Exhibit 10.13C
COLUMBIA BANCORP
00000 Xxxxxx Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxxx 00000
____________, 20__
Non-Qualified Stock Option Agreement
[Name]
[Address]
Dear ____________:
The Administrator of the Columbia Bancorp 1997 Stock Option Plan (the
"Plan") takes pleasure in extending to you an option (the "Option") to purchase
shares of Common Stock of Columbia Bancorp (the "Common Stock") pursuant to the
Plan. The Option shall be subject to the following terms and conditions:
(1) Non-Qualified Stock Option. The Option is intended not to qualify
as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended or replaced (the "Code").
(2) Number of Shares. The Option covers ________ shares of Common
Stock (the "Shares").
(3) Option Price. The exercise price per share of Common Stock covered
by the Option shall be $_________ ("Exercise Price Per Share"; hereinafter
"Exercise Price" means the exercise price with respect to all Shares
acquired pursuant to each exercise of the Option).
(4) Exercise of Option. [For Options of 200 Shares or Less: Except as
provided in Section 5(c) of the Plan, this Option may not be exercised
during the first year after the Date of Grant, as defined in Paragraph (6)
hereof. Unless terminated earlier pursuant to other provisions hereof, this
Option shall become exercisable in full after one year after the Date of
Grant.] [For Options of More than 200 Shares: Except as provided in Section
5(c) of the Plan, this Option (A) may not be exercised during the first
year after the Date of Grant, and (B) unless terminated earlier pursuant to
other provisions hereof, the Option may be exercised to acquire up to: (i)
twenty-five percent (25%) of the Shares after one year after the Date of
Grant; (ii) fifty percent (50%) after two years; (iii) seventy-five percent
(75%) after three years; and (iv) one hundred percent (100%) after four
years.
(5) Termination of Employment. Except as provided in Paragraph (5)(C)
hereof, this Option, to the extent it is not then exercisable, shall
terminate when your employment with Columbia Bancorp (the "Company") and
all Subsidiaries terminates. Except as provided in Paragraphs (5)(A),
(5)(B) and 5(C) hereof, the
Option, to the extent it is exercisable but has not been exercised (the
"Unexercised Option"), shall also terminate when your employment with the
Company and its Subsidiaries terminates.
(A) Retirement or Voluntary Resignation. If you terminate
employment with the Company and its Subsidiaries due to (i) Retirement, as
defined hereinafter, or (ii) voluntary resignation with the consent of the
Board of Directors of the Company or a Subsidiary, the Unexercised Option
may be exercised until the expiration of three (3) months after the date
your employment terminates. "Retirement" means a retirement from employment
with the Company and its Subsidiaries either on or after the first day of
the month coinciding with or next following your sixty-fifth (65th)
birthday.
(B) Disability or Death. If you terminate employment with the
Company and its Subsidiaries because of (i) death or (ii) Disability, as
defined hereinafter, the Unexercised Option may be exercised (in the case
of death, by your executor, personal representative, or the person to whom
the Unexercised Option shall have been transferred by will or the laws of
descent and distribution, as the case may be) until the expiration of one
(1) year after the date of your termination of employment. If you die
during the three (3) month post-termination exercise period provided to you
under Paragraph 5(A) above, the Unexercised Option may be exercised by your
executor, personal representative, or the person to whom the Unexercised
Option shall have been transferred by will or the laws of descent and
distribution, as the case may be, until the expiration of one (1) year
after the date of your death. "Disability" means a permanent mental or
physical disability due to accident or illness that renders you unable to
perform every duty of your occupation with the Company and the Subsidiaries
for a period of at least one hundred eighty (180) days, provided that you
establish such disability to the satisfaction of the Administrator.
Evidence of such Disability shall include the certificate of a competent
licensed physician selected by you and approved by the Administrator which
confirms that you have a Disability as defined herein.
(C) Directors and Consultants. The foregoing provisions of this
Paragraph (5) shall not apply if the Option is granted to a director or
consultant of the Company or a Subsidiary who is not also an employee of
the Company or a Subsidiary on the date of grant.
(6) Term of Option. This Option is effective as of the date the
Administrator approved the Option, _______________, 20___ (the "Date of
Grant"). Notwithstanding anything herein to the contrary, this Option may
not be exercised, in whole or in part, after _______________, 20___.
(7) Manner of Exercise. You or any person exercising the Option may do
so only by delivering written notice thereof to the Administrator. Such
notice shall be in such form as the Administrator may require at its sole
discretion.
