Exhibit 10.15
STOCK OPTION AGREEMENT
FOR THE GRANT OF
INCENTIVE STOCK OPTIONS UNDER THE
BNCCORP, INC.
1995 STOCK INCENTIVE PLAN
THIS AGREEMENT is entered into as of January 2,1998, by and between
BNCCORP, INC., a Delaware corporation (the "Company"), and Name ("Optionee").
WHEREAS Optionee is a key employee of the Company and the Company considers
it desirable and in its best interest that Optionee be given an inducement to
acquire a proprietary interest in the Company and an incentive to advance the
interests of the Company by possessing an option to purchase shares of the
common stock of the Company, $.01 par value per share (the "Common Stock") in
accordance with the BNCCORP, Inc. 1995 Stock Incentive Plan (the "Plan").
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
▇.
▇▇▇▇▇ of Option
The Company hereby grants to Optionee effective January 2, 1998 (the "Date
of Grant") the right, privilege and option to purchase Shares shares of Common
Stock (the "Option") at an exercise price equal to the closing price of BNCCORP,
Inc. common stock as listed on the NASDAQ at the close of the market on January
2, 1998 of $17.00. The Option shall be exercisable at the time specified in
Section II below. The Option is an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") and shall not be
treated as a non-qualified stock option.
II.
Time of Exercise
2.1 Subject to the provisions of the Plan and the other provisions of this
Section II, and provided that the Optionee remains employed by the Company on
the dates the Option becomes exercisable, the Optionee shall be entitled to
exercise the Option as follows:
a. During the period beginning on the Date of Grant and ending one
year after the Date of Grant, Optionee is not entitled to exercise any
portion of the Option.
b. During the period beginning one year after the Date of Grant and
ending two years after the Date of Grant, Optionee is entitled to exercise
the Option to purchase 20% of the total number of shares covered by the
Option.
c. During the period beginning two years after the Date of Grant and
ending three years after the Date of Grant, Optionee is entitled to
exercise the Option to purchase 40% of the total number of shares covered
by the Option, less any shares previously purchased.
d. During the period beginning three years after the Date of Grant
and ending four years after the Date of Grant, Optionee is entitled to
exercise the Option to purchase 60% of the total number of shares covered
by the Option, less any shares previously purchased.
e. During the period beginning four years after the Date of Grant
and ending five years after the Date of Grant, Optionee is entitled to
exercise the Option to purchase 80% of the total number of shares covered
by the Option, less any shares previously purchased.
f. During the period beginning five years after the Date if Grant
and ending ten years after the Date of Grant, Optionee is entitled to
exercise the Option to purchase 100% of the total number of shares covered
by the Option, less any shares previously purchased.
The Option shall expire and may not be exercised later than ten years after the
Date of Grant.
2.2 During Optionee's lifetime, the Option may be exercised only by him or
his guardian if he has been declared incompetent. If Optionee's employment is
terminated, other than as a result of death, disability or retirement, the
Option must be exercised, to the extent exercisable at the time of termination
of employment, within 30 days of the date on which he ceases to be an employee,
except that the Committee may upon request extend the period after termination
of employment during which the Option may be exercised, but in no event later
than ten years after the date of grant.
2.3 If an Optionee ceases to be an employee because of disability within
the meaning of Section 22(e)(3) of the Code, the Option must be exercised, to
the extent otherwise exercisable, within one year from the date on which he
ceases to be an employee, but in no event later than ten years after the date of
grant.
2.4 In the event of Optionee's death while employed by the Company, the
Option must be exercised by his estate, or by the person to whom such right
evolves from him by reason of his death, to the extent otherwise exercisable,
within one year from the date of death, but in no event later than ten years
after the date of grant.
2.5 In the event of the Optionee's retirement from the employ of the
Company, the Option must be exercised, to the extent otherwise exercisable,
within one year from the date of retirement, but in no event later than ten
years after the date of grant.
III.
Method of Exercise of Option
3.1 Optionee may exercise all or a portion of the Option by delivering to
the Company a signed written notice of his intention to exercise the Option,
specifying therein the number of shares to be purchased. Upon receiving such
notice, and after the Company has received full payment of the
Exercise Price, the appropriate officer of the Company shall cause the transfer
of title of the shares pur chased to Optionee on the Company's stock records and
cause to be issued to Optionee a stock certificate for the number of shares
being acquired. Optionee shall not have any rights as a shareholder until the
stock certificate is issued to him.
3.2 The Option may be exercised by the payment of the Exercise Price in
cash, in shares of Common Stock held for six months or in a combination of cash
and shares of Common Stock held for six months. The Optionee may also pay the
Exercise Price by delivering a properly executed exercise notice together with
irrevocable instructions to a broker approved by the Compensation Committee
(with a copy to the Company) to promptly deliver to the Company the amount of
sale or loan proceeds to pay the Exercise Price.
IV.
No Contract of Employment Intended
Subject to the terms of any Employment Agreement that may be in effect
from time to time, nothing in this Agreement shall confer upon Optionee any
right to continue in the employment of the Company or any of its subsidiaries,
or to interfere in any way with the right of the Company or any of its
subsidiaries to terminate Optionee's employment relationship with the Company or
any of its subsidiaries at any time.
V.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
VI.
Non-Transferability
The Option granted hereby may not be transferred, assigned, pledged or
hypothecated in any manner, by operation of law or otherwise, other than by will
or by the laws of descent and distribution and shall not be subject to
execution, attachment or similar process.
VII.
Inconsistent Provisions
The Option granted hereby is subject to the provisions of the Plan as in
effect on the date hereof and as it may be amended. In the event any provision
of this Agreement conflicts with such a provision of the Plan, the Plan
provision shall control.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the day and year first above written.
BNCCORP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Member
of the Compensation Committee
Name
Optionee
