EXHIBIT 4.2
STOCK OPTION AGREEMENT FOR DIRECTORS UNDER THE
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT -- OUTSIDE DIRECTORS
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NAME OF OPTIONEE SOCIAL SECURITY NUMBER
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STREET ADDRESS
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CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set
forth the terms and conditions on which a Non-Qualified Stock Option has been
granted under the North Central Bancshares, Inc. 1996 Stock Option Plan. Set
forth below are the specific terms and conditions applicable to this
Non-Qualified Stock Option. Attached as Exhibit A are its general terms and
conditions.
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Option Grant (A) (B) (C) (D) (E)
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Grant Date:
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Class of Optioned Shares*
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No. of Optioned Shares*
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Exercise Price Per Share*
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VESTING
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Earliest Exercise Date*
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Option Expiration Date*
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*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, North Central Bancshares, Inc. (the "Company")
grants this Non-Qualified Stock Option upon the specified terms and conditions,
and the Optionee acknowledges receipt of this Non-Qualified Stock Option
Agreement, including Exhibit A, and agrees to observe and be bound by the terms
and conditions set forth herein. This Non-Qualified Stock Option Agreement
amends and supersedes, in its entirety, any prior agreement relating to Options
granted to the Optionee on September 21, 1996.
NORTH CENTRAL BANCSHARES, INC. OPTIONEE
By ------------------------------------------ ------------------------------
NAME:
TITLE:
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INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
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EXHIBIT A
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
GENERAL TERMS AND CONDITIONS
SECTION 1. NON-QUALIFIED STOCK OPTION. The Company intends
the Option evidenced hereby not to be an "incentive stock option" within the
meaning of section 422 of the Internal Revenue Code of 1986.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) if Optionee is an Eligible Individual:
(A) the last day of the ten-year period commencing on
the Grant Date;
(B) the last day of the twelve-month period
commencing on the date of the Optionee's termination of
service with the Company by reason of retirement at or after
age 65, death or Disability;
(C) the last day of the three-month period commencing
on the date of the Optionee's termination of employment with
the Company, other than on account of death or Disability,
Retirement or a Termination for Cause;
(D) the date the Optionee ceases to be an employee of
the Company due to a Termination for Cause;
(ii) If Optionee is an Eligible Director:
(A) removal for cause in accordance with the
Company's bylaws; or
(B) the last day of the ten-year period commencing on
the date on which the Option was granted.
(b) Upon the termination of the Optionee's Service with the
Company, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited; PROVIDED, HOWEVER, that in the event an Optionee's
Service with the Company ceases due to Retirement, death, Disability or upon a
Change in Control of the Company, any Option granted hereunder whose Earliest
Exercise Date has not occurred shall become fully exercisable and the date of
such Retirement, death, Disability or Change in Control shall be deemed to be
the Earliest Exercise Date. For purposes of determining whether an Optionee's
Service has terminated, such Optionee's Service shall be deemed to continue for
so long as the Optionee is serving as an officer, employee, outside director,
advisory director, emeritus director or consultant to the Company or is subject
to and is observing the terms of a written agreement restricting his ability to
compete or imposing other restrictive covenants.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, the Optionee shall have the right to
purchase all or any portion of the optioned Common Stock at the Exercise Price
per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for pur chase. The Optionee
shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the Exercise
Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of North Central Bancshares, Inc., (ii) in Shares duly endorsed for transfer and
with all necessary stock transfer tax stamps attached, already owned by the
Optionee and having a fair market value equal to the Exercise Price, such fair
market value to be determined in such manner as may be provided by the Committee
or as may be required in order to comply with or conform to the requirements of
any applicable laws or regulations, or (iii) in a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Committee shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that has been purchased. The
Optionee shall have no right to vote or to receive dividends, nor have any other
rights with respect to optioned Common Stock, prior to the date as of which such
optioned Common Stock is transferred to the Optionee on the stock transfer
records of the Company, and no adjustments shall be made for any dividends or
other rights for which the record date is prior to the date as of which such
transfer is effected. The obligation of the Company to deliver Common Stock
under this Agreement shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment intention of the Optionee
