EXHIBIT 4.3
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STOCK OPTION AGREEMENT
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TO: NAME
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ADDRESS
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DATE: GRANT DATE
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In order to provide additional incentive through stock ownership for
certain officers, key employees and non-employee directors of First Oak Brook
Bancshares, Inc. (the "Company") and its subsidiaries, you are hereby granted an
Option by the Company, effective as of the date hereof (the "date of grant"), to
purchase # OPTIONS shares of the Company's Common Stock ("Shares") at a price
per share of OPTION PRICE subject to the terms and conditions set forth in the
First Oak Brook Bancshares, Inc. Amended and Restated 1987 Stock Option Plan
(the "Plan"), the terms of which are incorporated herein by reference.
All capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the Plan.
This Option may be exercised on a cumulative basis as to the number of
Shares determined under the following schedule:
Maximum Number of
Years after Shares as to Which
Date of Grant Option May be Exercised
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Less than 1 None
1 but less than 2 YEAR 1
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2 but less than 3 YEAR 2
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3 but less than 4 YEAR 3
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4 but less than 5 YEAR 4
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5 but not more than 10 YEAR 5
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This Option shall become immediately exercisable in full upon your death,
disability or Change in Control, as provided in the Plan or in this Stock Option
Agreement.
This Option may not be exercised after 10 years from the date of grant, at
which time this Option will lapse. This Option is personal to you and may not be
sold, transferred, pledged, assigned or otherwise alienated, other than as
provided herein. This Option shall be exercisable during your lifetime only by
you.
Notwithstanding the foregoing, you may transfer this Option to:
(a) your spouse, children or grandchildren ("Immediate Family Members");
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(b) a trust or trusts for the exclusive benefit of such Immediate Family
Members, or;
(c) a partnership in which such Immediate Family Members are the only
partners,
provided that:
(i) there may be no consideration for any such transfer;
(ii) subsequent transfers of such transferred Option shall be prohibited,
except to designated beneficiaries; and
(iii) such transfer is evidenced by documents acceptable to the Company
and filed with the Company's Human Resources Department.
Following such transfer, this Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of designating a beneficiary with respect thereto,
the transferee shall be entitled to designate the beneficiary. The provisions
of this Stock Option Agreement relating to the period of exercisability and
expiration of this Option shall continue to be applied with respect to you and
your status as an employee, and this Option shall be exercisable by the
transferee only to the extent, and for the periods, set forth in this Stock
Option Agreement. Transfer of Shares purchased by your transferee upon exercise
of this Option may also be subject to the restrictions and limitations described
in this Stock Option Agreement.
You may designate a beneficiary or beneficiaries with respect to this
Option by completing and filing a completed copy of the Beneficiary Designation
Form, attached to this Stock Option Agreement, with the Company's Human
Resources Department.
You may exercise this Option by giving written notice to the Secretary of
the Company accomplished by either:
(a) a check in payment of the Option price (OPTION PRICE per share) for
the number of Shares of the Option being exercised; or
(b) tendering a sufficient number of shares of the Company's Common Stock
or the Company's Class A Common Stock with a fair market value equal
(subject to adjustment for fractional shares) to the cost of the
number of Shares of the Option being exercised.
The Plan provides that no Option may be exercised unless the Plan is in full
compliance with all laws and regulations applicable thereto.
No amendment, modification or waiver of this Option, in whole or in part, shall
be binding unless consented to in writing by the Company and no amendment may
cause any Option holder to be unfavorably affected with respect to any Option
already granted hereunder.
It is a condition of your right to exercise this Option that you remain employed
by the Company or its subsidiaries on a continuous basis for a period of at
least one year after the date hereof. Thereafter, this Option shall terminate
on the date you cease to be employed by the Company and its subsidiaries, except
that (i) during the three-month period following the date of such termination of
employment you shall be entitled to exercise the Options granted hereunder to
the extent such Option was exercisable on the date of the termination of your
employment and (ii) during the one-year period following the date of termination
of
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employment due to permanent disability or death, you or your representative
shall be entitled to exercise the Option granted hereunder in full (to the
extent not previously exercised). Such three-month or one-year period shall
not, however, extend the term of any Option beyond the date such Option would
otherwise have lapsed.
Exercise of an Option will result in ordinary taxable income to you to the
extent the Fair Market Value of the Shares exceeds the exercise price. The date
on which the Fair Market Value of the Shares is determined for this purpose is
generally the date of exercise. You should consult your tax advisor regarding
tax treatment prior to exercising an Option. No Shares shall be issued upon
exercise unless and until all income tax withholding obligations with respect to
the Option exercise have been satisfied. With respect to the withholding
required upon the exercise of the Option hereunder, you may elect to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is determined equal to the
minimum statutory total tax which would be imposed on the exercise of the
Option. All such elections shall be irrevocable, made in writing and signed by
you.
Under applicable securities laws, you may not be able to sell any Shares for a
period of time after your purchase. The Company's counsel should be consulted
on your ability to sell your Shares under the 1934 Act. Any gain or loss upon
sale will be treated as long-term or short-term capital gain or loss depending
upon then existing tax laws. The basis of the stock for determining gain or
loss at the time of sale will be the Fair Market Value used to determine your
ordinary taxable income at the time of exercise.
Please sign the copy of this Stock Option Agreement and return it to the Company
in care of its Secretary, thereby indicating your understanding of and agreement
with its terms and conditions. Unless signed and returned by mail or otherwise
to the Secretary within thirty (30) days from the date of mailing or delivery to
you of this Agreement, this Option will be deemed refused and withdrawn. By
signing this Agreement, you acknowledge receipt of a copy of the Plan. The
terms of the Plan shall have precedence over any terms in this Agreement that
are inconsistent therewith.
FIRST OAK BROOK BANCSHARES, INC.
Date: ________________________ By:___________________________________
Its: President
I hereby acknowledge receipt of a copy of the First Oak Brook Bancshares,
Inc. Amended and Restated 1987 Stock Option Plan Summary Description, and,
having read it, I hereby signify my understanding of, and my agreement with, its
terms and conditions and, further, signify my agreement with the terms and
conditions of this Stock Option Agreement.
Date: ________________________ ______________________________________
Optionee
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BENEFICIARY DESIGNATION FORM
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Re: Options Granted __________________ ____, 1999
You may designate a primary beneficiary and a secondary beneficiary to whom
rights under your Option will pass in the event of your death. You may name
more than one person as a primary or secondary beneficiary. For example, you
may wish to name your spouse as primary beneficiary and your children as
secondary beneficiaries. Your secondary beneficiary(ies) will have no rights
with respect to your Option if any of your primary beneficiaries survive you.
All primary beneficiaries will have equal rights with respect to your Option
unless you indicate otherwise. The same rule applies for secondary
beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and relationship to you):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Secondary Beneficiary(ies) (give name, address and relationship to you):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
I certify that my designation of beneficiary set forth above is my free act
and deed and acknowledge that when effective it will revoke any prior
designation I may have made with regard to the Option set forth above.
_______________________________ ______________________________________
Name (Please Print) Signature
______________________________________
Date
This Beneficiary Designation Form shall be effective on the day it is
received at the offices of First Oak Brook Bancshares, Inc., 0000 Xxxxxxxxx
Xxxxxx, Xxx Xxxxx, Xxxxxxxx 00000.
RECEIVED AND ACKNOWLEDGED: FIRST OAK BROOK BANCSHARES, INC.
By:________________________________
Its:_______________________________
Date:________________
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