KENTUCKY NATIONAL BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
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Stock Option Agreement
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FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
STOCK OPTION (the "Option") for a total of _____ shares of
Common Stock, par value $.01 per share, of Kentucky National
Bancorp, Inc. (the "Company"), which Option is intended
to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), 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 Kentucky National
Bancorp, Inc. 2000 Stock Option and Incentive Plan (the "Plan")
which was adopted by the Company and which is incorporated by
reference herein, receipt of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is $____,
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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
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as follows and in accordance with the Plan and the
following provisions:
Percentage of Options
Years of Continuous Service Vested
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Upon Grant 33 1/3%
1 Year 33 1/3%
2 Years 33 1/3 %
Notwithstanding the foregoing, no such stock option shall
become vested on the vesting date if on such date Kentucky
National Bank (the "Bank"): (i) does not meet regulatory capital
requirements, (ii) has a CAMELS rating of 4 or higher, or (iii)
has nonperforming assets in excess of 1% of the total assets of
the Bank. Options that do not vest because of the foregoing
restriction shall again be eligible for vesting on the date that
is one year thereafter.
3. Method of Exercise. This Option shall be
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exercisable by a written notice by the Optionee 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
____________________
*/ 110% in the case of an Optionee who owns shares
representing more than 10% of the outstanding common
stock of the Company on the date of grant of this Option.
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ISO Agreement
Page 2
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);
(b) 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;
(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.
4. Restrictions on exercise. This Option may not be
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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.
5. Withholding. The Optionee hereby agrees that the
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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.
6. Non-transferability of Option. This Option may not
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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.
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ISO Agreement
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7. Term of Option. This Option may not be exercisable
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for more than ten**/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
________________________
Date of Grant KENTUCKY NATIONAL BANCORP, INC.
2000 STOCK OPTION & INCENTIVE
PLAN COMMITTEE
By:
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Authorized Member of the
Committee
Witness:
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_____________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common
stock of the Company on the date of grant of this
Option.
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INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
KENTUCKY NATIONAL BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
___________________
Date
Treasurer
Kentucky National Bancorp, Inc.
1000 North Dixie Avenue
Elizabethtown, Kentucky 42701
Re: Kentucky National Bancorp, Inc. 2000 Stock Option
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and Incentive Plan
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Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase _________ shares, par value $.01, of
Common Stock of Kentucky National Bancorp, Inc. under and
pursuant to a Stock Option Agreement dated _________________,
20__.
Delivered herewith is a certified or bank cashier's or
teller's 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
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$ in the form of _______ shares of Common
------ Stock owned for more than six months,
valued at $____ per share
$ 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____________________________________________________________
Address_________________________________________________________
Social Security Number__________________________________________
Very truly yours,
_______________________
