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EXHIBIT 4.12
NONQUALIFIED STOCK OPTION AGREEMENT
(DIRECTOR)
This Nonqualified Stock Option Agreement ("Option Agreement") is
between Century Bancshares, Inc., a Delaware corporation (the "Company"), and
______________________(the "Optionee").
WITNESSETH:
The Company has heretofore adopted the Century Bancshares, Inc. 2001
Nonqualified Stock Option Plan (the "Plan") for the purpose of providing
employees and directors of the Company or Century National Bank (the "Bank") and
their Affiliates (as defined in the Plan) with additional incentive to promote
the success of the business, to increase their proprietary interest in the
success of the Company, and to encourage them to remain as directors of the
Company, the Bank, and their Affiliates (collectively hereinafter referred to as
the "Company").
The Company, acting through the Stock Option Committee designated by
the Board of Directors (the "Committee"), has determined that its interests will
be advanced by the issuance to Optionee of nonqualified stock options under the
Plan.
NOW THEREFORE, for and in consideration of these premises it is agreed
as follows:
1. Option. Subject to the terms and conditions contained herein, the
Company, effective as of __________________ (the "Grant Date"), hereby
irrevocably grants to Optionee the right and option ("Option") to purchase from
the Company ________ shares of the Company's common stock, $1.00 par value
("Common Stock"), at a price of ________ per share, which is deemed to be not
less than the fair market value of Common Stock on the Grant Date.
2. Option Period; Vesting. The Option herein granted is fully vested
and may be exercised by Optionee in whole or in part at any time during a ten
(10) year period ("Option Period") beginning on the Grant Date.
3. Procedure for Exercise. The Option herein granted may be exercised
by written notice by Optionee to the Secretary of the Company setting forth the
number of shares of Common Stock with respect to which the Option is to be
exercised accompanied by payment of the purchase price for the shares to be
purchased, and specifying the address to which the certificate for such shares
is to be mailed. Payment shall be by means of cash, cashier's check, bank draft,
postal or express money order payable to the order of the Company or, at the
option of the Optionee, in shares of Common Stock theretofore owned by such
Optionee (or a combination of cash and Common Stock) having a value equal to the
aggregate purchase price. Notice may also be delivered by fax or telecopy
provided that the purchase of such shares is delivered to the Company via wire
transfer on the same day the fax is received by the Secretary of the Company. As
promptly as practicable after receipt of such written notification and payment,
the Company
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shall deliver to Optionee certificates for the number of shares of Common Stock
with respect to which such Option has been so exercised.
4. Cessation from the Board. Except as provided below, any Options
which are exercisable on the Optionee's cessation from the Board for any reason
other than death or Disability may be exercised during a three-month period
beginning on the date of his or her cessation from the Board. In no event may
any Option be exercised after the earlier to occur of the last day of the
three-month period or the last day of the Option Period. If Optionee's cessation
from the Board is due to Optionee's dishonesty, theft, embezzlement from the
Company, disclosing trade secrets of the Company, willful violation of any rules
of the Company pertaining to the conduct of individuals performing services for
the Company, or the commission of a willful felonious act while acting as a
director of the Company, then any Option or unexercised portion thereof granted
to Optionee shall expire upon such cessation from the Board.
5. Death or Disability. If the Optionee ceases to serve on the Board of
the Company because of his or her death or Disability, all Options hereunder
exercisable at the date of such death or Disability shall be thereafter
exercisable by Optionee, the guardian of his or her estate, his or her executor
or administrator, or the person or persons to whom his or her rights under this
Option Agreement shall pass by will or by the laws of descent and distribution,
as the case may be, for a period of one year from the date of Optionee's death
or Disability. In no event may any Option be exercised after the earlier to
occur of the last day of such one year period or the last day of the Option
Period. "Disability" shall mean with respect to the Optionee that in the opinion
of a physician selected by the Committee, he or she is incapable of performing
services for the Company by reason of any medically determinable physical or
mental impairment which can be expected to result in death or to be of long,
continued and indefinite duration. The Disability occurs on the date of such
determination by such physician.