to whom such Common Stock is to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Common Stock
or upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Common Stock
under this Agreement prior to (a) the admission of such Common Stock to listing
on any stock exchange on which Common Stock may then be listed, or (b) the
completion of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine to be
necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each per son who is then a shareholder of record, the number of shares
of Common Stock subject to the option granted hereunder and the Exercise Price
per share of such option shall be adjusted in accordance with section 5.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
the option granted hereunder shall be cancelled or adjusted in accordance with
section 5.3 of the Plan. In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares or a
regular quarterly cash dividend), including a dividend which results in a
nontaxable return of capital to the holders of Shares for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its Shares, at the election of the Committee: (i) the Company shall
make an equivalent payment to each Person holding an outstanding Option as of
the record date for such dividend in accordance with section 5.3 of the Plan; or
(ii) the Committee, in its discretion applied uniformly to all outstanding
Options, may adjust the Exercise Price per Share of outstanding Options in such
a manner as the Committee may determine to be necessary to reflect the effect of
the dividend or other distribution on the Fair Market Value of a Share.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Optionee any right to a
continuation of Service by the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
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SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
North Central Bancshares, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: COMPENSATION COMMITTEE
(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution or in a permitted
transfer under section 4.6 of the Plan. This Section 10 shall not prohibit the
Optionee from designating, in the form attached hereto as Appendix B, a
Beneficiary or Beneficiaries to receive his Options in the event of such
Optionee's death.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the state of Iowa without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between the
Company and the Optionee.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 16. EFFECT ON PRIOR AGREEMENTS. This Agreement
contains the entire understanding between the parties hereto and supersedes any
prior option agreement between the Company and the Optionee.
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APPENDIX A TO NON-QUALIFIED STOCK OPTION AGREEMENT
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
1. INSTRUCTIONS. Use this Notice to inform the Committee administering the
North Central Bancshares, Inc. 1996 Stock Option Plan ("Plan") that you are
exercising your right to purchase shares of common stock ("Shares") of
North Central Bancshares, Inc. ("North Central") pursuant to a
non-qualified stock option ("Option") granted under the Plan. If you are
not the person to whom the Option was granted ("Option Recipient"), you
must attach to this Notice proof of your right to exercise the Option
granted under the Non-Qualified Stock Option Agreement entered into between
North Central and the Option Recipient ("Agreement"). This Notice should be
personally delivered or mailed by certified mail, return receipt requested
to: North Central Bancshares, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Compensation Committee. The effective date of
the exercise of the Option shall be the earliest date practicable following
the date this Notice is received by the Committee, but in no event more
than three days after such date ("Effective Date"). Except as specifically
provided to the contrary herein, capitalized terms shall have the meanings
assigned to them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between
North Central and ______________________________________ [ENTER THE NAME OF
THE OPTION RECIPIENT], I hereby exercise my right to purchase __________
Shares at an Exercise Price per Share of $_________, for a Total Exercise
Price of $_____________ [ENTER THE PRODUCT OF THE NUMBER OF SHARES
MULTIPLIED BY THE EXERCISE PRICE PER SHARE]. As payment for such Shares, I
[CHECK AND COMPLETE ONE OR MORE; THE SUM OF THE AMOUNTS SHOWN IN (A) AND
(B) MUST EQUAL THE TOTAL EXERCISE PRICE SHOWN ABOVE:
(A) / / enclose a certified check, money order, or $______________
bank draft payable to the order of North
Central in the amount of
(B) / / enclose Shares duly endorsed for transfer $______________
to North Central with all necessary stock
transfer stamps attached and having a fair
market value of
Total Exercise Price $______________
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
_________________________________ _____-____-_______ _____________________
_________________________________
_________________________________ _____-____-_______ _____________________
_________________________________
4. WITHHOLDING ELECTIONS. [FOR EMPLOYEE OPTION RECIPIENTS ONLY. BENEFICIARIES
AND OUTSIDE DIRECTORS SHOULD NOT COMPLETE.] I understand that I am
responsible for the amount of federal, state and local taxes required to be
withheld with respect to the Shares to be issued to me pursuant to this
Notice, but that I may request North Central to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby request
that any taxes required to be withheld be paid in the following manner
[CHECK ONE]:
(A) / / With a certified or bank check that I will deliver to the
Compensation Committee on the day after the Effective Date of my
Option exercise.
