Exhibit 10.2(c)(ii)
TRANSCOMMUNITY FINANCIAL CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
DIRECTOR
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Granted <>
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This Non-Qualified Stock Option Agreement evidences the grant of a
Non-Qualified Stock Option to <> (the "Participant ") pursuant to Article
VII of the TransCommunity Financial Corporation 2001 Stock Option Plan., as
amended This Agreement also describes the terms and conditions of the Option
evidenced by this Agreement.
1. Grant of Option. In consideration of the services rendered by the
Participant as a Director (as defined in the Plan) to TransCommunity
Bankshares Incorporated (the "Company") or one of its direct or indirect
Subsidiaries, the Company hereby grants to the Participant an option to
purchase all or any part of a total of <> shares of the Company's
Common Stock at a price of $<> per share. This Option is granted as
of <> ("Award Date"). This Option is granted pursuant to the Plan
and is subject to the terms thereof.
2. Term.
(a) Normal Term. The term of this Option is 10 years from the Award
Date, or until <>, provided, however, that this
Option may be terminated, in whole or in part, earlier as provided
below.
(b) Early Termination. This Option will terminate as to any part of it
which is not exercisable or does not become exercisable as of the
date of the Participant's cessation of service as a Director .
3. Payment of Exercise Price. The exercise price will be payable in full upon
exercise of this Option, such purchase price may be paid in cash, or, if
approved by the Committee at or prior to the time of exercise, in shares
of the Company's Common Stock which have been held by the Participant for
more than six months (which shall be valued as determined by the
Committee), or in a combination of cash and such Common Stock. Payment
hereunder may not otherwise be made by cashless exercise.
4. Transferability. This Option may not be transferred by the Participant,
except upon the Participant's death by will or by the laws of descent and
distribution.
5. Exercise.
(a) Exercisability. This Option is first exercisable, in whole or in
part, from and after the applicable time provided below:
(i) Subject to earlier exercisability as provided in (ii) or
(iii) below, Options with respect to (1) one-third of
the total number of shares awarded under this Agreement
shall be first exercisable on the first anniversary of the
Award Date, (2) the second one-third of the total
number of shares awarded under this Agreement shall be first
exercisable on the second anniversary of the Award Date,
and (3) the final one-third of the total number of shares
awarded under this Agreement shall be first
exercisable on the third anniversary of the Award Date.
(ii) If a Change in Control (as defined in the Plan) occurs after
the Award Date, before the expiration date of this Option, and
while the Participant is a Director , this Option may first be
exercised, in whole or in part, after the date such Change in
Control occurs, provided, however, that such accelerated
vesting and exercisability shall not apply where this Option
is awarded in connection with service as a Director of a
national banking association unless the Change in Control
occurs more than thirty-six (36) months after the national
banking association commenced operations.
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(iii) If the Participant ceases to be a Director as a result of his
retirement from the service of the Board (as defined in the
Plan) in accordance with any Company policy on mandatory
retirement for directors, death, permanent and total
disability (as such term is defined in Section 22(e)(3) of the
Internal Revenue Code) or failure to be reelected as a
director after requesting to stand for reelection, this Option
may first be exercised, in whole or in part, on the date the
Participant ceases to be a Director , provided, however, that
such accelerated vesting and exercisability shall not apply
where this Option is awarded in connection with service as a
Director of a national banking association unless such
retirement, death, disability or failure to be reelected
occurs more than thirty-six (36) months after the national
banking association commenced operations.
(b) By Whom Exercisable. During the Participant's lifetime, only
the Participant may exercise this Option. If the Participant dies
prior to the expiration date of an Option granted to him, without
having exercised this Option as to all of the shares covered
thereby, this Option may be exercised, to the extent of the
shares with respect to which this Option could have been exercised
on the date of the Participant's death, by the estate or a person
who acquired the right to exercise this Option by bequest or
inheritance or by reason of the death of the Participant .
(c) Exercise. This Option shall be exercised by delivery on any business
day to the Company of a Notice of Exercise in the form attached to
this Agreement accompanied by payment as provided in Paragraph 3.
6. Compliance with Securities Laws. The Company covenants that it will
attempt to maintain an effective registration statement with the
Securities and Exchange Commission (or any other any applicable
regulatory agency or body) covering the shares of Common Stock of the
Company which are the subject of this Agreement at all times during
which this Option is exercisable and there is no applicable exemption
from registration of such shares; provided, however, that this Option
shall not be exercisable for stock at any time if its exercise would
cause the Company to be in violation of any applicable provisions of the
federal or state securities law.
