EXHIBIT 4.2
Form of Stock Option Agreement to be entered into
with respect to Non-Incentive Stock Options
NON-INCENTIVE STOCK OPTION AGREEMENT
1998 STOCK COMPENSATION PLAN
A NON-INCENTIVE STOCK OPTION ("Option") for a total of _____ shares of
Common Stock, par value $_____ per share, of Fidelity Bancorp, Inc. (the
"Corporation") is hereby granted to _________________ (the "Optionee") pursuant
to the Fidelity Bancorp, Inc. 1998 Stock Compensation Plan ("1998 Plan"). The
Option granted hereby is subject in all respects to the terms and provisions of
the 1998 Plan and this Agreement. The 1998 Plan is hereby incorporated herein by
reference.
1. Exercise Price. The exercise price shall be $ for each share of
Common Stock eligible to be exercised hereunder, which price is not less than
100% of the fair market value (110% of the fair market value if granted to a 10%
stockholder) of the Common Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable as of the date
of grant.
(a) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) 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 registered, his or her
address and Social Security number (or if more than one, the
names, addresses and Social Security numbers of each of such
persons);
(ii) 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 Corporation, of the
right of such person or persons to exercise the Option; and
(iii) be in writing and delivered in person or by certified
mail to the Corporation at its main office.
Payment of the purchase price of any shares with respect to which the Option is
being exercised shall be by cash or by certified or cashier's check payable to
the Corporation, in shares of Common Stock (including shares acquired pursuant
to the exercise of this Option) with a fair market value equivalent to the
purchase price of the shares to be acquired pursuant to this Option, by
withholding some of the shares of Common Stock which are purchased upon the
exercise of this Option or by any combination of the foregoing.
(b) Restriction on Exercise. This 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 law or other law or regulation. As a
condition to the exercise of this Option, the
Corporation may require the person exercising this Option to make any
representative or warranty to the Corporation as may be required by any
applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent and distribution, and
may be exercised during the lifetime of the Optionee only by the Optionee or the
Optionee's guardian or legal representative. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors, guardians,
assigns or legal representatives of the Optionee.
4. Term of Option. This Option may be exercised after the earlier of
(i) ten years from the date of grant of this Option, (ii) the date on which the
Optionee ceases to be employed by the Corporation or any subsidiary for any
reason other than death or disability, (iii) in the event the Optionee dies
while employed by the Corporation or any subsidiary, one year after the date of
death unless by its term it expires sooner, and (iv) one year after the
termination of employment due to disability, unless by its term it expires
sooner. This Option may be exercised during such term only in accordance with
the 1998 Plan and the terms of this Agreement.
5. Notice of Disposition; Withholding. The Optionee shall immediately
notify the Corporation in writing of any sale, transfer, assignment or other
disposition (or action constituting a disqualifying disposition within the
meaning of Section 421 of the Internal Revenue Code of 1986, as amended) of any
shares of Common Stock acquired through exercise of this Option, within two (2)
years after the date of this Agreement or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of. The Corporation shall be entitled to withhold from any compensation
or other payments then or thereafter due to the Optionee such amounts as may be
necessary to satisfy any withholding requirements of federal or state law or
regulation and, further, to collect from the Optionee any additional amounts
which may be required for such purpose.
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6. Optionees Subject to Section 16(b) of the Securities Exchange Act of
1934 ("Exchange Act"). If the Optionee is subject to Section 16(h) of the
Exchange Act as of the date of this Agreement the Optionee agrees not to dispose
of either the Option (other than upon exercise or conversion) or the underlying
Common Stock until at least six (6) months shall have elapsed from the date of
grant of the Option. If the Option was granted prior to the receipt of
stockholder approval of the 1993 Program, the six-month period shall not
commence until the date of such stockholder approval is obtained.
ON BEHALF OF THE PLAN
ADMINISTRATOR OF THE FIDELITY
BANCORP, INC. 1998 STOCK
COMPENSATION PLAN
Date of Grant: February 17, 1998 By:
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Attest:
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Agreed to and accepted this _____ day of _____________, 199_:
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Optionee
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FIDELITY BANCORP, INC. STOCK COMPENSATION PLAN
NON-INCENTIVE STOCK OPTION EXERCISE FORM
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DATE
ATTN: Corporate Secretary
Fidelity Bancorp, Inc.
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sir or Madam:
The undersigned elects to exercise his/her Non-Incentive Stock Option to
purchase ______________ shares, par value $.10 per share, of Common Stock of
Fidelity Bancorp, Inc., under and pursuant to a Notice of Grant of Non-Incentive
Stock Option dated __________ __, 1998.
Delivered herewith is cash, or a certified or cashier's check or Fidelity
Bancorp, Inc. Common Stock, or a combination thereof, in the amount of
$______________ in payment of the option price. If Common Stock is enclosed in
full or partial consideration of the purchase price, I am also attaching a
notification from the Plan Administrator advising: (i) that such means of
payment has been authorized and (ii) as to the fair market value of the shares
proposed to be tendered by me as required by the provisions of the Plan.
The name or names to be on the stock certificate or certificates and the address
and social security number or addresses and social security numbers of such
person or persons is as follows:
Name: _______________________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
City State Zip Code
Social Security Number: _____________________
Very truly yours,
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(Signature of Person or Persons Exercising the Option)
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(Print Name and Address)
