EXHIBIT 99.4
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
PATAPSCO BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of __________ shares of Common Stock, par value
$.01 per share, of Patapsco Bancorp, Inc. (the "Company") is hereby granted to
_____________ (the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the Patapsco
Bancorp, Inc. 1996 Stock Option and Incentive Plan (the "Plan") which has been
adopted by the Company and which is incorporated by reference herein, receipt of
which is hereby acknowledged. Such Stock Options do not comply with Options
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granted under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Option Price. The option price is $_______ for each share, being
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100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in
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accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
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Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
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Upon Grant 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or More 100%
(ii) 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, or such combination of
cash and Common Stock 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.
(iii) Restrictions on exercise. The Option may not be exercised if
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the 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.
3. Withholding. The Optionee hereby agrees that the exercise of the
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Option 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.
4. Non-transferability of Option. This Option may not be
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transferred in any 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.
5. Term of Option. This Option may not be exercisable for more than
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ten years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
PATAPSCO BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By___________________________________
______________________________
Date of Grant
Attest__________________ (Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
PATAPSCO BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
_____________________________
Date
Treasurer
Patapsco Bancorp, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Re: Patapsco Bancorp, Inc.
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1996 Stock Option and Incentive Plan
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock Option to
purchase ___________ shares, par value $.01 per share, of Common Stock of
Patapsco Bancorp, Inc. under and pursuant to a Stock Option Agreement dated
________________, 199__.
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
________ ____ shares of Common Stock, valued at $____ per share
$ 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,
_______________________________
