Form of Stock Option Agreement with respect
to Incentive Stock Options
STOCK OPTION AGREEMENT
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FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
GUARANTY FEDERAL BANCSHARES, INC.
1994 STOCK OPTION PLAN
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STOCK OPTIONS for a total of _________ shares of common stock ("Common
Stock"), par value $.10 per share, of Guaranty Federal Bancshares, Inc. (the
"Company"), which are intended to qualify as a incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended, are 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 Guaranty
Federal Bancshares, Inc. 1994 Stock Option Plan (the "Plan") adopted by the
Company and incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Exercise Price. The Options' exercise price is $_________
for each share of Common Stock under option, this amount being 100% of the fair
market value of the Common Stock on the date of grant of these Options.
2. Exercise of Options. These Options shall be exercisable in
accordance with provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Date Percentage of Total Stock
---- Options Awarded Which Are
Non-forfeitable
---------------
________________ ____, _______ 20%
________________ ____, _______ 40%
________________ ____, _______ 60%
________________ ____, _______ 80%
________________ ____, _______ 100%
Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to one year following the date of grant, except
in the event of death, retirement or Permanent and Total Disability of the
Optionee. These 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. These Options shall be exercisable by
a written notice which shall:
(i) State the election to exercise the Option, the
number of shares of Common Stock 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
or her 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 these Options and, if the Options are 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 these Options; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the exercise price of these Options shall be by certified or
bank cashier's or teller's check. The certificate or certificates for shares of
Common Stock as to which these Options shall be exercised shall be registered in
the name of the person or persons exercising these Options.
(c) Restrictions on Exercise. These Options may not be
exercised if the issuance of the shares of Common Stock 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 these
Options, the Company may require the person exercising these Options to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.
3. Non-transferability of Option. These Options may not be transferred
in 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 stock option agreement ("Stock Option Agreement") shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
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4. Term of Options. These Options may not be exercised more than ten
(10) years from the date of grant of these Options, as set forth below, and may
be exercised during such term only in accordance with the Plan and the terms of
this Stock Option Agreement.
5. Modification and Replacement of Prior Options. By signing this
Option Agreement the Optionee and the Company agree that these Options shall
modify and replace, in accordance with Section 13 of the Plan, all of the
Optionee's prior options to purchase the common stock of Guaranty Federal
Savings Bank, originally granted to the Optionee on ________________ ____,
199____.
6. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to these Options may be contained
in the Plan or the resolutions of the Plan's Committee authorizing the grant of
these Options.
Guaranty Federal Bancshares, Inc.
Date of Grant: By:
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Attest:
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[SEAL]
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INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
GUARANTY FEDERAL BANCSHARES, INC.
1994 STOCK OPTION PLAN
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(Date)
Guaranty Federal Bancshares, Inc.
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Dear Sir or Madam:
The undersigned elects to exercise incentive stock options to purchase
_______ shares, par value $.10, of common stock of Guaranty Federal Bancshares,
Inc. ("Common Stock") 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 Common
Stock on the date of exercise, as set forth below.
$__________ of cash or check
__________ of Common Stock
$ 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) are as follows:
Name_____________________________________________________
Address__________________________________________________
Social Security Number___________________________________
Very truly yours,
_______________________