EXHIBIT 4.3
FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO
WITH RESPECT TO NON-INCENTIVE STOCK OPTIONS
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE
CARNEGIE FINANCIAL CORPORATION
1999 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of __________________ shares of Common Stock of
Carnegie Financial Corporation (the "Company") is hereby granted to
_________________ (the "Optionee") at the price determined as provided in, and
in all respects subject to the terms, definitions and provisions of the 1999
Stock Option Plan (the "Plan") adopted by the Company which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such Stock Options do
not comply with Options granted under Section 422 of the Internal Revenue Code
of 1986, as amended.
1. Option Price. The Option price is $________ for each Share, being
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 provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Awarded Which Are
Date Options Non-forfeitable
Upon grant........................ 0 0%
As of January 11, 2000............ _______ 20%
As of January 11, 2001............ _______ 40%
As of January 11, 2002............ _______ 60%
As of January 11, 2003............ _______ 80%
As of January 11, 2004............ _______ 100%
Options shall continue to vest annually provided that such holder
remains a director or director's emeritus of Carnegie Savings Bank or the
Company. Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to six months following the date of grant.
Options shall be 100% vested and exercisable upon the death or disability of the
Optionee, or upon a Change in Control of the Company, subject to limitations
under applicable regulations and policies of the Office of Thrift Supervision.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) 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);
(ii) 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;
(iii) 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
(iv) 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 certified or bank cashier's or teller's
check. 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.
(c) 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. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
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.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Carnegie Financial Corporation
Date of Grant:_______________ By:_________________________________________
Attest:
_______________________________
[SEAL]
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
CARNEGIE FINANCIAL CORPORATION
1999 STOCK OPTION PLAN
____________
(Date)
Carnegie Financial Corporation
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Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase ___________________ shares of Common Stock of Carnegie Financial
Corporation under and pursuant to a Stock Option Agreement dated
_________________.
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
____________________ of Common Stock
$ 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(s) is as follows:
Name____________________________________
Address_________________________________
Social Security Number__________________
Very truly yours,
_____________________________
