1st STATE BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
______________________________
Stock Option Agreement
______________________________
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
STOCK OPTION (the "Option") for a total of __________
shares of Common Stock, par value $.01 per share, of 1st State
Bancorp, Inc. (the "Company"), which Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), is
hereby granted to _________________________ (the "Optionee") at
the price set forth herein, and in all respects subject to the
terms, definitions and provisions of the 1st State Bancorp, Inc.
2000 Stock Option and Incentive Plan (the "Plan") which was
adopted by the Company and which is incorporated by reference
herein, receipt of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
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$_________ which equals 100% */ of 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
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in accordance with the Plan and the following provisions:
(i) Schedule of rights to exercise.
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Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
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____ ____%
____ ____%
____ ____%
_____________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
ISO Agreement
Page 2
(ii) Method of Exercise. This Option shall be exercisable
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by a written notice by the Optionee which shall:
(a) 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);
(b) 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;
(c) 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
(d) 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 exercised shall be by cash, Common
Stock owned for more than six months or such combination of cash
and Common Stock owned for more than six months as the Optionee
elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the
Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
(iii) Restrictions on exercise. This Option may not be
------------------------
exercised if the 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. Withholding. The Optionee hereby agrees that the
-----------
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
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transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable
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for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this
Option.
______________
Date of Grant 1st STATE BANCORP, INC.
2000 STOCK OPTION & INCENTIVE
PLAN COMMITTEE
By:___________________________________
Authorized Member of the Committee
Witness:______________________________
___________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on the date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
1st STATE BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
_____________
Date
Treasurer
1st State Bancorp, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-1797
Re: 1st State Bancorp, Inc. 2000 Stock Option and
Incentive Plan
---------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase ______________ shares, par value $.01, of
Common Stock of 1st State Bancorp, Inc. under and pursuant to a
Stock Option Agreement dated __________________, 20__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock owned for more than
six months, valued at the fair market value of the stock on the
date of exercise, as set forth below.
$______ of cash or check
$______ in the form of _______ shares of Common
Stock owned for more than six months, valued
at $____ per share
$ 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____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
____________________________
