Rome Bancorp, Inc.
EXHIBIT
4.2
Rome
Bancorp, Inc.
2006
Stock Option Plan
Stock
Option Certificate
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Name
of Optionee
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Social
Security Number
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Street
Address
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City
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State
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ZIP
Code
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This
Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the Rome Bancorp, Inc. 2006 Stock
Option Plan. Set forth below are the specific terms and conditions applicable
to
this Stock Option. Attached as Exhibit
A
are its
general terms and conditions.
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Option
Grant
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(A)
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(B)
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(C)
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(D)
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(E)
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Grant
Date:
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Class
of Optioned Shares*
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Common
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Common
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Common
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Common
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Common
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No.
of Optioned Shares*
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Exercise
Price Per Share*
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Option
Type (ISO or NQSO)
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Vesting
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Earliest
Exercise Date*
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Option
Expiration Date*
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*Subject
to adjustment as provided in the Plan and the General Terms and
Conditions.
By
signing where indicated below, Rome Bancorp, Inc. (the “Company”) grants this
Stock Option upon the specified terms and conditions, and the Optionee
acknowledges receipt of this Stock Option Agreement, including Exhibit
A,
and
agrees to observe and be bound by the terms and conditions set forth herein
and
acknowledges receipt of a Prospectus dated May 3, 2006 for the Rome Bancorp,
Inc. 2006 Stock Option Plan.
Rome
Bancorp, Inc. Optionee
By_________________________________________ ________________________________
Name:
Title:
_____________________________________________________________________________________
Instructions:
This
page should be completed by or on behalf of the Compensation Committee. Any
blank space intentionally left blank should be crossed out. An option grant
consists of a number of optioned shares with uniform terms and conditions.
Where
options are granted on the same date with varying terms and conditions (for
example, varying exercise prices or earliest exercise dates), the options should
be recorded as a series of grants each with its own uniform terms and
conditions.
EXHIBIT
A
Rome
Bancorp, Inc. 2006 Stock Option Plan
Stock
Option Certificate
General
Terms and Conditions
Section
1. Option
Size and Type.
The
number of shares of Common Stock, par value $0.01 per share ("Shares"), that
have been optioned to you under the Rome Bancorp, Inc. 2006 Stock Option
Plan
(the "Plan") is specified in this Stock Option Certificate. If the "Option
Type"
shown for your stock option is "ISO", then your stock option has been designed
with the intent that it qualify to the maximum permissible extent for the
special tax benefits applicable to incentive stock options under the Internal
Revenue Code of 1986. If the "Option Type" shown for your stock options is
"NQSO", then incentive stock option tax treatment is not
applicable.
Section
2. Exercise
Price.
The
Exercise Price for your stock options is the price per Share at which you
may
acquire the Shares that have been optioned to you and is specified in this
Stock
Option Certificate. As a general rule, the Exercise Price for your stock
options
will not change unless there is a stock split, stock dividend, merger or
other
major corporate event that justifies an adjustment.
Section
3. Vesting.
(a)
Earliest
Exercise Date.
You may
not exercise your stock options until they are vested. The date on which
your
stock options become vested is specified in this Stock Option Certificate
as the
Earliest Exercise Date. As a general rule, you must be in the service of
the
Company on an Earliest Exercise Date in order to be vested in the stock options
that vest on that date. You may acquire the Shares that have been optioned
to
you by exercising your stock options at any time during the period beginning
on
the Earliest Exercise Date and continuing until the applicable Option Expiration
Date, by completing and filing the Notice of Exercise of Stock Option that
is
attached to this Stock Option Certificate as Appendix A and by following
the
procedures outlined therein.
(b)
Forfeitures.
If you
terminate service with the Company prior to an Earliest Exercise Date, you
will
forfeit any stock options that are scheduled to vest on that date. When you
forfeit stock options, you relinquish any and all rights that you have to
acquire the Shares that were optioned to you.
(c)
Accelerated
Vesting.
Your
outstanding stock options that have not previously vested will become fully
and
immediately vested, without any further action on your part, in the event
of
your death, Disability or Retirement before your termination of service with
the
Company. Similarly, all of your outstanding stock options that have not
previously vested will become fully and immediately vested if a Change of
Control occurs before your termination of service with the Company; provided,
that these unvested stock options shall accelerate vesting only if no substitute
grant is made pursuant to section 8.3(b) of the Plan. If vesting accelerates,
the accelerated vesting date will be the applicable Earliest Exercise Date.
You
may designate a beneficiary to inherit your rights to any vested, unexercised
stock options that are outstanding to you at your death using the Beneficiary
Designation attached as Appendix B.
Section
4. Option
Expiration Date.
To
derive any benefit from your stock options, you must exercise them during
the
period that begins on the applicable Earliest Exercise Date and ends on the
Option Expiration Date. The Option Expiration Date for your stock options
is
specified in this Stock Option Certificate. Your Option Expiration Date may
be
accelerated in the event of your termination of service with the Company.
Your
stock options will expire on the earliest of (i) the Option Expiration Date,
(ii) three months after your termination of service with the Company for
any
reason other than death, Disability (as defined in the Plan), Retirement
(as
defined in the Plan) or Termination for Cause (as defined in the Plan); (iii)
one year after your termination of service due to death, Disability or
Retirement; and (iv) the date and time of your Termination for Cause.
Note:
To
qualify for the favorable tax treatment accorded to incentive stock options,
you
(or, in the event of your death, your estate or designated beneficiaries)
must
exercise any stock options that are designated as ISOs within three months
after
you terminate service as a common-law employee of the Company and its affiliates
for any reason other than death or disability and within one year after you
terminate service as common-law employee due to your death or disability.
If
they are exercised later, they will be subject to tax as if they were designated
as NQSOs.
Section
5. Amendment.
This
Certificate may be amended, in whole or in part and in any manner not
inconsistent with the provisions of the Plan, at any time and from time to
time,
by written Certificate between the Company and you.
Section
6. Plan
Provisions Control.
This
Certificate and the rights and obligations created hereunder shall be subject
to
all of the terms and conditions of the Plan. In the event of any conflict
between the provisions of the Plan and the provisions of this Certificate,
the
terms of the Plan, which are incorporated herein by reference, shall control.
Capitalized terms in this Certificate have the meaning defined in the Plan,
as
amended from time to time, unless stated otherwise. By signing this Certificate,
you acknowledge receipt of a copy of the Plan and a copy of the related
Prospectus dated May 3, 2006.
Appendix
A to Stock Option Certificate
Rome
Bancorp, Inc. 2006 Stock Option Plan
Notice
of Exercise of Stock Option
Use
this Notice to inform Rome Bancorp, Inc. that you are exercising your right
to
purchase shares of common stock ("Shares") of Rome Bancorp, Inc. pursuant
to an
option ("Option") granted under the Rome Bancorp, Inc. 2006 Stock Option
Plan
("Plan"). If you are not the person to whom the Option was granted ("Option
Recipient"), you must attach to this Notice proof of your right to exercise
the
Option granted under the Stock Option Certificate entered into between Rome
Bancorp, Inc. and the Option Recipient ("Certificate"). This Notice should
be
personally delivered or mailed by certified mail, return receipt requested
to:
Rome Bancorp, Inc., 000 Xxxx Xxxxxxxx Xxxxxx, Xxxx, XX 00000, Attention:
Compensation Committee. The effective date of the exercise of the Option
shall
be the earliest date practicable following the date this Notice is received
by
Rome Bancorp, Inc. ("Effective Date"). Except as specifically provided to
the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan.
OPTION
INFORMATION Identify
below the Option that you are exercising by providing the following information
from the Stock Option Certificate.
| Name of Option Recipient: | ||||||||||
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,
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Exercise
Price per share:
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$
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| Option Grant Date: |
(Month
and Day)
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(Year) | ||||||||
EXERCISE
PRICE Compute
the Exercise Price below and select a method of payment.
| Total Exercise Price |
x
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$
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= |
$
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| (No. of Shares) | (Exercise Price) |
Total
Exercise Price
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| Method of Payment | |||||||||||||
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I
enclose a certified check, money order, or bank draft payable to
the order
of Rome Bancorp, Inc.
in
the amount of
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$
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I
enclose Shares I have owned for at least six months duly endorsed
for
transfer to Rome Bancorp, Inc.
with
all stamps attached and having a fair market value of*
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$
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| Total Exercise Price |
$
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| *Subject to Committee approval as an acceptable method of payment. | |||||||||||||
ISSUANCE
OF CERTIFICATES
I
hereby
direct that the stock certificates representing the Shares purchased pursuant
to
section 2 above be issued to the following person(s) in the amount specified
below:
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Name
and Address
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Social
Security No.
