CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
__________________________________________
Agreement for Non-Incentive Stock Options
__________________________________________
STOCK OPTION (the "Option") for a total of _________ shares
of Common Stock, par value $1.00 per share, of Central 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 Central
Bancorp, Inc. 1999 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
------------------------------ ---------------------------
Upon Grant ___%
1 year but less than 2 years ___%
2 years but less than 3 years ___%
3 years but less than 4 years ___%
4 years but less than 5 years ___%
5 years or more ___%
(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
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shares of Common Stock owned for more than six months 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);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock owned for more than six months 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 this Option to make any representation and warranty
to the Company as may be required by any applicable law or
regulation. The amount of the withholding requirement shall be
applicable statutory minimum federal, state or local income tax
with respect to the award of the date that the amount of tax is
to be held.
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
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Page 3
transferee shall be permitted to exercise this Option subject to
the same terms and conditions applicable to the Optionee.
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 CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
By: __________________________________
Authorized Member of the Committee
Witness: _________________________
CENTRAL BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
___________________________
Form for Exercise of
Non-Incentive Stock Options
___________________________
------------
Date
Treasurer
Central Bancorp, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Re: Central Bancorp, Inc. 1999 Stock Option and Incentive Plan
----------------------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase __________ shares, par value $1.00, of
Common Stock of Central Bancorp, Inc. (the "Company") under and
pursuant to a Stock Option Agreement dated _____________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers 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
$______ in the form of _______ shares of Common
Stock, 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,
______________________
