EXHIBIT 10.4B
GREATER ATLANTIC FINANCIAL CORP.
1997 STOCK OPTION AND WARRANT PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
NAME OF RECIPIENT: [EXECUTIVE]
NUMBER OF SHARES
SUBJECT TO THIS OPTION: 25,000 shares
EXERCISE PRICE: $5.00
TERM OF OPTION: This Non-statutory Stock Option expires on November
14, 2007. (The term of this Non-statutory Stock
Option shall not exceed 10 years commencing on the
Date of Grant).
PAYMENT OF EXERCISE PRICE: The Exercise Price may be paid in cash or Greater
Atlantic Financial Corp. common stock ("Common
Stock") having a Fair Market Value on the exercise
date equal to the total Exercise Price or any
combination of cash or Common Stock, including a
cashless exercise with a qualifying broker-dealer.
DATE OF GRANT: November 14, 1997
VESTING SCHEDULE: This Non-statutory Stock Option vests immediately on
the date of grant.
VOTING: The Recipient shall have no rights as a shareholder
with respect to any shares of Common Stock covered by
this Non-statutory Stock Option until the date of
issuance of a stock certificate for the Common Stock
acquired by this Non-statutory Stock Option.
DISTRIBUTION: Shares of Common Stock subject to this Non-statutory
Stock Option will be distributed as soon as
practicable upon exercise. Distributions pursuant to
associated rights will be made under the terms of the
Plan.
DESIGNATION OF
BENEFICIARY: A Beneficiary may be designated in writing to
receive, in the event of death, any Common Stock the
Recipient is entitled to under this Non-statutory
Stock Option Agreement.
EFFECT OF TERMINATION OF
EMPLOYMENT OR SERVICE
BECAUSE OF:
(A) DEATH OR DISABILITY: All Non-statutory Stock Options become
immediately exercisable and remain exercisable
for a period of one (1) year following
termination of employment or service.
(B) CAUSE: All rights to Non-statutory Stock Options shall
expire immediately upon the effective date of
Termination for Cause.
(C) RETIREMENT: Only those Non-statutory Stock Options that are
immediately exercisable by the Recipient at the
date of Retirement may be exercised and such
Options shall remain exercisable for a period of
one (1) year following Retirement; provided,
however, that, if the Recipient is immediately
engaged by Greater Atlantic Financial Corp. or an
Affiliate as a consultant or advisor, any
unexercisable Non-statutory Stock Options shall
become exercisable in accordance with this
Agreement during the period the Recipient is
engaged by Greater Atlantic Financial Corp. or an
Affiliate as a consultant. Notwithstanding the
foregoing provision, in no event shall any Option
extend beyond its original term.
(E) OTHER REASONS: Unless otherwise determined by the Committee,
only those Non-statutory Stock Options that are
immediately exercisable by the Recipient at the
date of termination may be exercised and such
Options shall remain exercisable only for a
period of three (3) months following termination
of employment or service; provided, however, that
in no event shall the period extend beyond the
expiration of any Option.
NON-TRANSFERABILITY: Non-statutory Stock Options shall not be
transferred, assigned, hypothecated, or disposed
of in any manner by the Recipient other than by
will or the laws of intestate succession.
However, the Recipient may petition the Committee
to permit transfer or assignment of this
Non-statutory Stock Option if such transfer or
assignment is, in the Committee's sole
determination, for valid estate planning purposes
and permitted under the Internal Revenue Code of
1986, as amended and the Securities Exchange Act
of 1934, as amended.
2
TAX WITHHOLDING: This Non-statutory Stock Option Award is subject
to tax withholding to the extent required by any
governmental authority. The Recipient is
responsible, for any required withholding
applicable to any Non-statutory Stock Option
which has been transferred pursuant to the terms
of the Plan, unless otherwise inconsistent with
current law.
MODIFICATION AND WAIVER: This Non-statutory Stock Option Agreement may be
amended or modified, prospectively or
retroactively; provided, however, that no such
amendment or modification will adversely affect
the rights of the Recipient under this agreement
without his or her written consent. This
Non-statutory Stock Option Agreement is subject
to the terms and conditions of the Greater
Atlantic Financial Corp. 1998 Stock Option and
Warrant Plan (the "Plan"). Neither the Plan nor
this Agreement create any right on the part of
any employee to continue in the employ or service
of Greater Atlantic Financial Corp. or any
Affiliates thereof. All capitalized terms herein
shall have the same meaning as those contained in
the Plan.
The Recipient hereby acknowledges that all decisions, determinations
and interpretations of the Board of Directors, or the Committee thereof, in
response of the Plan and this Non-statutory Stock Option Agreement are final and
conclusive.
IN WITNESS WHEREOF, Greater Atlantic Financial Corp. has caused this
Non-statutory Stock Option Agreement to be executed, and said Recipient has
hereunto set his hand, as of the ____ day of ___________, 1998.
GREATER ATLANTIC FINANCIAL CORP.
Board of Directors
By:
------------------------------------
RECIPIENT
---------------------------------------
[EXECUTIVE]
3
