1
Exhibit 10.1 Stock Option Assumption Agreement
2
XXXXXX BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE:
STOCK OPTION ASSUMPTION AGREEMENT issued as of the day of February,
----
1999 by XXXXXX BANCORP, INC., a Delaware corporation ("Xxxxxx").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of T R Financial
Corp., a Delaware corporation ("TRFC"), which were granted to Optionee under the
TRFC 1993 Incentive Stock Option Plan (the "ISO Plan") and are evidenced by one
or more Stock Option Agreements (the "Option Agreement(s)") between TRFC and
Optionee, which are incorporated by reference herein.
WHEREAS, effective as of , TRFC has merged with and into
------------
Xxxxxx (the "Merger") pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 25, 1998, by and between Xxxxxx and TRFC;
WHEREAS, the Merger Agreement provides for the conversion of all
outstanding stock options under the ISO Plan into options to purchase Xxxxxx
common stock ("Xxxxxx Stock"), and to issue to the holder of each outstanding
option an agreement evidencing the conversion and assumption of such option;
WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange
ratio (the "Exchange Ratio") in effect for the Merger is 2.05 shares of Xxxxxx
Stock for each outstanding share of TRFC common stock ("TRFC Stock");
WHEREAS, this Stock Option Assumption Agreement is to become effective
immediately in order to reflect certain adjustments to Optionee's outstanding
options under the ISO Plan, which have become necessary by reason of the
assumption of those options by Xxxxxx in connection with the Merger;
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Xxxxxx Stock subject to the stock options held
by Optionee under the ISO Plan immediately prior to the Effective Time (as
defined in the Merger Agreement) of the Merger (the "TRFC Options") and the
exercise price payable per share are set forth in Exhibit A hereto. Xxxxxx
hereby assumes, as of the Effective Time, all the duties and obligations of TRFC
under each of the TRFC Options as set forth in the ISO Plan and the Optionee's
Option Agreement(s). In connection with such assumption, the number of shares of
Xxxxxx Stock purchasable under each TRFC Option hereby assumed and the exercise
price payable thereunder have been adjusted to reflect the Exchange Ratio in a
manner consistent with the Merger Agreement. Accordingly, the number of shares
of Xxxxxx Stock subject to each TRFC Option hereby assumed
3
shall be as specified for that option in attached Exhibit A, and the adjusted
exercise price payable per share of Xxxxxx Stock under the assumed TRFC Option
shall be as indicated for that option in attached Exhibit A.
2. The following provisions shall govern each TRFC Option hereby assumed
by Xxxxxx:
(a) Unless the context otherwise requires, all references in each
Option Agreement and in the ISO Plan (as incorporated into such Option
Agreement) (i) to the "Company" shall mean Xxxxxx, (ii) to "Stock" shall
mean shares of Xxxxxx Stock, (iii) to the "Board" shall mean the Board of
Directors of Xxxxxx and (iv) to the "Committee" shall mean the Personnel
Committee of the Xxxxxx Board of Directors.
(b) The grant date and the expiration date of each assumed TRFC
Option and all other provisions which govern either the exercisability or
the termination of the assumed TRFC Option shall remain the same as set
forth in the Option Agreement applicable to that option and the provisions
of the ISO Plan, and shall accordingly govern and control Optionee's
rights under this Stock Option Assumption Agreement to purchase Xxxxxx
Stock.
(c) For purposes of applying any and all provisions of the Option
Agreement relating to Optionee's status as an employee, Optionee shall be
deemed to continue in such status as an employee for so long as Optionee
renders services as an employee of Xxxxxx or any Xxxxxx subsidiary (within
the meaning of a "subsidiary corporation" as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended). Accordingly, the
provisions of the Option Agreement governing the termination of the
assumed TRFC Options upon Optionee's cessation of service as an employee
of TRFC shall hereafter be applied on the basis of Optionee's cessation of
employee or nonemployee director's status with Xxxxxx and its
subsidiaries, and each assumed TRFC Option shall accordingly terminate,
within the designated time period in effect under the Option Agreement for
that option, following such cessation of service as an employee of Xxxxxx
and its subsidiaries.
(d) The adjusted exercise price payable for the Xxxxxx Stock subject
to each assumed TRFC Option shall be payable in any of the forms
authorized under the ISO Plan and the Option Agreement applicable to that
option.
(e) In order to exercise each assumed TRFC Option, Optionee must
deliver to Xxxxxx a written notice of exercise in which the number of
shares of Xxxxxx Stock to be purchased thereunder must be indicated. The
exercise notice must be accompanied by payment of the adjusted exercise
price payable for the purchased shares of Xxxxxx Stock and should be
delivered to Xxxxxx at the following address:
Xxxxxx Bancorp, Inc.
Attn: Human Resources Department
The Xxxxxx Savings Bank
0 Xxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
4
3. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Acquisition shall continue in full force
and effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
IN WITNESS WHEREOF, Xxxxxx has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly authorized officer as of the
day of February, 1999.
---
XXXXXX BANCORP, INC.
By:
-------------------------
Title:
----------------------
ACKNOWLEDGMENT
The undersigned acknowledges receipt of this foregoing Stock Option
Assumption Agreement and understands and acknowledges that all rights and
liabilities with respect to each of his or her TRFC Options hereby assumed by
Xxxxxx are as set forth only in the Option Agreement, the ISO Plan and this
Stock Option Assumption Agreement and that no other agreements exist with
respect to his TRFC Options. The undersigned also acknowledges that, except to
the extent specifically modified by this Stock Option Assumption Agreement, all
of the terms and conditions of the Option Agreement as in effect immediately
prior to the effective time shall continue in full force and effect and shall
not in any way be amended, revised or otherwise affected by this Stock Option
Assumption Agreement. The undersigned further acknowledges that the TRFC Option
or Options described in Exhibit A hereto constitute all of the options or other
rights to purchase TRFC Stock that he or she owned immediately prior to the
effective time of the Merger.
, Optionee
-------------------------
DATED: , 1999
------------------
5
EXHIBIT A
Optionee's Outstanding Options to Purchase Shares
of T R Financial Corp.
(Pre-Merger)
DATE OF OPTION AGREEMENT NUMBER OF OPTIONS EXERCISE PRICE
------------------------ ---------------- --------------
Optionee's Outstanding Options to Purchase Shares
of Xxxxxx Bancorp, Inc. Common Stock
(Post-Merger)
DATE OF OPTION AGREEMENT ADJUSTED NUMBER OF OPTIONS ADJUSTED EXERCISE PRICE
------------------------ -------------------------- -----------------------