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(A) Payment of Exercise Price. Full payment for the Exercise
Price shall be made at or prior to the time that the Option, or any part
thereof, is exercised (or, in the discretion of the Administrator, at such
later time as the certificates for such Shares are delivered). Such payment
shall be made: (i) by cash or certified check; (ii) by tender (via delivery
or attestation to the Company of other shares of Common Stock of the
Company which have a Fair Market Value on the date of tender equal to the
Exercise Price, provided that such shares have been owned by you for a
period of at least six months free of any substantial risk of forfeiture or
were purchased on the open market without assistance, direct or indirect,
from the Company; or (iii) by a broker-assisted cashless exercise in
accordance with Regulation T of the Board of Governors of the Federal
Reserve System and other applicable laws through a brokerage firm
pre-approved by the Administrator.
(B) Withholding Taxes. You shall pay to the Company, or make
provision satisfactory to the Administrator for payment of, any federal and
state income and employment taxes required to be withheld with respect to
the Option no later than the date of the event creating the tax liability.
The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to you. In the event
that payment to the Company of such tax obligations is made in shares of
Common Stock, such shares shall be valued at Fair Market Value on the
applicable date for such purposes.
(8) Right As Stockholder. You will have no rights as a stockholder
solely because of the grant or exercise of the Option before the Company
issues to you the certificates for the Shares as to which the Option has
been exercised.
(9) Option Non-Assignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution and, during your lifetime, is exercisable only by you or
your guardian or legal representative.
(10) Restricted Stock. You will receive Shares restricted in terms of
transferability, as will be indicated in a legend printed on the stock
certificate in the event that there is not an effective registration
statement with respect to such Shares at the time of their issue.
(11) Terms of Plan. The Option is granted under and subject to the
provisions of the Plan, attached hereto and made a part hereof. Unless
stated otherwise herein, capitalized terms herein shall have the same
meaning as defined in the Plan.
(12) Notices. Any notice required or permitted to be given to the
Administrator shall be sufficient if in writing and hand delivered, or sent
by registered or certified mail, to:
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Personnel, Compensation and Stock Option Committee
Columbia Bancorp
0000 Xxxxxxxxx Xxxxxxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
(13) Non-Guarantee of Employment. Nothing in the Plan or in this
Non-Qualified Stock Option Agreement shall confer any right on an
individual to continue in the employ of the Company or any Subsidiary or
shall interfere in any way with the right of the Company or a Subsidiary to
terminate such employment at any time with or without cause or notice and
whether or not such discharge results in the Option becoming unexercisable.
(14) Binding Effect. The covenants and agreements of this
Non-Qualified Stock Option Agreement contained herein shall be binding
upon, and inure to the benefit of, the heirs, legal representatives,
successors, and assigns of the respective parties hereto.
(15) Entire Agreement. Except as provided in Paragraph (11) hereof,
this Non-Qualified Stock Option Agreement contains the entire agreement
between the Company and you with respect to the subject matter contained
herein. Any oral or written agreements, representations, warranties,
written inducements, or other communications made prior to the execution of
this Non-Qualified Stock Option Agreement shall be void and ineffective for
all purposes.
(16) Governing Law. The validity, construction and effect of this
Non-Qualified Stock Option Agreement, and of any rules, regulations,
determinations or decisions made by the Administrator relating thereto, and
the rights of any and all persons having or claiming to have any interest
hereunder, shall be determined exclusively in accordance with applicable
federal laws and the laws of the State of Maryland, without regard to its
conflict of laws principles.
(17) Amendment. This Non-Qualified Stock Option Agreement may be
amended from time to time by the Administrator in its discretion; provided,
however, that it may not be amended in a manner that would have a
materially adverse effect on the Option as determined in the discretion of
the Administrator, except as provided in the Plan or in a written document
signed by you and the Company.
{Signatures appear on next page}
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The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to _______________, 20__ to acknowledge your
receipt of the Option and your approval of each of the terms and conditions
hereof. If the Option has not been accepted and approved by you in writing by
such date, it shall terminate.
Very truly yours,
ADMINISTRATOR, COLUMBIA BANCORP
1997 STOCK OPTION PLAN
By: __________________________________
Print Name: __________________________
Title: _______________________________
Accepted and Approved:
______________________________________
Print Name: __________________________
Dated: _________________________, 20__
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