Exhibit 10.1
COMMUNITY SHORES BANK CORPORATION
2005 DIRECTOR STOCK OPTION PLAN
OPTION AGREEMENT
This Option Agreement (this "Agreement") dated _________, 200__ ("Grant
Date") is between Community Shores Bank Corporation, a Michigan corporation (the
"Company") and ________________________, who is a non-employee director of the
Company (the "Optionee").
In consideration of the mutual covenants contained in this Agreement,
the Company and the Optionee agree as follows:
1. STOCK OPTION
The Company, pursuant to the Community Shores Bank Corporation 2005
Director Stock Option Plan (the "Plan"), grants to the Optionee an option (the
"Option") to purchase up to ____________________ (__________) shares of the
Company's common stock (the "Shares"), at an option price per share of
_____________________________ Dollars and _____________________ Cents ($__.__)
(the "Option Price"), subject to the terms and conditions of this Agreement and
the Plan. Capitalized terms used in this Agreement that are not defined in this
Agreement have the meanings given them in the Plan.
2. ADDITIONAL PROVISIONS
The Option is also subject to the following provisions:
a. Exercisability. During the term of the Option, the Option may
be exercised and Shares may be purchased at any time and from time to
time after the execution of this Agreement, subject to the vesting
schedule set forth in Section 2(b) below. The Option shall not be
exercised with respect to less than one hundred (100) Shares unless the
remaining Shares covered by the Option are less than one hundred (100)
and the Option is exercised with respect to all remaining shares. The
Option Price shall be paid in full in cash, by check, bank draft, money
order, or the delivery of shares as allowed by the Plan at the time of
the delivery of the Shares. Shares acquired under this Agreement are
referred to as the "Option Shares".
b. Vesting Schedule. On each date set forth below, the Option
will be vested with respect to the aggregate number of Shares set forth
opposite such date if the Optionee is then serving as a director of the
Company or of a Subsidiary:
Date Aggregate Number of Vested Shares
----
------------- ---------------------------Shares
------------- ---------------------------Shares
The Option shall only be exercisable to the extent that it is
vested.
c. Procedure for Exercise. Subject to the terms and conditions
of this Agreement and the Plan, the Option may be exercised at any time
and from time to time prior to its termination by delivering written
notice to the Secretary or Chief Financial Officer of the Company as
provided in Section 6(d) of the Plan. The notice must specify the number
of Shares to be purchased and refer to this Agreement.
3. TRANSFERABILITY OF OPTION
This Option may only be transferred to Permitted Transferees strictly
in accordance with the terms and conditions of Section 6(e) of the Plan,
provided the Optionee gives prior written notice of the proposed transfer to the
Company, and the Company, after receiving approval of the transfer from the
Committee, approves the transfer in writing.
4. TRANSFERABILITY OF OPTION SHARES
No Option Shares may be transferred unless the Company is provided with
evidence (satisfactory to the Company, in its sole discretion) that such
transfer complies with applicable federal and state securities laws.
5. CONFORMITY WITH PLAN
The Option is intended to conform in all respects with and is subject
to all applicable provisions of the Plan, which is incorporated into this
Agreement by reference. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. By executing and
returning the enclosed copy of this Agreement, the Optionee acknowledges receipt
of a copy of the Plan and agrees to be bound by all of the terms of the Plan.
6. SERVICE AS A DIRECTOR
The Optionee acknowledges that nothing in this Agreement or in the Plan
imposes upon the Company, or any Subsidiary of the Company, any obligation to
retain the Optionee as a director for any period.
7. ADJUSTMENT
The Committee shall make appropriate and proportionate adjustments to
the number of Shares and the Option Price to reflect any stock dividend, stock
split, or
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combination of shares, merger, consolidation, or other change in the
capitalization of the Company, as provided in Section 6(g) of the Plan.
8. EXPIRATION
This Option shall expire on _______________, 20___, subject to earlier
termination or expiration as provided in Section 6(f) of the Plan.
9. TERMINATION OF SERVICE AS A DIRECTOR
In the event the Optionee ceases to be a director of the Company or a
Subsidiary, the Option is subject to certain accelerated termination and other
limitations, as provided in Section 6(f) of the Plan.
