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EXHIBIT 10.19*
NON-QUALIFIED STOCK OPTION AWARD
PURSUANT TO THE AREA BANCSHARES CORPORATION
2000 STOCK OPTION AND EQUITY INCENTIVE PLAN
THIS AWARD is made as of the Grant Date, by AREA BANCSHARES CORPORATION
(the "Company") to _______________________ (the "Optionee").
Upon and subject to the Terms and Conditions attached hereto and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to Optionee an non-qualified stock option (the "Option"), as described below, to
purchase the Option Shares.
A. Grant Date: ____________________.
B. Type of Option: Non-Qualified Stock Option.
C. Plan under which granted: Area Bancshares Corporation 2000
Stock Option and Equity Incentive Plan.
D. Option Shares: All or any part of _____ shares of the Company's no
par value common stock (the "Common Stock"), subject to adjustment
as provided in the attached Terms and Conditions.
E. Exercise Price: $______ per share, subject to adjustment as provided
in the attached Terms and Conditions.
F. Option Period: The Option may be exercised only during the Option
Period which commences on the Grant Date and ends, subject to
earlier termination as provided in the attached Terms and
Conditions, on the earliest of the following (a) the tenth (10th)
anniversary of the Grant Date; (b) three (3) months following the
date the Optionee ceases to be an employee of the Company (including
any Affiliate) for any reason other than death or Disability; (c)
twelve (12) months following the date the Optionee ceases to be an
employee of the Company (including any Affiliate) due to death or
Disability; or (d) the date the Optionee ceases to be an employee of
the Company (including any Affiliate) due to a termination by the
Company for Cause; provided, however, that the Option may only be
exercised as to the vested Option Shares determined pursuant to the
Vesting Schedule. Note that other restrictions to exercising the
Option, as described in the attached Terms and Conditions, may
apply.
G. Vesting Schedule: The Option Shares shall vest in accordance with
the Vesting Schedule attached hereto as Schedule 1.
IN WITNESS WHEREOF, the Company and Optionee have executed and sealed
this Award as of the Grant Date set forth above.
AREA BANCSHARES CORPORATION
By:
-----------------------
Title:
---------------------
OPTIONEE
---------------------------
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TERMS AND CONDITIONS TO THE
NON-QUALIFIED STOCK OPTION AWARD
PURSUANT TO THE
AREA BANCSHARES CORPORATION 2000 STOCK OPTION AND EQUITY INCENTIVE PLAN
1. Exercise of Option. Subject to the provisions provided herein
or in the Award made pursuant to the Area Bancshares Corporation 2000 Stock
Option and Equity Incentive Plan:
(a) The Option may be exercised with respect to all or any
portion of the vested Option Shares at any time during the Option
Period by the delivery to the Company, at its principal place of
business, of (i) a written notice of exercise in substantially the form
attached hereto as Exhibit 1, which shall be actually delivered to the
Company no earlier than thirty (30) days and no later than ten (10)
days prior to the date upon which Optionee desires to exercise all or
any portion of the Option and (ii) payment to the Company of the
Exercise Price multiplied by the number of shares being purchased (the
"Purchase Price") in the manner provided in Subsection (b).
(b) The Purchase Price shall be paid in full upon the exercise
of an Option and no Option Shares shall be issued or delivered until
full payment therefor has been made. Payment of the Purchase Price for
all Option Shares purchased pursuant to the exercise of an Option shall
be made in cash, certified check, or, alternatively, as follows:
(i) by delivery to the Company of a number of shares of
Common Stock which have been owned by the Optionee for at
least six (6) months prior to the date of the Option's
exercise, having a Fair Market Value, as determined under the
Plan, on the date of exercise either equal to the Purchase
Price or in combination with cash to equal the Purchase Price;
or
(ii) by receipt of the Purchase Price in cash from a
broker, dealer or other "creditor" as defined by Regulation T
issued by the Board of Governors of the Federal Reserve System
following delivery by the Optionee to the Committee (defined
in the Plan) of instructions in a form acceptable to the
Committee regarding delivery to such broker, dealer or other
creditor of that number of Option Shares with respect to which
the Option is exercised.
Upon acceptance of such notice and receipt of payment in full of the
Purchase Price and any tax withholding liability, the Company shall
cause to be issued a certificate representing the Option Shares
purchased.
