 Stock Option Plan (the "Plan") which is
incorporated by reference herein, receipt of which is hereby acknowledged. Such
stock options do not comply with stock options granted under Section 422 of the
Internal Revenue Code of 1986, as amended.
1. Option Price. The exercise price is $ 2.07 for each share of Common
Stock under option, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this stock option. Such
exercise price accurately reflects any price adjustment resulting from the
corporate reorganization (the "Reorganization") of Roxborough-Manayunk Federal
Savings Bank (the "Bank") pursuant to which the Bank became the wholly-owned
subsidiary of the Company.
2. Exercise of Option. The stock options covered by this stock option
agreement shall be exercisable in accordance with provisions of the Plan as
follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
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Upon grant.................... 100%
Notwithstanding any provisions in this Section 2, in no event shall the
stock options covered by this stock option agreement be exercisable prior to six
months following the date of grant or the date of ratification of the Plan by
the Bank's stockholders, whichever is later.
(b) Method of Exercise. The stock options covered by this stock option
agreement shall be exercisable by a written notice which shall:
(i) State the election to exercise the option, the
number of shares of Common Stock 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
stock options and, if the stock 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 of Common Stock with respect to
which the stock 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. The stock options covered by this stock
option agreement may not be exercised if the issuance of the Common Stock 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 the stock options covered by this stock option agreement, the
Company may require the person exercising the stock options to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.
3. Non-transferability of Option. The stock options covered by this stock
option agreement 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. The stock options covered by this stock option agreement
may not be exercised more than ten (10) years from the date of grant, as set
forth below, and may be exercised during such term only in accordance with the
Plan and the terms of this stock option agreement.
5. Modification and Replacement of Prior Stock Options. By signing this
stock option agreement the Optionee and the Company agree that the stock options
covered herein shall modify and
replace, in accordance with Section 13 of the Plan, all of the Optionee's prior
options to purchase the common stock of Roxborough-Manayunk Federal Savings
Bank, originally granted to the Optionee on ________________ ____, 199____.
THISTLE GROUP HOLDINGS, CO.
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Original Date of Grant By:
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Optionee
Attest:
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[SEAL]
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1994 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1994 STOCK OPTION PLAN
-------------------------
(Date)
Thistle Group Holdings, Co.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Dear Sir or Madam:
The undersigned elects to exercise the Non-Incentive Stock Options to
purchase shares, par value $0.10, of common stock ("Common Stock") of Thistle
Group Holdings, Co. under and pursuant to a stock option agreement dated , 199 .
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,
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