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CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
EXHIBIT 10.5
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CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") is made and
entered into this ___ day of ________, 1999 by and between CITIZENS BANCSHARES
OF SOUTHWEST FLORIDA, INC. (the "Company") and ___________ ("Participant");
W I T N E S S E T H:
The Board of Directors of the Company has adopted that certain 1999
Stock Option Plan, as amended (the "Plan"), a copy of which is attached hereto
as Exhibit "A" and incorporated herein by reference. Pursuant to the terms of
the Plan and in consideration of the efforts of Participant on behalf of the
Company, the Board of Directors has selected Participant to participate in the
Plan and desires to grant to Participant certain incentive stock options to
purchase shares of the Company's authorized $.01 par value common stock
("Stock"), subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. INCORPORATION OF PLAN PROVISIONS
This Option Agreement is subject to and is to be construed in all
respects in a manner which is consistent with the terms of the Plan, the
provisions of which are hereby incorporated by reference into this Option
Agreement. Unless specifically provided otherwise, all terms used in this
Option Agreement shall have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Participant is hereby granted a stock option to purchase _______ shares of
Stock, effective as of the date first written above. This stock option is
intended to be an Incentive Stock Option as provided in ss. 422 of the Internal
Revenue Code.
3. FAIR MARKET VALUE OF STOCK
The Board of Directors has determined, in good faith and in its best
judgment, that the fair market value per share of Stock as of the date this
stock option is granted is $_____.
4. OPTION PRICE
The Board of Directors has determined that the price for each share of
Stock purchased under this Option Agreement shall be $_____.
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5. EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall
expire (to the extent not previously fully exercised) upon the first to occur
of the following:
(a) ________________ (the tenth anniversary of the date
of grant of the option);
(b) The date which is three (3) months following the date
which Participant ceases his employment with the Company or any subsidiary of
the Company, otherwise than as a result of Participant's death or total
disability;
(c) The date which is the first anniversary of the date
upon which Participant ceases to be employed by the Company, or any subsidiary
of the Company, by reason of Participant's death or total disability; or
(d) The date upon which Participant ceases her employment
with the Company or any subsidiary of the Company, for any reason, including
death or total disability, with respect to any portion of this option that is
not then exercisable on the date Participant ceases her employment with the
Company.
6. EXERCISE OF OPTION
Unless options hereunder shall earlier lapse or expire pursuant to
Article 5 hereof, this option shall be exercisable with respect to the full
number of shares subject to this Option Agreement as follows:
_____________________________________________
_____________________________________________
_____________________________________________
To the extent such options become exercisable in accordance with the
foregoing, Participant may exercise this stock option, in whole or in part,
from time to time. The option exercise price may be paid by Participant either
(i) in cash, (ii) by surrender of shares of Stock owned by Participant for more
than six months on the date of surrender and which have a fair market value on
the date of surrender equal to the aggregate exercise price of the shares as to
which such option shall be exercised, or (iii) shares of Stock issued or
issuable in connection with the exercise of this option.
Notwithstanding the foregoing ,Participant shall be permitted to pay
the exercise price of this option in shares of Stock pursuant to clauses (ii)
and (iii) above only if an organized trading market in the Stock exists on the
date of exercise of this option. In addition, any payment of the option
exercise price pursuant to the aforementioned clause (iii) shall be made only
with the prior consent of the Board of Directors of the Company.
For the purposes of this Article 6, an "organized trading market" shall
be deemed to exist on the date of exercise of the option if: (a) the Stock is
listed on a national securities exchange, or (b) the Stock has been quoted on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") for the 15 trading days preceding the date of exercise of the
option, or (c) bid and asked quotations for the Stock have been published by
the National Quotation Bureau or other recognized inter-dealer quotation
publication (other than NASDAQ) during 20 of the 30 trading days preceding the
date of exercise of the option. In the event that an organized trading market
for the Stock exists on the date of exercise of the option, Participant shall
be given credit against the option
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exercise price hereunder for such shares surrendered equal to (i) if the Stock
is listed on a national securities exchange or is quoted on the NASDAQ National
Market System, the last actual sales transaction price reported on the day
preceding exercise of the option, or, if there were no actual sales
transactions reported for such date, on the date next preceding such date on
which actual sales transactions were reported, or (ii) if the Stock is quoted
on NASDAQ (other than the NASDAQ National Market System) or by the National
Quotation Bureau or other recognized inter-dealer quotation publication, the
average of the high and low price quotations on the day preceding exercise of
the option, or, if there were no price quotations for such date, on the date
next preceding such date on which there were high and low price quotations for
the Stock.