2. Withholding. The Optionee must satisfy federal, state and
local, if any, withholding taxes imposed by reason of the exercise of the Option
either by paying to the Company the full amount of the withholding obligation
(i) in cash; (ii) by tendering shares of Common Stock which have been owned by
the Optionee for at least six (6) months prior to the date of exercise having a
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Fair Market Value equal to the withholding obligation; (iii) by electing,
irrevocably and in writing (the "Withholding Election"), to have the smallest
number of whole shares of Common Stock which, when multiplied by the Fair Market
Value of the Common Stock as of the date the Option is exercised, is sufficient
to satisfy the amount of withholding tax; or (iv) by any combination of the
above. Optionee may make a Withholding Election only if the following conditions
are met:
(a) the Withholding Election is made on or prior to the date
on which the amount of tax required to be withheld is determined (the
"Tax Date") by executing and delivering to the Company a properly
completed Notice of Withholding Election in substantially the form
attached hereto as Exhibit 2; and
(b) any Withholding Election will be irrevocable; however, the
Committee (defined in the Plan) may, in its sole discretion,
disapprove and give no effect to the Withholding Election.
3. Rights as Shareholder. Until the stock certificates reflecting
the Option Shares accruing to the Optionee upon exercise of the Option are
issued to the Optionee, the Optionee shall have no rights as a shareholder with
respect to such Option Shares. The Company shall make no adjustment for any
dividends or distributions or other rights on or with respect to Option Shares
for which the record date is prior to the issuance of that stock certificate,
except as the Plan or this Award otherwise provides.
4. Restriction on Transfer of Option and Option Shares. The
Option evidenced hereby is nontransferable other than by will or the laws of
descent and distribution, and, shall be exercisable during the lifetime of the
Optionee only by the Optionee (or in the event of his disability, by his legal
representative) and after his death, only by legal representative of the
Optionee's estate.
5. Changes in Capitalization.
(a) The number of Option Shares and the Exercise Price shall
be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a subdivision or
combination of shares or the payment of a stock dividend in shares of
Common Stock to holders of outstanding shares of Common Stock or any
other increase or decrease in the number of shares of Common Stock
outstanding effected without receipt of consideration by the Company.
(b) If the Company shall be the surviving corporation in any
merger, consolidation, extraordinary dividend (including a spin-off),
reorganization or other change in the corporate structure of the
Company or the Common Stock or tender offer for shares of Common Stock,
the Optionee shall be entitled to purchase or receive the number and
class of securities to which a holder of the number of shares of Common
Stock subject to the Option at the time of such transaction would have
been entitled to receive as a result of such transaction, and a
corresponding adjustment shall be made in
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the Exercise Price. In the event of a sale of substantially all of the
Common Stock or property of the Company or the merger or consolidation
or other reorganization in which the Company is not the surviving
entity, the Committee shall provide for the assumption of the Option
or the substitution of a new option; in either instance, the assumed
Option or the substituted option shall be adjusted in the manner
contemplated by the immediately preceding sentence; however, if the
surviving entity does not agree to the assumption or substitution of
the Option, the Committee may elect to terminate the Option Period as
of the effective date of such transaction in consideration of the
payment to the Optionee of the sum of the difference between the then
aggregate Fair Market Value and the aggregate Exercise Price for each
vested Option Share which has not been exercised as of the effective
date of such transaction. A dissolution or liquidation of the Company
shall cause the Option to terminate as to any portion thereof not
exercised as of the effective date of the dissolution or liquidation.
(c) The existence of the Plan and this Award shall not affect
in any way the right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in its
capital or business structure, any merger or consolidation of the
Company, any issue of debt or equity securities having preferences or
priorities as to the Common Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of all
or any part of its business or assets, or any other corporate act or
proceeding.
6. Special Limitations on Exercise. Any exercise of the Option is
subject to the condition that if at any time the Committee, in its discretion,
shall determine that the listing, registration or qualification of the shares
covered by the Option upon any securities exchange or under any state or federal
law is necessary or desirable as a condition of or in connection with the
delivery of shares thereunder, the delivery of any or all shares pursuant to the
Option may be withheld unless and until such listing, registration or
qualification shall have been effected. The Optionee shall deliver to the
Company, prior to the exercise of the Option, such information, representations
and warranties as the Company may reasonably request in order for the Company to
be able to satisfy itself that the Option Shares being acquired in accordance
with the terms of an applicable exemption from the securities registration
requirements of applicable federal and state securities laws.