6. Transferability. Neither the Option hereunder nor any rights or
benefits of Optionee under this Option Agreement shall be transferable by
Optionee otherwise than by Optionee's will or by the laws of descent and
distribution. During the lifetime of Optionee, the Option shall be exercisable
only by him or her. Any heir or legatee of Optionee shall take rights herein
granted subject to the terms and conditions hereof. No such transfer of this
Option Agreement to heirs or legatees of Optionee shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and a copy of such evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions hereof.
7. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option
Agreement until the date of issuance of a certificate for shares of Common Stock
purchased pursuant to this Option Agreement. Until such time, Optionee shall not
be entitled to dividends or to vote at meetings of the stockholders of the
Company. Except as provided in Section 9 hereof, no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash or securities or other
property) paid or distributions or other rights granted in respect of any share
of Common Stock for which
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the record date for such payment, distribution or grant is prior to the date
upon which the Optionee shall have been issued share certificates, as provided
hereinabove.
8. Extraordinary Corporate Transactions. If the Company recapitalizes
or otherwise changes its capital structure, or merges, consolidates, sells all
of its assets or dissolves (each of the foregoing a "Fundamental Change"), then
thereafter upon any exercise of an Option theretofore granted Optionee shall be
entitled to purchase under such Option, in lieu of the number of shares of
Common Stock as to which Option shall then be exercisable, the number and class
of shares of stock and securities to which Optionee would have been entitled
pursuant to the terms of the Fundamental Change if, immediately prior to such
Fundamental Change, Optionee had been the holder of record of the number of
shares of Common Stock as to which such option is then exercisable.
9. Changes in Capital Structure. The existence of outstanding Options
shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Common Stock or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceedings, whether of a similar character or otherwise.
If the outstanding shares of Common Stock of the Company shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, or recapitalization, the number and kind of shares
subject to the Plan or subject to any Options theretofore granted, and the
Option prices, shall be appropriately and equitably adjusted so as to maintain
the proportionate number of shares without changing the aggregate Option price.
10. Compliance With Securities Laws. Upon the acquisition of any shares
pursuant to the exercise of the Option herein granted, Optionee (or any person
acting under Section 6) will enter into such written representations, warranties
and agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Option Agreement.
11. Compliance With Laws. Notwithstanding any of the other provisions
hereof, Optionee agrees that he or she will not exercise the Option(s) granted
hereby, and that the Company will not be obligated to issue any shares pursuant
to this Option Agreement, if the exercise of the Option(s) or the issuance of
such shares of Common Stock would constitute a violation by Optionee or by the
Company of any provision of any law or regulation of any governmental authority.
12. Withholding of Tax. To the extent that the exercise of this Option
or the disposition of shares of Common Stock acquired by exercise of this Option
results in compensation income to Optionee for federal or state income tax
purposes, Optionee shall pay to the Company at the time of such exercise or
disposition (or such other time as the law permits if Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended) such
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amount of money as the Company may require to meet its obligation under
applicable tax laws or regulations; and, if Optionee fails to do so, the Company
is authorized to withhold from any cash remuneration then or thereafter payable
to Optionee, any tax required to be withheld by reason of such resulting
compensation income or Company may otherwise refuse to issue or transfer any
shares otherwise required to be issued or transferred pursuant to the terms
hereof.
13. Resolution of Disputes. As a condition of the granting of the
Option hereby, Optionee and his or her heirs and successors agree that any
dispute or disagreement which may arise hereunder shall be determined by the
Committee in its sole discretion and judgment, and that any such determination
and any interpretation by the Committee of the terms of this Option Agreement
shall be final and shall be binding and conclusive, for all purposes, upon the
Company, Optionee, his or her heirs and personal representatives.
14. Legends on Certificate. The certificates representing the shares of
Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted with legends in such form as the Company or its counsel may require
with respect to any applicable restrictions on sale or transfer and the stock
transfer records of the Company will reflect stop-transfer instructions with
respect to such shares.
