STOCK OPTION AGREEMENT
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FOR NON-STATUTORY STOCK OPTIONS
PURSUANT TO THE
TECHE HOLDING COMPANY
2001 STOCK-BASED INCENTIVE PLAN
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NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of __________ shares of Common Stock of Teche
Holding Company (the "Company") is hereby granted to ________________________
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions and provisions of the 2001 Stock-Based
Incentive Plan (the "Plan") adopted by the Company which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such Stock Options do
not comply with Options granted under Section 422 of the Internal Revenue Code
of 1986, as amended.
1. Option Price. The Option price is $_______ for each Share, being 100% of
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the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance with
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provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Awarded Which Are
Date Options Non-forfeitable
---- ------- ---------------
Upon grant............................ _____ 25%
As of ________________................ _____ 50%
As of ________________................ _____ 75%
As of ________________ ............... _____ 100%
Options shall continue to vest annually provided that such holder remains a
director or director emeritus of Teche Federal Savings Bank (the "Bank") or the
Company. Notwithstanding any provisions in Section 2, in no event shall common
stock acquired upon exercise of this Option be sold within six months from the
date of grant. Options shall be 100% vested and exercisable upon the death or
disability of the Optionee, or upon a Change in Control of the Company or the
Bank.
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(b) Method of Exercise. This Option shall be exercisable by a written
notice which shall:
(i) State the election to exercise the Option, the number of
Shares 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
Option and, if the 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 with respect to which the
Option is being 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. 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. This Option may not be exercised if the
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issuance of the Shares 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 this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in any
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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.
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4. Term of Option. This Option may not be exercised more than ten (10)
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years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
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additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Teche Holding Company
Date of Grant: By:
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Attest:
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[SEAL]
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NON-STATUTORY STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
TECHE HOLDING COMPANY
2001 STOCK-BASED INCENTIVE PLAN
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(Date)
Teche Holding Company
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Dear Sir:
The undersigned elects to exercise the Non-Statutory Stock Option to
purchase __________ shares of Common Stock of Teche Holding Company under and
pursuant to a Stock Option Agreement dated ________________.
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
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of Common Stock
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$ Total
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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
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Address
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Social Security Number
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Very truly yours,
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