NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE DANVERS BANCORP, INC.
Exhibit 10.18
FOR
COMPANY EMPLOYEES
UNDER
THE DANVERS BANCORP, INC.
2008
STOCK OPTION AND INCENTIVE PLAN
Name of
Optionee: ________________________________
No. of
Option
Shares: ________________________________
Option
Exercise Price per
Share: $_______________________________
[FMV on Grant Date]
Grant
Date:
________________________________
Expiration
Date: ________________________________
[No more than 10 years]
Pursuant
to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended
through the date hereof (the “Plan”), Danvers Bancorp, Inc. (the “Company”)
hereby grants to the Optionee named above an option (the “Stock Option”) to
purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the
Company specified above at the Option Exercise Price per Share specified above
subject to the terms and conditions set forth herein and in the
Plan. This Stock Option is not intended to be an “incentive stock
option” under Section 422 of the Internal Revenue Code of 1986, as
amended.
1. Exercisability
Schedule. No portion of this Stock Option may be exercised
until such portion shall have become exercisable. Except as set forth
below, this Stock Option shall be exercisable with respect to the following
number of Option Shares on the dates indicated:
|
Incremental
Number of
Option Shares Exercisable
|
Exercisability Date
|
|
_____________
(___%)1
|
____________
|
|
_____________
(___%)
|
____________
|
|
_____________
(___%)
|
____________
|
|
_____________
(___%)
|
____________
|
|
_____________
(___%)
|
____________
|
1 The rate
of vesting must not be in excess of 20% of the total Award per year, with the
first vesting occurring no earlier than the first anniversary of the Grant
Date.
nce
exercisable, this Stock Option shall continue to be exercisable at any time or
times prior to the close of business on the Expiration Date, subject to the
provisions hereof and of the Plan.
2. Manner of
Exercise.
(a) The
Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his
or her election to purchase some or all of the Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option
Shares to be purchased.
Payment
of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Administrator; (ii) through the delivery
(or attestation to the ownership) of shares of Stock that have been purchased by
the Optionee on the open market or that are beneficially owned by the Optionee
and are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required under the Plan and by
the Administrator; (iii) by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure; or (iv) by issuance of shares of Stock
net of the purchase price. Payment instruments will be received
subject to collection.
The
transfer to the Optionee on the records of the Company or of the transfer agent
of the Option Shares will be contingent upon (i) the Company’s receipt from the
Optionee of the full purchase price for the Option Shares, as set forth above,
(ii) the fulfillment of any other requirements contained herein or in the Plan
or in any other agreement or provision of laws, and (iii) the receipt by the
Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to
the exercise of Stock Options under the Plan and any subsequent resale of the
shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the
number of shares of Stock transferred to the Optionee upon the exercise of the
Stock Option shall be net of the shares attested to.
(b) The
shares of Stock purchased upon exercise of this Stock Option shall be
transferred to the Optionee on the records of the Company or of the transfer
agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
issuance and with the requirements hereof and of the Plan. The
determination of the Administrator as to such compliance shall be final and
binding on the Optionee. The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock subject to this Stock Option unless and until this
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Stock
Option shall have been exercised pursuant to the terms hereof, the Company or
the transfer agent shall have transferred the shares to the Optionee, and the
Optionee’s name shall have been entered as the stockholder of record on the
books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of
Stock.
(c) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall
be exercisable after the Expiration Date hereof.
3. Termination of
Employment. If the Optionee’s employment by the Company or a
Subsidiary (as defined in the Plan) is terminated, the period within which to
exercise the Stock Option may be subject to earlier termination as set forth
below.
(a) Termination Due to
Death. If the Optionee’s employment terminates by reason of
the Optionee’s death, any portion of this Stock Option outstanding on such date
shall become fully exercisable and may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death
or until the Expiration Date, if earlier.
(b) Termination Due to
Disability. If the Optionee’s employment terminates by reason
of the Optionee’s disability (as determined by the Administrator), any portion
of this Stock Option outstanding on such date shall become fully exercisable
and may thereafter
be exercised by the Optionee for a period of 12 months from the date of
termination or until the Expiration Date, if earlier.
(c) Termination for
Cause. If the Optionee’s employment terminates for Cause, any
portion of this Stock Option outstanding on such date shall terminate
immediately and be of no further force and effect. For purposes
hereof, “Cause” shall mean, unless otherwise provided in an employment or
similar agreement between the Company and the Optionee, a determination by the
Administrator that the Optionee shall be dismissed as a result of (i) any
material breach by the Optionee of any agreement between the Optionee and the
Company; (ii) the conviction of, indictment for or plea of nolo contendere by
the Optionee to a felony or a crime involving moral turpitude; or (iii) any
material misconduct or willful and deliberate non-performance (other than by
reason of disability) by the Optionee of the Optionee’s duties to the
Company.
(d) Other
Termination. If the Optionee’s employment terminates for any
reason other than the Optionee’s death, the Optionee’s disability or Cause, and
unless otherwise determined by the Administrator, any portion of this Stock
Option outstanding on such date may be exercised, to the extent exercisable on
the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any portion of
this Stock Option that is not exercisable on the date of termination shall
terminate immediately and be of no further force or effect.
The
Administrator’s determination of the reason for termination of the Optionee’s
employment shall be conclusive and binding on the Optionee and his or her
representatives or legatees.
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4. Incorporation of
Plan. Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of
the Plan, including the powers of the Administrator set forth
in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified herein.
5. Transferability. This
Agreement is personal to the Optionee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during
the Optionee’s lifetime, only by the Optionee, and thereafter, only by the
Optionee’s legal representative or legatee.
6. Tax
Withholding. The Optionee shall, not later than the date as of
which the exercise of this Stock Option becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. The Optionee may
elect to have the minimum required tax withholding obligation satisfied, in
whole or in part, by authorizing the Company to withhold from shares of Stock to
be issued a number of shares of Stock with an aggregate Fair Market Value that
would satisfy the withholding amount due.
7. No Obligation to Continue
Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Optionee in employment and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of the Optionee at any time.
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8. Notices. Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
By: _________________________________
Title:
________________________________
The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
Optionee’s
Signature: ________________________________
Optionee’s
name and address: ___________________________________
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