7. Legend on Stock Certificates. Certificates evidencing the
Option Shares, to the extent appropriate at the time, shall have noted
conspicuously on the certificates a legend intended to give all persons full
notice of the existence of the conditions, restrictions, rights and obligations
set forth herein and in the Plan such as:
TRANSFER IS RESTRICTED
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED
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UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT
COVERING SUCH SECURITIES, (2) THE TRANSFER IS MADE IN
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR (3)
THE ISSUER RECEIVES AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT.
Optionee agrees that the Company may also endorse any other legends it
deems necessary and advisable or as may be required by applicable federal or
state securities laws.
8. Governing Laws. This Award shall be construed, administered and
enforced according to the laws of the Commonwealth of Kentucky; provided,
however, no option may be exercised except, in the reasonable judgment of the
Board of Directors, in compliance with exemptions under applicable state
securities laws of the state in which the Optionee resides, and/or any other
applicable securities laws.
9. Successors. This Award shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns of
the parties.
10. Notice. Except as otherwise specified herein, all notices and other
communications under this Award shall be in writing and shall be deemed to have
been given if personally delivered or if sent by registered or certified United
States mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the last known address of the recipient. Any party may
designate any other address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.
11. Severability. In the event that any one or more of the provisions
or portion thereof contained in this Award shall for any reason be held to be
invalid, illegal or unenforceable in any respect, the same shall not invalidate
or otherwise affect any other provisions of this Award, and this Award shall be
construed as if the invalid, illegal or unenforceable provision or portion
thereof had never been contained herein.
12. Entire Agreement. Subject to the terms and conditions of the Plan,
this Award expresses the entire understanding and agreement of the parties. This
Award may be executed in two or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.
13. Violation. Any transfer, pledge, sale, assignment, or hypothecation
of the Option or any portion thereof shall be a violation of the terms of this
Award and shall be void and without effect.
14. Headings. Paragraph headings used herein are for convenience of
reference only and shall not be considered in construing this Award.
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15. Specific Performance. In the event of any actual or threatened
default in, or breach of, any of the terms, conditions and provisions of this
Award, the party or parties who are thereby aggrieved shall have the right to
specific performance and injunction in addition to any and all other rights and
remedies at law or in equity, and all such rights and remedies shall be
cumulative.
16. No Right to Continued Employment. Neither the establishment of the
Plan nor the award of Option Shares hereunder shall be construed as giving the
Optionee the right to continued employment.
18. Definition of Cause. As used in these Terms and Conditions and this
Award, "Cause" means Cause as defined in any employment agreement between the
Optionee and the Company or an Affiliate then in effect, or if none, (i) willful
and continued failure (other than such failure resulting from his incapacity
during physical or mental illness) by the Optionee to substantially perform his
duties with the Company or an Affiliate; (ii) willful misconduct by the Optionee
causing material harm to the Company or an Affiliate; (iii) gross negligence by
the Optionee causing material harm to the Company or an Affiliate; (iv) any act
by the Optionee of fraud, misappropriation, dishonesty or embezzlement; (v)
commission by the Optionee of a felony or any other crime involving moral
turpitude or dishonesty; (vi) the habitual and disabling use by the Optionee of
alcohol or drugs; or (vii) the breach of any Agreement with the Company or an
Affiliate.
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EXHIBIT 1
NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
AREA BANCSHARES CORPORATION
Name
---------------------------
Address
------------------------
-------------------------------
Date
---------------------------
Area Bancshares Corporation
230 Frederica Street
Owensboro, Kentucky 42301
Re: Exercise of Non-Qualified Stock Option
Gentlemen:
Subject to acceptance hereof in writing by Area Bancshares Corporation
(the "Company") pursuant to the provisions of the Area Bancshares Corporation
2000 Stock Option and Equity Incentive Plan, I hereby give at least ten days but
not more than thirty days prior notice of my election to exercise options
granted to me to purchase ______________ shares of Common Stock of the Company
under the Non-Qualified Stock Option Award (the "Award") pursuant to the Area
Bancshares Corporation 2000 Stock Option and Equity Incentive Plan dated as of
_____________. The purchase shall take place as of __________ (the "Exercise
Date").
On or before the Exercise Date, I will pay the applicable purchase
price as follows:
[ ] by delivery of cash or a certified check for $___________
for the full purchase price payable to the order of Area
Bancshares Corporation.
[ ] by delivery of a certified check for $___________
representing a portion of the purchase price with the balance
to consist of shares of Common Stock that I have owned for at
least six months and that are represented by a stock
certificate I will surrender to the Company with my
endorsement. If the number of shares of Common Stock
represented by such stock certificate exceed the number to be
applied against the purchase price, I understand that a new
stock certificate will be issued to me reflecting the excess
number of shares.
