EXHIBIT 4.3
FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO
WITH RESPECT TO NON-INCENTIVE STOCK OPTIONS
STOCK OPTION AGREEMENT
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FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE
WHG BANCSHARES CORPORATION
2001 STOCK OPTION PLAN
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NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of _____ shares of Common Stock of WHG
Bancshares Corporation (the "Company") is hereby granted to ________________
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions and provisions of the 2001 Stock Option Plan
(the "Plan") adopted by the Company which is incorporated by reference herein,
receipt of which is hereby acknowledged. Such Stock Options do not comply with
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Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended.
1. Option Price. The Option price is $8.125 for each Share, being 100%
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of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (November 13, 2000).
2. Exercise of Option. This Option shall be exercisable in accordance
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with provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Awarded Which Are
Date Options Non-forfeitable
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Upon grant........................ 0 0%
As of November 13, 2001........... _____ 33 1/3%
As of November 13, 2002........... _____ 66 2/3%
As of November 13, 2003........... _____ 100%
Options shall continue to vest annually provided that such holder
remains a director or director emeritus of Heritage Savings Bank, F.S.B. or the
Company. Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to six months following the date of grant.
Options shall be 100% vested and exercisable upon the death or disability of the
Optionee, or upon a Change in Control of the Company.
(b) 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 be registered, his address and Social
Security Number (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(ii) Contain such representations and agreements as
to the holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(iii) 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
(iv) 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 for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(c) Restrictions 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 or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
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any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
4. Term of Option. This Option may not be exercised more than ten (10)
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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.
5. Related Matters. Notwithstanding anything herein to the contrary,
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additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
WHG Bancshares Corporation
Date of Grant: November 13, 2000 By:
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Attest:
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[SEAL]
3
NON-INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
WHG BANCSHARES CORPORATION
2001 STOCK OPTION PLAN
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(Date)
WHG Bancshares Corporation
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Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase ________ shares of Common Stock of WHG Bancshares Corporation under and
pursuant to a Stock Option Agreement dated _________________.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$ of cash or check
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of Common Stock
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$ Total
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The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name
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Address
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Social Security Number
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Very truly yours,
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