FIRST INTERNATIONAL BANCORP, INC.
DIRECTOR STOCK OPTION AGREEMENT
FIRST INTERNATIONAL BANCORP, INC. (the "BANK HOLDING Company") a Delaware
corporation having its principal place of business in Hartford, Connecticut,
hereby grants to ______________________________ (the "OPTIONEE") as of
___________ __, 1997 an option to purchase a total of ____________ shares of
Common Stock (the "COMMON STOCK") of First International Bancorp, Inc., at the
price and on the terms and conditions set forth below. The option granted
herein will not be treated as an incentive stock option.
1. Option Price. The Option price is $___________ for each share, which
the parties agree is the fair market value per share of the Common Stock as of
the date that this Option was granted.
2. Exercise of Option. The Option shall be exercisable in whole or in part
from time to time after the expiration of six months from the date that the
Registration Statement filed by the Company with the Securities and Exchange
Commission becomes effective (so long as the Option is exercised prior to the
termination of the Option) as follows:
(i) Method of Exercise. This Option shall be exercisable by written
notice which shall state the election to exercise the Option, the number of
shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with
respect to such shares of Common Stock as may be required by the Company. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the President of the Company. The written notice shall
be accompanied by payment of the Option Price. Payment of the Option Price
shall be made by cash or certified check or cashiers check. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the Optionee and shall contain any
legend that the Company may deem necessary or desirable.
(ii) Restrictions on Exercise. This Option may not be exercised if the
issuance of such shares upon such exercise would constitute a violation of any
applicable Federal or state securities law or other law or regulation. In
addition, if the Optionee ceases to be a director of the Company for any
reason, whether voluntary or involuntary, with or without cause, including
without limitation retirement (but not including termination due to death), the
Option will automatically expire as of the date that the Optionee ceases to be
a director of the Company. The Option does not confer upon any Optionee any
right to continue as a director of the Company, nor does the Option interfere
in any way with the Optionee's right or the Company's right to terminate the
Optionee's position as a director of the Company at any time. If the Optionee's
position as a director of the Company is terminated due to the Optionee's
death, the personal representative of the Optionee may exercise the Option
during the 90 day period commencing on the date of the Optionee's death.
3. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
4. Adjustment Upon Changes in Capitalization. In the event there is any
change in the Common Stock of the Company through the declaration of stock
dividends, or through recapitalization resulting in a stock split, or
combination or exchange of shares of Common Stock, or otherwise, the Board of
Directors of the Company shall appropriately adjust the number of shares
covered by the Option but which are unexercised, and the Option price payable
therefor, so as to equal the same number of shares that a record holder of an
equal number of shares of Common Stock immediately prior to such event would
own or be entitled to receive after the happening of such event and so as to
provide for the same aggregate Option price as was payable for such shares
before such adjustment.
In the case of any consolidation of the Company with, or merger of the
Company into, any other corporation (other than a consolidation or merger in
which the Company is the continuing corporation), or in case of any sale or
transfer of all or substantially all of the assets of the Company, and, in
particular, in the event of the acquisition of the majority of the Common Stock
of the Company by a holding company, the Corporation formed by such
consolidation or the corporation into which the Company shall have been merged
or the corporation which shall have acquired such assets or Common Stock, as
the case may be (the "ACQUIRING CORPORATION"), shall execute and deliver to the
Optionee a supplemental stock option agreement providing that the Optionee
shall have the right, during the period that the Option is outstanding, to
exercise the Option (to the extent otherwise exercisable hereunder) as to the
kind and amount of shares of stock receivable upon such acquisition,
consolidation, merger, sale or transfer by a holder, immediately prior to such
acquisition, consolidation, merger, sale or transfer, of the total number of
shares subject to the Option. Such supplemental stock option agreement shall
provide for adjustments which shall be as nearly equivalent as may be practical
to the adjustments provided for herein. The provisions of this paragraph shall
similarly apply to successive acquisitions, consolidations, mergers, sales or
transfers.
No fractional shares of the Common Stock shall be issuable on account of
any action aforesaid, and the aggregate number of shares into which shares then
covered by the Option shall be reduced when changed as a result of such action
shall be the largest number of whole shares resulting from such action, unless
the Board of Directors of the Company (or in the event of an acquisition,
consolidation, merger, sale or transfer as described above, the Board of
Directors of the Acquiring Corporation), in its discretion, shall determine to
issue scrip certificates. In such event, the scrip certificates shall be in a
form and have such terms and conditions as the Board of Directors of the
Company (or the Board of Directors of Acquiring Corporation, as the case may
be) in its discretion shall prescribe.
5. Term of Option. This Option may not be exercised more than 10 years
from the date of grant of this Option, and may be exercised during such term
only in accordance with the terms of this Option.
6. Representations. The Optionee represents and warrants to the Company
that (a) the Optionee is acquiring the Option and will be acquiring the Common
Stock for the Optionee's own account for investment and not with a view toward
distribution thereof, (b) in the Optionee's capacity as a director of the
Company, the Optionee is fully familiar with the business and financial
condition of the Company and has received all information regarding the Company
and its business, prospects and financial condition that the Optionee desires
to receive, including the aforementioned Registration Statement and the
Prospectus included therein, and (c) the Company has not made any
representation, warranty, agreement or commitment of any kind to the Optionee
regarding the Option, except for the grant of the Option on the terms and
conditions set forth herein.
7. Governing Law; Amendments; Entire Agreement; Conformed Copies. This
Agreement (a) shall be governed by the laws of the United States, where
applicable, and otherwise by the laws of the State of Delaware, (b) may not be
amended except by a writing signed by the Optionee and the Company, (c) sets
forth the entire agreement of the parties regarding the Option, and (d) may be
executed in two counterparts, both of which taken together shall constitute one
agreement.
8. Tax Withholding Requirement. The Optionee understands and acknowledges
that, prior to or after issuing shares upon the exercise of an Option, the
Company has the right to withhold and deduct any taxes required to be withheld
by the Company under any federal, state or local law (the "TAXES"). At its
option, the Company may withhold such taxes by withholding additional amounts
from any fee or other compensation payable by the Company to the Optionee or by
reducing the number of shares delivered to the Optionee hereunder. To the
extent that the Company is unable to withhold and/or deduct any Taxes, the
Optionee shall, upon notice from the Company, remit to the Company on demand
the amount of such Taxes.
In Witness Whereof, the Company and the Optionee have executed this
Agreement as of the date first above written.
FIRST INTERNATIONAL BANCORP, INC.
By:________________________
Xxxxx X. Xxxxxxx
Its President
Name:
