XXXXXX CITY BANCORP, INC.
2004 EMPLOYMENT INDUCEMENT STOCK PROGRAM
J. XXXXXXXXXXX XXXXXXXXX
STOCK OPTION AGREEMENT
J. Xxxxxxxxxxx Xxxxxxxxx
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Name Social Security Number
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Street Address
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City State Zip Code
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted. Set forth below are the specific terms
and conditions applicable to this Stock Option. Attached as Exhibit A are its
general terms and conditions.
Option Grant (A) (B) (C) (D) (E)
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Grant Date: 4/15/04 4/15/04 4/15/04 4/15/04 4/15/04
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares* 8,000 8,000 8,000 8,000 8,000
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Exercise Price per Share*
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Option Type (ISO or NQSO) NQSO NQSO NQSO NQSO NQSO
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VESTING:
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Earliest Exercise Date* 01/13/05 01/13/06 01/13/07 01/13/08 01/13/09
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Option Expiration Date* 4/14/14 4/14/14 4/14/14 4/14/14 4/14/14
* Subject to adjustment as provided in the Xxxxxx City Bancorp, Inc., 2000 Stock
Option Plan and the General Terms and Conditions
By signing where indicated below, Xxxxxx City Bancorp, Inc. (the "Company")
grants this Stock Option upon the specified terms and conditions, and the
Optionee acknowledges receipt of this Stock Option Agreement, including Exhibit
A, and agrees to observe and be bound by the terms and conditions set forth
herein and acknowledges receipt of a copy of the related Prospectus dated April
16, 2004.
XXXXXX CITY BANCORP, INC. OPTIONEE
By
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Name: Xxxxxx X. Xxxxxxxx, Xx. Name: J. Xxxxxxxxxxx Xxxxxxxxx
Title: President & Chief Executive
Officer
INSTRUCTIONS: This Agreement should be completed by or on behalf of the
Compensation Committee. Any blank space intentionally left blank should be
crossed out. An option grant consists of a number of optioned shares with
uniform terms and conditions. Where options are granted on the same date with
varying terms and conditions (for example, varying exercise prices or earliest
exercise dates), the options should be recorded as a series of grants each with
its own uniform terms and conditions.
EXHIBIT A
XXXXXX CITY BANCORP, INC.
2004 EMPLOYMENT INDUCEMENT STOCK PROGRAM
STOCK OPTION AGREEMENT FOR J. XXXXXXXXXXX XXXXXXXXX
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GENERAL TERMS AND CONDITIONS
SECTION 1. OPTION SIZE AND TYPE. The number of shares of Common Stock,
par value $.01 per share ("Shares"), that have been optioned to you is specified
in this Stock Option Agreement. If the "Option Type" shown for your stock option
is "ISO", then your stock option has been designed with the intent that it
qualify to the maximum permissible extent for the special tax benefits
applicable to incentive stock options under the Internal Revenue Code of 1986.
If the "Option Type" shown for your stock options is "NQSO", then incentive
stock option tax treatment is not applicable.
SECTION 2. EXERCISE PRICE. The Exercise Price for your stock options is
the price per Share at which you may acquire the Shares that have been optioned
to you and is specified in this Stock Option Agreement. As a general rule, the
Exercise Price for your stock options will not change unless there is a stock
split, stock dividend, merger or other major corporate event that justifies an
adjustment.
SECTION 3. VESTING.
(A) EARLIEST EXERCISE DATE. You may not exercise your stock
options until they are vested. The date on which your stock options
become vested is specified in this Stock Option Agreement as the
Earliest Exercise Date. As a general rule, you must be in the service
of the Company on an Earliest Exercise Date in order to be vested in
the stock options that vest on that date. You may acquire the Shares
that have been optioned to you by exercising your stock options at any
time during the period beginning on the Earliest Exercise Date and
continuing until the applicable Option Expiration Date, by completing
and filing the Notice of Exercise of Stock Option that is attached to
this Stock Option Agreement as Appendix A and by following the
procedures outlined therein.
(B) FORFEITURES. If you terminate service with the Company
prior to an Earliest Exercise Date, you will forfeit any stock options
that are scheduled to vest on that date. When you forfeit stock
options, you relinquish any and all rights that you have to acquire the
Shares that were optioned to you.