[ ] by delivery of a stock certificate representing shares of
Common Stock that I have owned for at least six months which I
will surrender to the Company
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with my endorsement as payment of the purchase price. If the
number of shares of Common Stock represented by such
certificate exceed the number to be applied against the
purchase price, I understand that a new certificate will be
issued to me reflecting the excess number of shares.
[ ] by delivery of the purchase price by ________________, a
broker, dealer or other "creditor" as defined by Regulation T
issued by the Board of Governors of the Federal Reserve
System. I hereby authorize the Company to issue a stock
certificate in number of shares indicated above in the name of
said broker, dealer or other creditor or its nominee pursuant
to instructions received by the Company and to deliver said
stock certificate directly to that broker, dealer or other
creditor (or to such other party specified in the instructions
received by the Company from the broker, dealer or other
creditor) upon receipt of the purchase price.
The required federal, state and local income tax withholding
obligations, if any, on the exercise of the Award shall also be paid in cash or
by certified check on or before the Exercise Date, or will be satisfied in the
manner provided in the Withholding Election previously tendered or to be
tendered to the Company no later than the indicated date of purchase.
As soon as the stock certificate is registered in my name, please
deliver it to me at the above address.
If the Common Stock being acquired is not registered for issuance to
and resale by the Optionee pursuant to an effective registration statement on
Form S-8 (or successor form) filed under the Securities Act of 1933, as amended
(the "1933 Act"), I hereby represent, warrant, covenant, and agree with the
Company as follows:
The shares of the Common Stock being acquired by me will be
acquired for my own account without the participation of any other
person, with the intent of holding the Common Stock for investment
and without the intent of participating, directly or indirectly, in a
distribution of the Common Stock and not with a view to, or for
resale in connection with, any distribution of the Common Stock, nor
am I aware of the existence of any distribution of the Common Stock;
I am not acquiring the Common Stock based upon any
representation, oral or written, by any person with respect to the
future value of, or income from, the Common Stock but rather upon an
independent examination and judgment as to the prospects of the
Company;
The Common Stock was not offered to me by means of publicly
disseminated advertisements or sales literature, nor am I aware of
any offers made to other persons by such means;
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I am able to bear the economic risks of the investment in the
Common Stock, including the risk of a complete loss of my investment
therein;
I understand and agree that the Common Stock will be issued
and sold to me without registration under any state law relating to
the registration of securities for sale, and will be issued and sold
in reliance on the exemptions from registration under the 1933 Act,
provided by Sections 3(b) and/or 4(2) thereof and the rules and
regulations promulgated thereunder;
The Common Stock cannot be offered for sale, sold or
transferred by me other than pursuant to: (A) an effective
registration under the 1933 Act or in a transaction otherwise in
compliance with the 1933 Act; and (B) evidence satisfactory to the
Company of compliance with the applicable securities laws of other
jurisdictions. The Company shall be entitled to rely upon an opinion
of counsel satisfactory to it with respect to compliance with the
above laws;
The Company will be under no obligation to register the Common
Stock or to comply with any exemption available for sale of the
Common Stock without registration or filing, and the information or
conditions necessary to permit routine sales of securities of the
Company under Rule 144 under the 1933 Act are not now available and
no assurance has been given that it or they will become available.
The Company is under no obligation to act in any manner so as to make
Rule 144 available with respect to the Common Stock;
I have and have had complete access to and the opportunity to
review and make copies of all material documents related to the
business of the Company, including, but not limited to, contracts,
financial statements, tax returns, leases, deeds and other books and
records. I have examined such of these documents as I wished and am
familiar with the business and affairs of the Company. I realize that
the purchase of the Common Stock is a speculative investment and that
any possible profit therefrom is uncertain;
I have had the opportunity to ask questions of and receive
answers from the Company and any person acting on its behalf and to
obtain all material information reasonably available with respect to
the Company and its affairs. I have received all information and data
with respect to the Company which I have requested and which I have
deemed relevant in connection with the evaluation of the merits and
risks of my investment in the Company;
I have such knowledge and experience in financial and business
matters that I am capable of evaluating the merits and risks of the
purchase of the Common Stock hereunder and I am able to bear the
economic risk of such purchase; and
The agreements, representations, warranties and covenants made
by me herein extend to and apply to all of the Common Stock of the
Company issued to me pursuant
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to this Award. Acceptance by me of the certificate representing such
Common Stock shall constitute a confirmation by me that all such
agreements, representations, warranties and covenants made herein
shall be true and correct at that time.
