EXHIBIT 4.5(A)
NATIONAL CITY BANCSHARES, INC.
STOCK OPTION AGREEMENT
This Agreement, made and entered into as of August 31, 1998, by and between
National City Bancshares, Inc., an Indiana corporation (the "Corporation"), and
Xxxxxxx X. Xxxxxxx (the "Optionee"),
WITNESSETH:
WHEREAS, Optionee is or was the holder of stock options to purchase shares
of common stock, no par value, of Community First Financial, Inc., a Kentucky
Corporation ("CFF"); and
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of March 9,
1998, by and among the Corporation and CFF, CFF has been merged with and into
the Corporation (the "Merger"); and
WHEREAS, said Agreement and Plan of Merger provides that all rights under
the CFF options will be assumed by the Corporation and will represent the right
to acquire that number of common shares of the Corporation to which the
optionee under the CFF option would have been entitled if, immediately prior to
the Merger, the Optionee had fully exercised the CFF option; and
WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined that pursuant to the terms of the aforesaid Merger an option to
acquire common shares, without par value, of the Corporation ("Common Shares")
should be granted to the Optionee upon the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, the parties hereto make the following agreement, intending to
be legally bound hereby;
1. GRANT OF OPTION. The Corporation hereby grants to the Optionee an option
(the "Option") to purchase 3,206 Common Shares of the Corporation. The Option
is intended and shall be treated as a nonqualified stock option and not as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended.
2. OPTION PRICE. The purchase price (the "Option Price") to be paid by the
Optionee to the Corporation upon the exercise of the Option shall be $9.34 per
Common Share.
3. EXERCISE OF OPTION. Subject to paragraph 4, the Optionee may exercise
the Option, from time to time as follows:
Common Shares Exercise Periods and
Termination Dates
3,206 7/1/1999 - 7/1/2000
4. TERMINATION OF OPTION.
(a) Unless sooner terminated as provided in the following subparagraph
(b), the Option and all rights hereunder with respect thereto, to the extent
such rights shall not have been exercised within the exercise periods described
in paragraph 3, shall terminate and become null and void as of the end of the
exercise period set forth in paragraph 3.
(b) Upon the occurrence of the Optionee's ceasing for any reason to be
employed by the Corporation or any of its subsidiaries, the Option, to the
extent not previously exercised, shall terminate and become null and void as of
the date of termination of the Optionee's employment.
(c) A transfer of the Optionee's employment between the Corporation and
any subsidiary of the Corporation, or between any subsidiaries of the
Corporation, shall not be deemed to be a termination of the Optionee's
employment.
5. EXERCISE OF OPTIONS.
(a) The Optionee may exercise the Option with respect to all or any part
of the Common Shares then exercisable hereunder by giving the Secretary of the
Corporation written notice of intent to exercise. The notice of exercise shall
specify the number of Common Shares as to which the Option is to be exercised
and the date of exercise thereof, which date shall be at least five days after
the giving of such notice unless an earlier time shall have been mutually
agreed upon.
(b) The Optionee must make full payment (in U.S. dollars) of the Option
Price on or before the exercise date specified in the notice of exercise in (i)
cash, (ii) by tendering previously acquired Common Shares of the Corporation
valued at fair market value on the exercise date as determined by the
Corporation, (iii) or by requesting the Corporation to withhold Common Shares
issuable upon exercise of the Option valued at fair market value as determined
by the Corporation.
On the exercise date specified in the Optionee's notice or as soon
thereafter as is practicable, the Corporation shall cause to be delivered to
the Optionee, a certificate or certificates for the Common Shares then being
purchased (out of theretofore unissued Common Shares or reacquired Common
Shares, as the Corporation may elect) upon full payment for such Common Shares.
(c) If the Optionee fails to pay for any of the Common Shares specified
in such notice as provided in the foregoing subparagraph (b), or fails to
accept delivery thereof, the Optionee's right to purchase such Common Shares
may be terminated by the Corporation. The date specified in the Optionee's
notice as the date of exercise shall be deemed the date of exercise of the
Option provided that payment in full for the Common Shares to be purchased upon
such exercise shall have been received by such date.