7. MANNER OF EXERCISE
This stock option may be exercised by written notice to the Secretary
of the Company specifying the number of shares to be purchased and signed by
Participant or such other person who may be entitled to acquire Stock under
this Option Agreement. If any such notice is signed by a person other than
Participant, such person shall also provide such other information and
documentation as the Secretary of the Company may reasonably require to assume
that such person is entitled to acquire Stock under the terms of the Plan and
this Option Agreement. After receipt of the notice and any other assurances
requested by the Company under this Article 7, and upon receipt of the full
option price, the Company shall issue to the person giving notice of exercise
under this Option Agreement the number of shares specified in such notice.
8. RESTRICTIONS ON TRANSFERABILITY
The stock option granted hereunder shall not be transferable by
Participant otherwise than by will or by the laws of descent and distribution,
and such stock option shall be exercisable during Participant's lifetime only
by Participant.
9. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Neither this Option nor any portion thereof shall be exercisable at any
time during which there is not on file with the Securities and Exchange
Commission an effective Registration Statement covering the option shares on
Form S-8, or similar form promulgated by the Securities and Exchange
Commission.
Nothing contained in this section shall be construed to obligate the
Company to, or to grant any right to the holder of this Option to, cause the
Company to file any Registration Statement; or, if any such Registration
Statement is filed, to prepare any additional prospectus, to file any
amendments to the Registration Statement, or to continue said Registration
Statement in effect.
If at any time during which this Option is otherwise exercisable
according to its terms there is no effective Registration Statement on file
with the Securities and Exchange Commission covering the shares then acquirable
hereunder, the Board of Directors may, in its sole discretion, permit this
Option to be exercised by the holder hereof, upon its satisfaction that the
offer and sale of such option shares to the option holder is exempt in fact
from the registration requirements of the Securities Act of 1933, as amended,
and such state securities laws as shall be applicable, and may condition such
exercise upon
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its receipt of such representations, factual assurances and legal opinions as
it shall deem necessary to determine and document the availability of any such
exemption and may further condition such exercise upon such undertakings by the
holder hereof or such restriction upon the transferability of the shares to be
acquired hereunder as it shall determine to be necessary to effectuate and
protect the claim to any such exemption.
10. REORGANIZATION
In the event that dividends are payable in Common Stock of the Company
or in the event there are splits, subdivisions or combinations of shares of
Common Stock of the Company, the number of Shares available under the Plan
shall be increased or decreased proportionately, as the case may be, and the
number of Shares deliverable upon the exercise thereafter of any Option
theretofore granted shall be increased or decreased proportionately, as the
case may be, without change in the aggregate purchase price.
In case the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or in case the property or
stock of the Company is acquired by another corporation, or in case of a
separation, reorganization, recapitalization or liquidation of the Company, the
Board of Directors of the Company, or the Board of Directors of any corporation
assuming the obligations of the Company hereunder, shall either (i) make
appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect to the shares of Common Stock of the Company, provided only
that the excess of the aggregate fair market value of the shares subject to
option immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the shares
subject to option immediately before such substitution over the purchase price
thereof, or (ii) upon written notice to the Participant provide that the Option
(including the shares not then exercisable) must be exercised within sixty (60)
days of the date of such notice or it will be terminated.
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IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer of
the Company, and Participant has executed this Option Agreement as of the date
first written above.
CITIZENS BANCSHARES OF SOUTHWEST
FLORIDA, INC.
By:
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Xxxxxxx X. XxXxxxxx
Chief Executive Officer
"PARTICIPANT"
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