EXHIBIT 99.4
FORM OF STOCK OPTION AGREEMENT FOR
CONVERTED BUSINESS HOLDING CORPORATION OPTIONS (NON-VESTING)
CERTIFICATE # ___.
CORPORATION
STOCK OPTION AGREEMENT
1. GRANT OF OPTION. The Business Holding Corporation (the "Company" or
"Optionor"), a Louisiana corporation, hereby grants to _______
("Optionee"), the right, privilege and option (the "Option") to
purchase ___(_) shares of common stock of Optionor, no par value (the
"Shares"), in accordance with the terms of this Agreement. The Shares,
when delivered to Optionee upon the exercise of the Option, shall be
fully paid and nonassessable.
2. PURCHASE PRICE. The purchase price of the shares shall be $___ per
share for Shares purchased during the Option Period, as defined below.
Payment of the purchase price shall be paid in full upon each exercise
of the Option, with such payment to be in cash.
3. EXERCISE OF OPTION. The Option shall terminate on ______, unless
earlier terminated, lapsed or expired pursuant to the provisions of
this Agreement. The period during which the Option is in effect shall
be referred to as the "Option Period". The Option shall vest and become
exercisable immediately. Exercisable but unexercised portions shall
remain exercisable during the remainder of the Option period. Optionee
shall deliver written notice to Optionor stating (i) the number of
Shares with respect to which the Option is being exercised and (ii) the
method of payment of the purchase price of said shares. If any law or
regulation requires Optionor to take any action with respect to the
Shares specified in such notice, then the date for delivery of said
Shares against payment therefor shall be extended for the period
necessary to take such action. In the event of any failure to take up
and pay for the number of Shares Specified in such notice on the date
set forth therein, as the same may be extended as provided above, the
exercise of the Option with respect to such number of Shares shall be
treated as if it had never been made. *Options must be exercised in 500
share increments, unless Optionee is vested in less than 500 shares.
4. REORGANIZATION OF OPTIONOR. The existence of the Option shall not
effect in any way the right or power of Optionor or its shareholders to
make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in Optionor's capital structure or
its business, or any merger or consolidation of Optionor or any issue
of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Shares or the rights thereof, or the dissolution or
liquidation of Optionor, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
In the event of involuntary dissolution of Optionor, the Option shall
be deemed cancelled to the extent not previously exercised.
5. ADJUSTMENT OF SHARES. In the event that, prior to the Option Period,
Optionor shall have effected one or more stock splits or readjustments,
stock dividends or other increases or reductions of the number of its
Shares outstanding without receiving compensation therefor in money,
resources, or property, the remaining number of Shares still subject to
the Option and the purchase price for such Shares shall be adjusted to
reflect such changes.
6. NO RIGHTS IN SHARES. Optionee shall have no rights as a shareholder in
respect of Shares as to which the Option shall not have been exercised,
payments made as herein provided and such Shares issued, and shall have
no rights with respect to such Shares not expressly conferred by this
Agreement.
7. CERTAIN RESTRICTIONS. Optionee will acquire his Shares for his own
account and without a view to resale or distribution in violation of
the Securities Act of 1933 ("Act") or any other securities law, and
upon any such acquisition Optionee will enter into such written
representations, warranties and agreements as Optionor may reasonably
request in order to comply with the Act or any other securities law or
with this Agreement.
8. WITHHOLDING TAXES. Optionee shall pay to Optionor, on the date of
exercise of the Option, the appropriate amount of taxes required to be
withheld as a result of the exercise of the Option.
9. SHARES RESERVED. Optionor shall at all times during the Option Period
reserve and keep available such number of authorized but unissued
Shares or previously issued Shares of common stock held in its treasury
as will be sufficient to satisfy the requirements of this Agreement.
10. NONASSIGNABILITY. The Option shall not be encumbered, assigned,
transferred, sold, or otherwise disposed of in whole or in part other
than upon the death of the Optionee by will be or pursuant to
applicable laws of descent and distribution. All Shares purchased
pursuant to the Option shall be purchased for investment.
11. AMENDMENT AND TERMINATION. No amendment or termination of this
Agreement shall be made by Optionor at any time without the written
consent of Optionee, except as provided for herein.
12. SUCCESSORS. This Agreement shall be binding upon any successors of
Optionor.
Dated as of the .
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THE BUSINESS HOLDING CORPORATION
BY:
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Chairman of the Board
BY:
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President
OPTIONEE:
BY:
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