(C) ACCELERATED VESTING. All of your outstanding stock options
that have not previously vested will become fully and immediately
vested, without any further action on your part, in the event of your
death or Disability (as defined in the Xxxxxx City Bancorp, Inc. 2000
Stock Option Plan (the "Plan") before your termination of service with
the Company. In addition, if your service terminates due to Retirement
(as defined in the Plan) or if a Change in Control (as defined in the
Plan) occurs before you terminate service with the Company, then any
stock options not theretofore forfeited shall become immediately vested
on the date of your Retirement or the Change in Control. If vesting
accelerates, the accelerated vesting date will be the applicable
Earliest Exercise Date. You may designate a beneficiary to inherit your
rights to any vested, unexercised stock options that are outstanding to
you at your death using the Beneficiary Designation attached as
Appendix B.
SECTION 4. OPTION EXPIRATION DATE. To derive any benefit from your
stock options, you must exercise them during the period that begins on the
applicable Earliest Exercise Date and ends on the Option Expiration Date. The
Option Expiration Date for your stock options is specified in this Stock Option
Agreement. Your Option Expiration Date may be accelerated in the event of your
termination of service with the Company as follows:
(A) OPTIONS GRANTED TO ELIGIBLE EMPLOYEES. Your stock options
will expire on the earliest of (i) the Option Expiration Date, (ii)
three months after your termination of service with the Company for any
reason other than death, Disability (as defined in the Plan),
Retirement (as defined in the Plan), or Termination for Cause (as
defined in the Plan); (iii) one year after your termination of service
due to death, Disability or Retirement; and (iv) the date and time of
your Termination for Cause.
(B) OPTIONS GRANTED TO OUTSIDE DIRECTORS. Your stock options
will expire on the earlier of (i) the Option Expiration Date and (ii)
the date and time of your removal as a director for cause under the
Company's By-laws.
To qualify for the favorable tax treatment accorded to incentive stock options,
you (or, in the event of your death, your estate or designated beneficiaries)
must exercise any stock options that are designated as ISOs within three months
after you terminate service as a common-law employee of the Company and its
subsidiaries for any reason other than death or disability and within one year
after you terminate service as common-law employee due to your death or
disability. If they are exercised later, they will be subject to tax as if they
were designated as NQSOs.
SECTION 5. AMENDMENT. This Agreement may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between the Company and you.
SECTION 6. PLAN PROVISIONS CONTROL. This Agreement and the rights and
obligations created hereunder shall be subject to all of the terms and
conditions of the Plan that would apply if this stock option had been granted
under the Plan. In the event of any conflict between the provisions of the Plan
and the provisions of this Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control. Capitalized terms in this
agreement have the meaning defined in the Plan, as amended from time to time,
unless stated otherwise. By signing this Agreement, you acknowledge receipt of a
copy of the Plan and a copy of the Prospectus for this stock option dated April
16, 2004.
APPENDIX A TO STOCK OPTION AGREEMENT FOR J. XXXXXXXXXXX XXXXXXXXX
NOTICE OF EXERCISE OF STOCK OPTION
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USE THIS NOTICE TO INFORM XXXXXX CITY BANCORP, INC. THAT YOU ARE EXERCISING YOUR
RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF XXXXXX CITY BANCORP, INC.
PURSUANT TO AN OPTION ("OPTION") GRANTED UNDER THE STOCK OPTION AGREEMENT
BETWEEN XXXXXX CITY BANCORP, INC. AND J. XXXXXXXXXXX XXXXXXXXX DATED APRIL 15,
2004 (THE "OPTION AGREEMENT"). IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS
GRANTED ("OPTION RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT
TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT. THIS NOTICE
SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED TO: XXXXXX CITY BANCORP, INC., WEST 00 XXXXXXX XXXX, XXXXXXX, XXX
XXXXXX 00000, ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE
OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS
NOTICE IS RECEIVED BY XXXXXX CITY BANCORP, INC. BUT IN NO EVENT MORE THAN THREE
DAYS AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE
CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM
UNDER THE XXXXXX CITY BANCORP, INC. 2000 STOCK OPTION PLAN (THE "PLAN").
