KENTUCKY FIRST BANCORP, INC.
STOCK OPTION AGREEMENT
A STOCK OPTION for a total of 1,389 shares of Common Stock, par value $.01
per share (the "Common Stock"), of Kentucky First Bancorp, Inc. (the "Company")
is hereby granted to Xxxxxxx X. Xxxxxxx, a director of the Company (the
"Optionee") at the price set forth herein, and in all respects subject to the
terms, definitions and provisions as set forth in this agreement (the "Option").
Such grant was not made pursuant to the terms of the Kentucky First Bancorp,
Inc. Stock Option and Incentive Plan. Such Option does not constitute options
granted under Section 422 of the Internal Revenue --- Code of 1986, as amended
(the "Code").
1. Option Price. The option price is $17.00 for each share, being 100% of
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the fair market value, and representing the average of the highest and the
lowest selling price of the Common Stock as reported on the American Stock
Exchange on the date hereof.
2. Exercise of Option. This Option shall be immediately exercisable and
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shall be exercisable until February 24, 2013.
(i) Method of Exercise. This Option shall be exercisable by a written
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notice which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name the
stock certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holders'
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock owned for more than six
months, or such combination of cash and Common Stock owned for more than six
months as the Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option.
(ii) Restrictions on Exercise. The Option may not be exercised if the
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issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
The Common Stock to be offered as a result of the exercise of the Option is
being registered by the Company with the Securities and Exchange Commission on a
registration statement on Form S-8.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
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or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise. The amount of
the withholding requirement shall be the applicable statutory minimum federal,
state or local income tax with respect to the award on the date that the amount
of tax is to be withheld.
4. Non-Transferability of Option. This Option may not be transferred in any
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manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding any other terms of this
agreement, to the extent permissible under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly established trust,
provided that such transferee shall be permitted to exercise this Option subject
to the same terms and conditions applicable to the Optionee.
KENTUCKY FIRST BANCORP, INC.
February 24, 2003 By:/s/Xxxxxxx Xxxxxx
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Date of Grant Its: Chairman of the Board
Attest:Xxxxx X. Xxxx
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(Seal)
STOCK OPTION EXERCISE FORM
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Date
Treasurer
Kentucky First Bancorp, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Dear Sir:
The undersigned elects to exercise his Option to purchase shares, par value
$.01 per share, of Common Stock of Kentucky First Bancorp, Inc. under and
pursuant to a Stock Option Agreement dated February 24, 2003. Delivered herewith
is a certified or bank cashier's or tellers check and/or shares of Common Stock,
valued at the fair market value of the stock on the date of exercise, as set
forth below.
$_________ of cash or check
$_________ in the form of ________ shares of Common Stock,
valued at $________ per share, which shares I have
owned for more than six months.
$ TOTAL
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The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person is as follows:
Name____________________________________________________________________________
Address_________________________________________________________________________
_________________________________________________________________________
Social Security Number_________________________________________________
Very truly yours,
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