BCSB BANKCORP, INC.
1999 STOCK OPTION PLAN
______________________
Stock Option Agreement
______________________
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
STOCK OPTION (the "Option") for a total of _________ shares
of Common Stock, par value $.01 per share, of BCSB Bankcorp,
Inc. (the "Company"), which Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), 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 BCSB Bankcorp, Inc. 1999 Stock Option Plan
(the "Plan") which was adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Exercise Price. The exercise price per share is $
, which equals 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 accordance with the Plan and the following provisions:
(i) Schedule of rights to exercise.
------------------------------
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
------------------------------ ---------------------------
1 25%
2 25%
3 25%
4 25%
_____________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
ISO Agreement
Page 2
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee 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
holder's 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. This Option may not be
exercised if 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
the Optionee's 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 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
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.
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
____________________ BCSB BANKCORP, INC.
Date of Grant 1999 STOCK OPTION
PLAN COMMITTEE
By: _____________________________
Authorized Member of the
Committee
Witness: _______________________
______________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on hte date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
BCSB BANKCORP, INC.
1999 STOCK OPTION PLAN
____________
Date
Treasurer
BCSB Bankcorp, Inc.
0000 Xxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: BCSB Bankcorp, Inc. 1999 Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase _________ shares, par value $.01, of Common
Stock of BCSB Bankcorp, Inc. under and pursuant to a Stock
Option Agreement dated _______________, 199__.
Delivered herewith is a certified or bank cashier's or
teller's 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
$ Total
=======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name___________________________________________________________
Address________________________________________________________
Social Security Number ________________________________________
Very truly yours,
_____________________