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK
OPTION AGREEMENT.
NAME OF OPTION RECIPIENT: J. Xxxxxxxxxxx Xxxxxxxxx
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OPTION GRANT DATE: ________________, __________
(MONTH AND DAY) (YEAR)
EXERCISE PRICE PER SHARE: $_________.____
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF
PAYMENT.
TOTAL EXERCISE PRICE ________________ x $__________.______ = $____________________
(No. of Shares) (Exercise Price) Total Exercise Price
METHOD OF PAYMENT
|_| I enclose a certified check, money order, or bank draft payable to the order of $____________________
Xxxxxx City Bancorp, Inc. in the amount of
|_| I enclose Shares duly endorsed for transfer to Xxxxxx City Bancorp, Inc. with all $____________________
_______________ stamps attached and having a fair market value of
Total Exercise Price $____________________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased
pursuant to the above instructions be issued to the following person(s) in the
amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO. OF SHARES
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WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK
OPTIONS ONLY. BENEFICIARIES SHOULD NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and local
taxes required to be withheld with respect to the Shares to be issued to me
pursuant to this Notice, but that I may request Xxxxxx City Bancorp, Inc. to
retain or sell a sufficient number of such Shares to cover the amount to be
withheld. I hereby request that any taxes required to be withheld be paid in the
following manner [check one]:
|_| With a certified or bank check that I will deliver to the
Xxxxxx City Bancorp, Inc. on the day after the Effective
Date of my Option exercise.
|_| With the proceeds from a sale of Shares that would
otherwise be distributed to me.
|_| Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are not
binding on the Compensation Committee, and that the Compensation Committee will
decide the amount to be withheld and the method of withholding and advise me of
its decision prior to the Effective Date. I further understand that the
Compensation Committee may request additional information or assurances
regarding the manner and time at which I will report the income attributable to
the distribution to be made to me. I further understand that if I have elected
to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal
amount of such taxes in cash in order to avoid the sale of more Shares than are
necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax and
legal counsel (and not Xxxxxx City Bancorp, Inc.) regarding the
S H application of all laws -- particularly tax and securities laws --
I E to the transactions to be effected pursuant to my Option and this
G R Notice. I understand that I will be responsible for paying any
N E federal, state and local taxes that may become due upon the sale
(including a sale pursuant to a "cashless exercise") or other
disposition of Shares issued pursuant to this Notice and that I
must consult with my own tax advisor regarding how and when such
income will be reportable.
_______________________________________ ___________________
Signature DATE
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Received [CHECK ONE]: |_| By Hand |_| By Mail Post Marked ________________________________
DATE OF POST XXXX
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AUTHORIZED SIGNATURE DATE OF RECEIPT
APPENDIX B TO STOCK OPTION AGREEMENT FOR J. XXXXXXXXXXX XXXXXXXXX
BENEFICIARY DESIGNATION FORM
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GENERAL USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO WILL
INFORMATION RECEIVE VESTED STOCK OPTIONS OUTSTANDING TO YOU AT THE TIME
OF YOUR DEATH.
Name of Person
Making Designation J. Xxxxxxxxxxx Xxxxxxxxx Social Security Number ___--__--__
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BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE
DESIGNATION SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY
OR CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED
PREDECEASES YOU, THE SHARES OF EACH REMAINING BENEFICIARY IN THE
SAME CLASS (PRIMARY OR CONTINGENT) SHALL BE INCREASED
PROPORTIONATELY.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person(s) as my
primary Beneficiary(ies), reserving the right to change or revoke this
designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTH DATE SHARE
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Total = 100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) to receive benefits only if all of my primary
Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death with respect to all outstanding Stock
Option:
NAME ADDRESS RELATIONSHIP BIRTH DATE SHARE
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Total = 100%
I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
Corporate Secretary of Xxxxxx City Bancorp, Inc. prior to my
death. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to
S H all outstanding Stock Options.
I E
G R
N E _________________________________________ ___________________
YOUR SIGNATURE DATE
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This Beneficiary Designation was received by the Corporate Secretary Comments
of Xxxxxx City Bancorp, Inc. on the date indicated.
By
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AUTHORIZED SIGNATURE DATE