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No.
of Shares
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WITHHOLDING
ELECTIONS For
Employee Option Recipients with Non-Qualified Stock Options only. Beneficiaries
should not complete.
I
understand that I am responsible for the amount of federal, state and local
taxes required to be withheld with respect to the Shares to be issued to
me
pursuant to this Notice, but that I may request Rome Bancorp, Inc. to retain
or
sell a sufficient number of such Shares to cover the amount to be withheld.
I
hereby request that any taxes required to be withheld be paid in the following
manner [check one]:
With
a
certified or bank check that I will deliver to Rome Bancorp, Inc. on the
day
after the Effective Date of my Option exercise.
With
the
proceeds from a sale of Shares that would otherwise be distributed to
me.
Retain
shares that would otherwise be distributed to me and that have a value equal
to
the minimum amount required to be withheld by law.
I
understand that the withholding elections I have made on this form are not
binding on the Committee, and that the Committee will decide the amount to
be
withheld and the method of withholding and advise me of its decision prior
to
the Effective Date. I further understand that the Committee may request
additional information or assurances regarding the manner and time at which
I
will report the income attributable to the distribution to be made to me.
I
further understand that if I have elected to have Shares sold to satisfy
tax
withholding, I may be asked to pay a minimal amount of such taxes in cash
in
order to avoid the sale of more Shares than are necessary.
COMPLIANCE
WITH TAX AND SECURITIES LAWS
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S
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G
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H
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I
understand that I must rely on, and consult with, my own tax and
legal
counsel (and not Rome Bancorp, Inc.) regarding the application
of all laws
-- particularly tax and securities laws -- to the transactions
to be
effected pursuant to my Option and this Notice. I understand that
I will
be responsible for paying any federal, state and local taxes that
may
become due upon the sale (including a sale pursuant to a "cashless
exercise") or other disposition of Shares issued pursuant to this
Notice
and that I must consult with my own tax advisor regarding how and
when
such income will be reportable.
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Signature
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Date
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Internal
Use Only
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| Received [check one]: |
By
Hand
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By
Mail Post Marked
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Date
of Post Xxxx
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Authorized
Signature
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Date
of Receipt
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Appendix
B to Stock Option Certificate
Rome
Bancorp, Inc.
2006
Stock Option Plan
Beneficiary
Designation Form
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GENERAL
INFORMATION
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Use this form to designate the Beneficiary(ies) who will receive Shares available for distribution at the time of your death. | ||||||||
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Name
of
Award
Recipient
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Social
Security Number
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BENEFICIARY
DESIGNATION
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Complete
sections A and B. If no percentage shares are specified, each
Beneficiary
in the same class (primary or contingent) shall have an equal
share. If
any designated Beneficiary predeceases you, the shares of each
remaining
Beneficiary in the same class (primary or contingent) shall be
increased
proportionately.
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A.
PRIMARY BENEFICIARY(IES).
I
hereby designate the following person as my primary Beneficiary
under the
Plan, reserving the right to change or revoke this designation
at any time
prior to my death:
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Name
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Address
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Relationship
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Birthdate
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Share
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%
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%
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%
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Total
= 100%
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B.
CONTINGENT BENEFICIARY(IES).
I
hereby designate the following person(s) as my contingent Beneficiary(ies)
under the Plan to receive benefits only if all of my primary
Beneficiaries
should predecease me, reserving the right to change or revoke
this
designation at any time prior to my death with respect to all
outstanding
Awarded Shares:
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Name
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Address
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Relationship
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Birthdate
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Share
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%
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%
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%
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Total
= 100%
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S
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G
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H
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I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of Rome Bancorp, Inc. prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Awarded Shares. | |||||||||||||
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Your
Signature
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Date
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Internal
Use
Only
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| This Beneficiary Designation was received by the Corporate Secretary of Rome Bancorp, Inc. on the date indicated. |
Comments
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Authorized
Signature
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Date
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