1ST STATE BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
____________________________
Stock Option Agreement
____________________________
FOR NON-INCENTIVE STOCK OPTIONS
STOCK OPTION (the "Option") for a total of ___________
shares of Common Stock, par value $.01 per share, of 1st State
Bancorp, Inc. (the "Company") is hereby granted to _____________
(the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the
1st State Bancorp, Inc. 2000 Stock Option and Incentive Plan
(the "Plan") which has been adopted by the Company and
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 (the "Code").
1. Exercise Price. The exercise price per share is
--------------
$______, which equals 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 the Plan and the following provisions:
(i) Schedule of rights to exercise.
------------------------------
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
------------------------------- ---------------------------
____ ____%
____ ____%
____ ____%
(ii) Method of Exercise. This Option shall be exercisable
------------------
by a written notice which shall:
(a) 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);
Non-ISO Agreement
Page 2
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) 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
(d) 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 cash, Common
Stock owned for more than six months or such combination of cash
and Common Stock owned for more than six months as the Optionee
elects. The certificate or certificates for shares of Common
Stock owned for more than six months as to which the Option
shall be exercised shall be registered in the name of
the person or persons exercising the Option.
(iii) Restrictions on exercise. The 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
his exercise of this Option, the Company may require the person
exercising ths Option to make any representation and warranty to
the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
-----------
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
-----------------------------
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms of
this agreement, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may
be transferred to the Optionee's spouse, lineal ascendants,
lineal descendants, or to a duly established trust, provided
that such transferee shall be permitted to exercise this Option
subject to the same terms and conditions applicable to the
Optionee.
Non-ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable
--------------
for more than ten 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.
______________
Date of Grant 1st STATE BANCORP, INC.
2000 STOCK OPTION & INCENTIVE
PLAN COMMITTEE
By:___________________________________
Authorized Member of the Committee
Witness:______________________________
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
1st STATE BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
______________
Date
Treasurer
1st State Bancorp, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-1797
Re: 1st State Bancorp, Inc. 2000 Stock Option and
Incentive Plan
---------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase _________ shares, par value $.01, of Common
Stock of 1st State Bancorp, Inc. under and pursuant to a Stock
Option Agreement dated ______________________, 20___ .
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock owned for more than
six months, valued at the fair market value of the stock on the
date of exercise, as set forth below.
$______ of cash or check
$______ in the form of _______ shares of Common
Stock owned for more than six months, valued
at $____ per share
$ TOTAL
======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
____________________________