I understand that the certificates representing the shares being
purchased by me in accordance with this notice shall bear a legend referring to
the foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired by me in accordance with this notice.
Very truly yours,
-----------------------------
AGREED TO AND ACCEPTED
AREA BANCSHARES CORPORATION
By:
----------------------------
Title:
-------------------------
Number of Shares
Exercised:
---------------------
Number of Shares
Remaining: Date:
--------------------- ------------------------
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EXHIBIT 2
NOTICE OF WITHHOLDING ELECTION
AREA BANCSHARES CORPORATION
TO: Area Bancshares Corporation
FROM:
-------------------------------------
RE: Withholding Election
This election relates to the Option identified in Paragraph 3 below. I hereby
certify that:
(1) My correct name and social security number and my current address are
set forth at the end of this document.
(2) I am (check one, whichever is applicable).
[ ] the original recipient of the Option.
[ ] the legal representative of the estate of the original recipient
of the Option.
[ ] a legatee of the original recipient of the Option.
[ ] the legal guardian of the original recipient of the Option.
(3) The Option to which this election relates was issued under the Area
Bancshares Corporation 2000 Stock Option and Equity Incentive Plan (the
"Plan") in the name of _________________________ for the purchase of a
total of _______________ shares of Common Stock of the Company. This
election relates to _______________ shares of Common Stock issuable upon
exercise of the Option, provided that the numbers set forth above shall
be deemed changed as appropriate to reflect the applicable Plan
provisions.
(4) In connection with any exercise of the Option with respect to the Common
Stock, I hereby elect:
[ ] to have certain of the shares issuable pursuant to the exercise
withheld by the Company for the purpose of having the value of the
shares applied to pay federal, state, and local, if any, taxes
arising from the exercise.
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[ ] to tender shares held by me for a period of at least six (6)
months prior to the exercise of the option for the purpose of
having the value of the shares applied to pay such taxes.
The shares to be withheld or tendered, as applicable, shall have, as of
the Tax Date applicable to the exercise, a Fair Market Value equal to
the minimum statutory tax withholding requirement under federal, state,
and local law in connection with the exercise.
(5) This Withholding Election is made no later than the Tax Date and is
otherwise timely made pursuant to the Plan.
(6) I understand that this Withholding Election may not be revised, amended
or revoked by me.
(7) I further understand that the Company shall withhold from the shares a
whole number of shares having the value specified in Paragraph 4 above,
as applicable.
(8) The Plan has been made available to me by the Company. I have read and
understand the Plan and I have no reason to believe that any of the
conditions to the making of this Withholding Election have not been
met.
(9) Capitalized terms used in this Notice of Withholding Election without
definition shall have the meanings given to them in the Plan.
Dated:
----------------------- ---------------------------------------
Signature
----------------------------- ---------------------------------------
Social Security Number Name (Printed)
---------------------------------------
Street Address
---------------------------------------
City, State, Zip Code
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SCHEDULE 1
NON-QUALIFIED STOCK OPTION AWARD
ISSUED PURSUANT TO THE
AREA BANCSHARES CORPORATION
2000 STOCK OPTION AND EQUITY INCENTIVE PLAN
Vesting Schedule
A. The Option Shares shall become vested Option Shares following completion of
the years of service with the Company or an Affiliate as indicated in the
schedule below.
<TABLE>
<CAPTION>
Percentage of Option Shares Years of Service
Which are Vested Shares after Grant Date
--------------------------- ----------------
<S> <C>
25% 1
50% 2
75% 3
100% 4
</TABLE>
B. Notwithstanding Part A, in the event of a Change in Control, the Option will
be fully vested and exercisable as of a date determined by the Committee which
is no less than thirty (30) days prior to the effective date of the Change in
Control; provided that the Optionee is employed by the Company or any Affiliate
on the date of a Change in Control.
C. Notwithstanding Part A, the Option will be fully vested and exercisable as of
the date the Optionee reaches age 62, provided that the Optionee is employed by
the Company or an Affiliate on such date.
D. For purposes of the Vesting Schedule, Optionee shall be granted a year of
service for each consecutive twelve-consecutive-month period following the Grant
Date and during which Optionee continues, at all times, as an employee of the
Company or any Affiliate.
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