FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE LINCOLN BANCORP FOR EMPLOYEES
Exhibit
10.3
[Date]
UNDER
THE LINCOLN BANCORP
2005
STOCK OPTION PLAN
FOR
EMPLOYEES
[Name
of
Optionee:]
You
are
hereby granted the option to purchase a total of _______ shares of the Common
Stock, without par value (“Common Stock”), of Lincoln Bancorp (the “Holding
Company”) over the next ten years and one day pursuant to the Holding Company’s
2005 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
Holding Company’s Stock Option Plan Committee (the “Committee”), you may
exercise your option by tendering to the Holding Company whole shares of the
Holding Company’s Common Stock owned by you, or any combination of whole shares
of Holding Company Common Stock owned by you and cash, having a fair market
value equal to the cash exercise price of the shares with respect to which
the
option is exercised by you. For this purpose, any shares so tendered shall
be
deemed to have 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 Holding Company’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 Holding Company upon the receipt of such cash from
the
sale of the Holding Company Common Stock. Contact the Secretary of the Holding
Company 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 and one
day from the date of this letter, subject to earlier termination as provided
in
paragraphs 3 and
4
hereof.
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 Holding Company or any of its subsidiaries for
any reason other than retirement, permanent and total disability, or death,
this
option shall terminate 30 days after your termination of employment. If your
employment by the Holding Company 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 Holding Company or one of its subsidiaries), you may
exercise this option to the extent it was exercisable at the date of your
retirement 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,
however, that if you are a director or a director emeritus of the Holding
Company at the time of your retirement, the option shall continue to vest while
you serve as director or director emeritus and you may exercise this option
in
whole or in part until the later of (a) three years after your date of
retirement or (b) six months after your service as a director and/or director
emeritus of the Holding Company terminates, but not later than the date upon
which this option would otherwise expire. If you cease to be an employee of
the
Holding Company 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
not later than the date upon which this option would otherwise
expire.
4. If
you
die while employed by the Holding Company 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 Holding Company), or within one year after the
termination of your employment (or termination of service as a director or
director emeritus) 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 your guardian, if any, 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 and one
day
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 Holding Company as the Holding Company may deem consistent with
applicable federal and state laws.
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8. Nothing
in this option shall restrict the right of the Holding Company or its
shareholders to terminate your service as a director 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 Committee. A copy of the Plan has been furnished to
you
and an additional copy may be obtained from the Holding Company. 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 Holding Company and your exercise of the option herein
granted, shall be addressed to Lincoln Bancorp, 000 Xxxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000, Attention: Secretary, or such other address as the
Holding Company may, from time to time, specify.
11. This
option may not be exercised until the Holding Company has been advised by
counsel that all other applicable legal requirements have been met.
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Very
truly yours,
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LINCOLN
BANCORP
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By:
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Xxxxx
X. Xxxxx, President and Chief Executive
Officer
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Accepted
on the date above written:
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[Name
of Optionee]
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