(B) / / With the proceeds from a sale of Shares that would otherwise be
distributed to me.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the Committee will decide the amount
to be withheld and the method of withholding and advise me of its decision
prior to the Effective Date. I further understand that the Committee may
request additional information or assurances regarding the manner and time
at which I will report the income attributable to the distribution to be
made to me.
I further understand that if I have elected to have Shares sold to satisfy
tax withholding, I may be asked to pay a minimal amount of such taxes in
cash in order to avoid the sale of more Shares than are necessary.
5. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not North Central
Bancshares, Inc.) regarding the application of all laws -- particularly tax
and securities laws -- to the transactions to be effected pursuant to my
Option and this Notice. I understand that I will be responsible for paying
any federal, state and local taxes that may become due upon the sale
(including a sale pursuant to a "cashless exercise") or other disposition
of Shares issued pursuant to this Notice and that I must consult with my
own tax advisor regarding how and when such income will be reportable.
_______________________________________________ ___________________
Signature Date
_______________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / /By Hand / /By Mail Post Marked _________________
Date of Post ▇▇▇▇
By _____________________________________________________ _________________
Authorized Signature Date of Receipt
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▇▇▇▇▇▇▇▇ ▇ TO NON-QUALIFIED STOCK OPTION AGREEMENT
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
BENEFICIARY DESIGNATION
1. INSTRUCTIONS. Use this form to designate the Beneficiary(ies) to receive
your right to purchase shares of common stock ("Shares") of North Central
Bancshares, Inc. pursuant to a non-qualified stock option ("Option")
granted to you under the North Central Bancshares, Inc. 1996 Stock Option
Plan ("Plan") if you should die before exercising such Option. The
Non-Qualified Stock Option Agreement evidencing an Option will establish
the period following your death during which Options may be exercised by
your beneficiary. You should give your Beneficiary(ies) a copy of this
completed form, which should be filed by such Beneficiaries with a Notice
of Exercise of Non-Qualified Stock Option, in order to exercise your Option
after your death. This Beneficiary Designation should be completed and
personally delivered or mailed by certified mail, return receipt requested
to: North Central Bancshares, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Compensation Committee. The effective date of
the designations made herein will be the date this Beneficiary Designation
is received by the Committee. Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan. This Beneficiary Designation is subject to all of the terms
and conditions of the Plan.
2. DESIGNATION. [COMPLETE SECTIONS 1(A) AND 1(B). WRITE IN ALL OF THE
INFORMATION REQUESTED. IF NO PERCENTAGE INTERESTS ARE SPECIFIED, EACH
BENEFICIARY IN THE SAME CLASS OF BENEFICIARIES (PRIMARY OR CONTINGENT) WILL
HAVE AN EQUAL INTEREST. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE
INTERESTS OF EACH OF THE REMAINING BENEFICIARIES IN THE SAME CLASS (PRIMARY
OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.]
(a) PRIMARY BENEFICIARY(IES). I hereby name the following person or persons
as my primary Beneficiary(ies) to receive the right to exercise the
Option granted to me on ______________ under the Plan, if I should die
before exercising such Option. I reserve the right to change or revoke
this designation at any time prior to my death without the consent of
any person.
Date of Percentage
Name And Address Social Security Number Relationship Birth Interest
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
(b) CONTINGENT BENEFICIARY(IES). I hereby designate the following person or
persons as my contingent Beneficiary(ies) to receive the right to
exercise my Option if all of my primary Beneficiary(ies) designated in
Section 1(a) above should die before me or before exercising such
Option and without having designated a Beneficiary(ies). I reserve the
right to change or revoke this designation at any time prior to my
death without the consent of any person:
Date of Percentage
Name And Address Social Security Number Relationship Birth Interest
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
3. EFFECTIVENESS OF DESIGNATION. I understand that the Beneficiary
designations made on this form shall be effective only if this form is
properly completed and received by the Committee prior to my death. I also
understand that an effective Beneficiary designation revokes all previous
designations and that this designation is subject to all of the terms and
conditions of the Plan.
_______________________________________________ ___________________
Signature Date
_______________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / /By Hand / /By Mail Post Marked _________________
Date of Post ▇▇▇▇
By _____________________________________________________ _________________
Authorized Signature Date of Receipt
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