7. Administration of Plan. The Plan is administered by a Committee
appointed by the Company's Board of Directors. The Committee has the
authority to construe and interpret the Plan, to make rules of
general application relating to the Plan, to amend outstanding options,
and to require if any person exercising this Option, at the time of
such exercise, the execution of any paper or the making of any
representation or the giving of any commitment that the Committee
shall, in its discretion, deem necessary or advisable by reason of
the securities laws of the United States or any State, or the
execution of any paper or the payment of any sum of money in respect of
taxes or the undertaking to pay or have paid any such sum that
the Committee shall in its discretion, deem necessary by reason of
the Internal Revenue Code or any rule or regulation thereunder, or by
reason of the tax laws of any State.
8. Capital Adjustments. The number of shares of Common Stock covered by this
Option, and the Option price thereof, will be subject to an appropriate
and equitable adjustment, as determined by the Committee, to reflect any
stock dividend, stock split or share combination, and will be subject to
such adjustment as the Committee may deem appropriate to reflect any
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the Company.
9. Rights as a Shareholder. The Participant , or a transferee of an option,
shall have no rights as a shareholder with respect to any shares subject
to this Option until the date of the exercise of this Option for such
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
date of such exercise, except as provided in Paragraph 8 hereof.
10. Withholding Taxes. The Company, or one of its Subsidiaries, shall
have the right to withhold any Federal, state or local taxes required
to be withheld by law with respect to the exercise of this Option.
The Participant will be required to pay the Company, as appropriate,
the amount of any such taxes which the Company, or one of its
Subsidiaries, is required to withhold. The Participant is authorized to
deliver shares of the Company's Common Stock in satisfaction of any
minimum statutorily required tax withholding obligations (whether or
not such shares have been held for more than six months and including
shares to be acquired as a result of the exercise of this Option).
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11. Prohibition Against Pledge, Attachment, etc. Except as otherwise provided
herein, this Option, and the rights and privileges conferred hereby, shall
not be transferred, assigned, pledged or hypothecated in any way and shall
not be subject to execution, attachment or similar process.
12. Not Intended to be an Incentive Stock Option. This Option is not intended
to qualify as an incentive stock option within the meaning of Section
422(b) of the Internal Revenue Code and the provisions hereof shall be
construed consistent with that intent.
13. Special Change in Control Rules. Where this Option is awarded in
connection with service as a Director of a national banking
association, in no event shall alternative action (i) of Article
VIII of the Plan be taken with respect to this Option during the first
thirty-six (36) months after the national banking association commenced
operations. In addition, where this Option is awarded in connection with
service as a Director of a national banking association, in no
event shall alternative action (ii) of Article VIII of the Plan be
taken with respect to this Option while the Office of the Comptroller
of the Currency prohibits "cashless" exercises of stock options.
To evidence their agreement to the terms and conditions of this Option, the
Company and the Participant have signed this Agreement as of the date first
above written.
TRANSCOMMUNITY FINANCIAL CORPORATION
By:
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Its:
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PARTICIPANT:
By:
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NOTICE OF EXERCISE
TransCommunity Financial Corporation
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Attention: Secretary
I hereby exercise my Option pursuant to that certain Non-Qualified Stock
Option Agreement dated <>, subject to all of the terms and conditions of
the said Stock Option Agreement, and hereby notify you of my election to
purchase the following stated number of shares ("Shares") of the common stock of
TransCommunity Bankshares Incorporated, a Virginia corporation (the "Company"),
as indicated below at the following stated option price per share.
Number of Shares - Option Price per Share - $<> Total Option
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Price -$
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If this Notice of Exercise involves fewer than all of the common stock which are
subject to option under the said Stock Option Agreement, I retain the right to
exercise my Option for the balance of the shares remaining subject to option,
all in accordance with the terms of the said Stock Option Agreement.
This Notice of Exercise is accompanied by [ ] (1) a [ ] certified check,
[ ] cashiers check or [ ] personal check in the amount of the above Total Option
Price or [ ] (2) shares of the Company's common stock which have been held by me
for more than six months having an aggregate value of the amount of the above
Total Option Price, in full payment of the option price for the Shares.
I hereby authorize the Company (and any of its Subsidiaries) to withhold
from my regular compensation or any extraordinary compensation from the Company
(and any of its Subsidiaries) the applicable amount of any taxes required by law
or the said Stock Option Agreement to be withheld as a result of this exercise.
I represent that I am acquiring the Shares for investment for my own
account and beneficial interest and that I have no present intention of dividing
them with others or reselling, assigning or otherwise distributing them to
others.
My current address and my Social Security Number are as follows:
Address:
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Social Security Number:
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Date:
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