10. RIGHTS AS SHAREHOLDERS
The Optionee shall have no rights as a shareholder with respect to any
Shares until the Optionee becomes the holder of record of the Shares.
11. FURTHER ACTIONS
The Optionee and the Company agree to execute such further instruments
and to take such further actions as may reasonably be required to carry out the
intent of this Agreement.
12. NOTICE
Any notice required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given at the earlier of the time that it
is actually delivered or three days after it is sent by registered or certified
United States mail, return receipt requested, with postage and fees prepaid,
addressed to the other party to this Agreement at the address set forth in this
Agreement or at such other address as such party may designate by at least ten
(10) days' advance written notice to the other party.
13. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer set forth in this Agreement, be binding upon and inure to the benefit
of the Optionee's heirs, personal representatives, successors, and permitted
assigns.
14. REPRESENTATIONS, LEGEND AND POSTPONEMENT OF DELIVERY
The Optionee acknowledges and agrees that neither the Option nor the
Option Shares that may be issued upon exercise of the Option have been
registered under the Securities Act of 1933 (the "Act"), the Michigan Uniform
Securities Act, or any other state securities act, and may not be sold,
transferred, or otherwise disposed of in the absence of an effective
registration statement under the Act and any applicable state
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securities act, unless it is shown to the satisfaction of the Company that such
registration is not required.
The Optionee acknowledges and agrees that the Optionee is the sole
party in interest with respect to the Option and any Option Shares issued upon
exercise of the Option, and is acquiring the Option, and will acquire any Option
Shares issued upon exercise of the Option, as an investment, and not with a view
to publicly offer or distribute all or any part of the Option or Option Shares
issued upon exercise of the Option. The Company may affix the following legend
to any certificates representing Option Shares that are issued upon exercise of
the Option:
LEGEND
The stock represented by this certificate has not been
registered under the Securities Act of 1933, the Michigan
Uniform Securities Act, or the securities laws of any other
state, and may not be sold, assigned or transferred unless a
Registration Statement under the Securities Act of 1933 and
any applicable state securities act with respect to said stock
shall then be in effect, or unless the availability of an
exemption from registration shall be established to the
satisfaction of the Corporation.
The Company, if it deems it necessary to comply with any applicable
securities law, may postpone the issuance or delivery of Option Shares upon any
exercise of this Option until completion of the registration or other
qualification of the Option Shares under any state or federal law, rule, or
regulation as the Company may consider appropriate. The Company may require any
person exercising this Option to make such representations, including, without
limitation, a representation that it is his or her intention to acquire the
Option Shares for investment and not with a view to distribution of the Option
Shares, and furnish such information as it may consider appropriate in
connection with the issuance or delivery of the Option Shares in compliance with
applicable laws, rules, and regulations. No Option Shares shall be issued unless
the Company is satisfied with the accuracy of any such representations.
15. GOVERNING LAW
This Agreement and all documents contemplated by this Agreement, and
all remedies in connection with this Agreement and all questions or transactions
relating to this Agreement, shall be construed in accordance with and governed
by the laws of the state of Michigan.
16. ENTIRE AGREEMENT
This Agreement and the Plan constitute the entire understanding and
agreement between the Optionee and the Company with respect to the Option and
Option Shares and supersede all other agreements, whether written or oral, with
respect to the Option and the Option Shares.
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17. OPTIONEE'S ACKNOWLEDGEMENT
The Optionee acknowledges having read this Agreement and the Plan and
agrees to be bound by all provisions of this Agreement and the Plan.
The Optionee and the Company have executed this Agreement as of the
Grant Date.
OPTIONEE: COMPANY:
----------------------------------------------------- COMMUNITY SHORES
(Signature) BANK CORPORATION
----------------------------------------------------- BY: -------------------
(Please print name)
NAME: ----------------
Address: ITS: ------------------
-----------------------------------------
Address: 0000 X. Xxxxxx Xxxxxx
------------------------------------------ Xxxxxxxx, Xxxxxxxx 00000
------------------------------------------
Telephone No.------------------------------------- Telephone No. 000-000-0000
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