15. Notices. Every notice hereunder shall be in writing and shall be
given by registered or certified mail or by fax or telecopy. All notices of the
exercise of any Option hereunder shall be directed to Century Bancshares, Inc.,
0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention: Corporate
Secretary. Any notice given by the Company to Optionee directed to him or her at
his or her address on file with the Company shall be effective to bind him or
her and any other person who shall acquire rights hereunder. The Company shall
be under no obligation whatsoever to advise Optionee of the existence, maturity
or termination of any of Optionee's rights hereunder and Optionee shall be
deemed to have familiarized himself or herself with all matters contained herein
and in the Plan which may affect any of Optionee's rights or privileges
hereunder.
16. Construction and Interpretation. Whenever the term "Optionee" is
used herein under circumstances applicable to any other person or persons to
whom this award, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons. References to the masculine gender herein also include the feminine
gender for all purposes.
17. Agreement Subject to Plan. This Option Agreement is subject to the
Plan. The terms and provisions of the Plan (including any subsequent amendments
thereto) are hereby incorporated herein by reference thereto. In the event of a
conflict between any term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions of the Plan will govern and
prevail. All definitions of words and terms contained in the Plan shall be
applicable to this Option Agreement.
18. Relationship to Company. Optionee shall be considered in service as
a director of the Company as long as he or she remains a director of the
Company, the Bank, or a parent or
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subsidiary corporation (as defined in Section 424 of the Internal Revenue Code
of 1986, as amended). Any questions as to whether and when there has been a
cessation from the Board and the cause of such cessation shall be determined by
the Committee, and its determination shall be final. Nothing contained herein
shall be construed as conferring upon Optionee the right to continue in the
service as a director.
19. Confidentiality; Nonsolicitation. Optionee recognizes and
acknowledges that Optionee has and will have access to confidential information
of a special and unique value concerning the Company and/or the Bank which may
include, without limitation, books and records relating to operations, customer
names and addresses, customer service requirements, customer financial
statements, and other financial, business and personal information relating to
the Company and/or the Bank, their customers, markets, officers and criteria.
Optionee also recognizes that a portion of the business of the Company and the
Bank is dependent upon trade secrets, including techniques, methods, systems,
processes, data and other confidential information. The protection of these
trade secrets and confidential information against unauthorized disclosure or
use is of critical importance to the Company. Optionee therefore agrees that,
without prior written authorization from the Chief Executive Officer of the
Company, Optionee will not at any time, either while acting as a director of the
Company or the Bank or afterwards, make any independent use of or disclose to
any other person, any trade secrets or confidential information of the Company
or the Bank.
All records, files, memoranda, reports, price lists, customer lists,
documents, and other information (together with all copies thereof) which relate
to the Company and/or the Bank, and which Optionee has obtained or obtains,
uses, prepares, or comes into contact with shall remain the sole property of the
Company. Upon the cessation of Optionee from the Board of the Company or the
Bank, all such materials and all copies thereof shall be returned to the Company
immediately.
Optionee, on behalf of him/herself and his/her present and future
affiliates and employers for a period of six months following the cessation of
Optionee from the Board of the Company and/or the Bank, agrees not to and shall
not directly or indirectly (i) hire, employ or engage any past, present or
future employee of the Company or the Bank without the prior written permission
of the Chief Executive Officer of the Company, (ii) compete for or solicit
banking, lending, deposit taking or any other banking or trust services business
from any customer of the Company or the Bank, or (iii) use in any competition,
solicitation or marketing effort any proprietary list or other information
concerning customers of the Company or the Bank.
20. Entire Agreement; Amendment. This Option Agreement and any other
agreements and instruments contemplated by this Option Agreement contain the
entire Agreement of the parties, and this Option Agreement may be amended only
in writing signed by both parties.
21. Binding Effect. This Option Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee.
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IN WITNESS WHEREOF, this Option Agreement has been executed as of the
______ day of _____________, 200___.
CENTURY BANCSHARES, INC.
By:
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OPTIONEE
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Name:
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