EXHIBIT 10.17
CN BANCORP, INC.
INCENTIVE STOCK OPTION AGREEMENT FORM
Date: _____
Option Number: _____
Number of shares subject to option: _____
This AGREEMENT, dated _______, is made between CN Bancorp, Inc. (the "Company")
and _______________, (the "Optionee").
WHEREAS, the Company's Board of Directors adopted the CN Bancorp, Inc. Stock
Option Plan (the "Plan") on April 6, 2004; and
WHEREAS, the Company's shareholders approved the adoption of the Plan by the
Company on May 24, 2004; and
WHEREAS, the Committee, as described in the Plan (the "Committee"), has
recommended to the Company's Board of Directors that the Optionee be granted an
option under the Plan; and
WHEREAS, the Company now wishes to grant the Optionee an option as hereinafter
set forth.
NOW, THEREFORE, the Company and the Optionee hereby agree as follows:
Grant of Option. Pursuant to the provisions of the Plan, the Company hereby
grants to the Optionee, subject to the terms and conditions of that Plan and
subject further to the terms and conditions set forth herein, the right to
purchase from the Company ___ shares of common stock of the Company (the
"Stock") at the price of $____ per share (the "Option Price"). The option shall
be treated as an incentive stock option as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended.
Terms and Conditions. It is understood and agreed that the option for which this
Agreement provides is subject to the following terms and conditions:
Expiration Date. The option shall expire ten (10) years after the date indicated
above.
Exercise of Option. This option may be exercised in whole or in part, to the
extent the option is vested and provided that it may not be exercised with
respect to any fractional share. To the extent that any portion of this option
is not exercised when it first becomes exercisable, it may be exercised at a
later time, subject to any limitations contained in the Agreement or the Plan.
Subject to the other terms of this Agreement, the right to exercise the option
for which this Agreement provides shall be fully vested as of the date of this
Agreement.
The option shall be exercised by the delivery of a written notice to the Company
specifying the number of shares as to which the option is being exercised,
together with cash, a certified check, bank draft or money order, payable to the
order of the Company for an amount in U.S. dollars equal to the Option Price
times the number of shares as to which the option is being exercised, or such
other method of payment as specified herein and/or as authorized by the Plan.
Notation of any partial exercise shall be made by the Company on Schedule 1
hereto.
Payment of Purchase Price Upon Exercise. At the time of any exercise the
purchase price of the shares as to which the option shall be exercised shall be
paid to the Company in cash or with Stock already owned by the Optionee having a
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total Fair Market Value, as that terms is defined by the Plan, at the time of
exercise equal to the purchase price, or a combination of cash and Stock having
a total Fair Market Value, as so determined, equal to the purchase price.
Exercise Upon Death or Termination of Employment. (1) In the event of the death
of the Optionee (i) while an employee of the Company or a Subsidiary or (ii)
within three months after termination of her or her employment with the Company
or a Subsidiary because of disability or retirement with the consent of the
Company, this option may be exercised, to the extent that the Optionee was
entitled to do so on the date of his or her termination of employment, by the
person or persons to whom the Optionee's rights under this option xxxxx by will
or applicable law, or if no such person has such right, by his or her executors
or administrators, at any time not later than the expiration date specified in
subparagraph (a) of this paragraph 2. (2) If the Optionee's employment with the
Company or a Subsidiary terminates because of disability or retirement with the
consent of the Company, or voluntarily with the consent of the Company, the
Optionee may exercise this option to the extent that he or she was entitled to
do so on the date of the termination of his or her employment, at any time
within three months of the date of termination of employment, but not later than
the expiration date specified in subparagraph (a) of this paragraph 2. (3) If
the Optionee's employment terminates for any reason other than death,
disability, or retirement with the consent of the Company, or voluntarily with
the consent of the Company, all rights under this Agreement shall terminate as
of the date of the Optionee's termination of employment.
Nontransferability. This option shall not be transferable other than by will or
by the laws of descent and distribution. During the lifetime of the Optionee,
this option shall be exercisable only by him or her.
Adjustments. In the event of any change in the Stock of the Company by reason of
any stock dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or any rights offering to purchase
Stock at a price substantially below fair market value, or any similar change
affecting the Stock, the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted to the Optionee
hereunder. Any adjustment so made shall be final and binding upon the Optionee.
No Rights as Stockholders. The Optionee shall have no rights as a stockholder
with respect to any shares of Stock subject to this option prior to the date of
issuance to him or her of a certificate or certificates for such shares and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date of exercise.
No Right to Continued Employment. This option shall not confer upon the Optionee
any right with respect to continuance of employment by the Company or any
Subsidiary, not shall it interfere in any way with the right of his or her
employer to terminate his employment at any time.
Compliance with Laws and Regulations. This option and the obligation of the
Company to sell and deliver shares hereunder, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. This option may not be
exercised if its exercise, or the receipt of shares of Stock pursuant thereto,
will be contrary to applicable law.
Incorporation of the Plan. The Plan, a copy of which is attached to this
Agreement, is hereby incorporated into this Agreement as though fully set forth
herein. The Company and the Optionee agree to be bound by all of the terms and
conditions of the Plan. To the extent that any provision of this Agreement
conflicts with the Plan, the terms of the Plan shall control.
Notices. Every notice or other communication relating to this Agreement shall be
in writing and shall be mailed or delivered to the party to whom it is intended
at the address designated by it in a notice mailed or delivered to the other
party. Unless and until some other address is designated, all notices or
communications to the Company shall be mailed or delivered to:
President
CN Bancorp, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxx Xxxxxx, XX 00000
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Unless and until some other address is designated, all notices or
communications to the Optionee shall be mailed or delivered to:
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Determinations by the Committee. Any dispute or disagreement which may arise
under or related to the Plan or this Agreement shall be resolved by the
Committee in its sole discretion and judgment. Any such determination and any
interpretation by the Committee of the terms of this Agreement or the Plan shall
be final, binding and conclusive for all purposes.
Taxes. All shares issued at the Optionee's exercise of any portion of this
option are subject to the Company's collection of any taxes required to be
withheld by federal, state or local governments and relating to those shares. To
the extent that such taxes have not, by that time, been collected by the Company
from the Optionee through other means, the number of shares issued to the
Optionee under his or her exercise of any portion of the option shall be reduced
to reflect (based on the Fair Market Value of the shares at the exercise date)
the amount of withholding and other taxes required to be collected by the
Company with respect to those shares.
Governing Law. This Agreement shall be governed by the law of the State of
Maryland.
Counterparts. This Agreement has been executed in two counterparts each of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, CN Bancorp, Inc., has caused this Agreement to be executed
by an appropriate officer and Optionee has executed this Agreement, both as of
the day and year first above written.
CN BANCORP, INC.
By:
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Title: President/Chief Executive Officer
OPTIONEE
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SCHEDULE 1 - NOTATIONS AS TO PARTIAL EXERCISE
Number of Balance
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
________*____________*___________*_________________________*_______________
________*____________*___________*_________________________*_______________
________*____________*___________*_________________________*_______________
________*____________*___________*_________________________*_______________
________*____________*___________*_________________________*_______________
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