6. ADJUSTMENT OF AND CHANGES IN STOCK OF THE CORPORATION. In the event of a
reorganization, recapitalization, change of shares, stock split, spin-off,
stock dividend, reclassification, subdivision or combination of shares, merger,
consolidation, rights offering, or any other change in the corporate structure
or shares of capital stock of the Corporation, the Board, in its sole
discretion, may make such adjustment as it deems appropriate in the number and
kind of shares of Common Shares subject to the Option and/or in the Option
Price.
7. NO RIGHTS OF STOCKHOLDERS. Neither the Optionee nor any personal
representative shall be, or shall have any of the rights and privileges of, a
stockholder of the Corporation with respect to any of the Common Shares, in
whole or in part, prior to the date of exercise of the Option. No adjustment
shall be made for dividends or distributions or other rights for which the
record date is prior to the date payment is received by the Corporation.
8. NON-TRANSFERABILITY OF OPTION. During the Optionee's lifetime, the
Option shall be exercisable only by the Optionee or any guardian or legal
representative of the Optionee, and the Option shall not be transferable
except, in case of the death of the Optionee, by will or the laws of descent
and distribution, nor shall the Option be subject to attachment, execution or
other similar process. In the event of (a) any attempt by the Optionee to
sell, transfer, alienate, assign, pledge, hypothecate or otherwise dispose of
the Option, except as provided for herein, (b) the bankruptcy or insolvency of
the Optionee, or (c) the levy of any attachment, execution or similar process
upon the rights or interest hereby conferred, the Corporation may terminate the
Option by notice to the Optionee and it shall thereupon become null and void.
9. EMPLOYMENT NOT AFFECTED. Neither the granting of the Option nor its
exercise shall be construed as granting to the Optionee any right with respect
to continuance of his or her employment with the Corporation or any of its
subsidiaries (together the "Employer"). Except as may otherwise be limited by
a written agreement between the Optionee and his or her Employer, the right of
the Employer to terminate at will the Optionee's employment at any time
(whether by dismissal, discharge, retirement or otherwise) is specifically
reserved to the Employer and acknowledged by the Optionee.
10. AMENDMENT OF OPTION. The terms of the Option may be amended by the
Board at any time (a) if the Board determines, in its sole discretion, that
amendment is necessary or advisable in the light of any addition to or change
in the Internal Revenue Code of 1986 or in the regulations issued thereunder,
or any federal or state securities law or other law or regulation, that by its
terms applies to the Option; or (b) other than in the circumstances described
in Clause (a), with the consent of the Optionee.
11. NOTICE. Any notice to the Corporation provided for in this instrument
shall be mailed to its Secretary of the Corporation at X.X. Xxx 000,
Xxxxxxxxxx, Xxxxxxx 00000. Any notice to the Optionee shall be addressed to
the Optionee at the current address shown on the payroll records of the
Corporation. Any notice shall be deemed to be duly given if and when properly
addressed and posted by registered or certified mail, postage prepaid.
12. REPRESENTATIONS OF OPTIONEE. The Optionee understands that the Common
Shares issuable upon exercise of the Option have not been registered under the
Securities Act of 1933, as amended, or any state securities laws and that the
Common Shares when issued pursuant to the exercise of the Option will be
subject to restrictions or transfer.
13. GOVERNING LAW. The validity, construction, interpretation and effect of
this instrument shall exclusively be governed by and determined in accordance
with the law of the State of Indiana, except to the extent preempted by federal
law, which shall to such extent govern.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the Corporation and the Optionee in respect of the subject matter of
this Agreement, and this Agreement supersedes all prior and contemporaneous
Agreements between any party hereto in connection with the subject matter of
this Agreement. No officer, employee or other servant or agent of the
Corporation, and no servant or agent of the Optionee, is authorized to make any
representation, warranty or other promise not contained in this Agreement. No
change, termination or attempted waiver of any of the provisions of this
Agreement shall be binding upon any party hereto unless contained in a writing
signed by the party to be charged.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.
CORPORATION: OPTIONEE:
NATIONAL CITY BANCSHARES, INC.
By: /S/ XXXXXX X. XXXX /S/ XXXXXXX X. XXXXXXX
Xxxxxx X. Xxxx, President Xxxxxxx X. Xxxxxxx
