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EXHIBIT 4.11
NONQUALIFIED STOCK OPTION AGREEMENT
(EMPLOYEE -- SPECIAL)
This Nonqualified Stock Option Agreement ("Option Agreement") is
between Century Bancshares, Inc., a Delaware corporation (the "Company"), and
________________(the "Optionee").
W I T N E S S E T H:
The Company has heretofore adopted the Century Bancshares, Inc. 2001
Nonqualified Stock Option Plan (the "Plan") for the purpose of providing
employees and directors of the Company and its Affiliates (as defined in the
Plan) with additional incentive to promote the success of the business, to
increase their proprietary interest in the success of the Company, and to
encourage them to remain in the employ or remain as a director of the Company
and its Affiliates (collectively hereinafter referred to as the "Company").
NOW THEREFORE, for and in consideration of these premises it is agreed
as follows:
1. Option. Subject to the terms and conditions contained herein, the
Company, effective as of _______________ (the "Grant Date"), hereby irrevocably
grants to Optionee the right and option ("Option") to purchase from the Company
__________________ shares of the Company's common stock, $1.00 par value
("Common Stock"), at a price of ______ per share, which is deemed to be not less
than the fair market value of Common Stock on the Grant Date.
2. Option Period. The Option herein granted is fully vested and
exercisable and may be exercised by Optionee in whole or in part at any time
during a ten (10) year period (the "Option Period") beginning on the Grant Date.
3. Procedure for Exercise. The Option herein granted may be
exercised by written notice by Optionee to the Secretary of the Company setting
forth the number of shares of Common Stock with respect to which the Option is
to be exercised accompanied by payment for the shares to be purchased, and
specifying the address to which the certificate for such shares is to be mailed.
Payment shall be by means of cash, or a cashier's check, bank draft, postal or
express money order payable to the order of the Company, or at the option of the
Optionee, in shares of Common Stock theretofore owned by such Optionee (or a
combination of cash and Common Stock) having a value equal to the aggregate
purchase price. Notice may also be delivered by fax or telecopy provided that
the purchase of such shares is delivered to the Company via wire transfer on the
same day the fax is received by the Secretary of the Company. As promptly as
practicable after receipt of such written notification and payment, the Company
shall deliver to Optionee certificates for the number of shares of Common Stock
with respect to which such Option has been so exercised.
4. Termination of Employment. Except as provided below, any
Options which are exercisable on the date of the Optionee's termination of
employment for any reason other than death or Disability may be exercised during
a three-month period beginning on such date. In no event may any portion of the
Option be exercised after the earlier to occur of the last day of such
three-month period or the last day of the Option Period. If, however, the
Optionee's termination of employment is due to Optionee's dishonesty, theft,
embezzlement from the Company, disclosing trade secrets of
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the Company, willful violation of any rules of the Company pertaining to the
conduct of individuals performing services for the Company, or the commission of
a willful felonious act while in the employment of the Company, then any Options
or unexercised portion thereof granted to Optionee, shall expire upon such
termination of employment.
5. Death or Disability. If Optionee's employment with the Company is
terminated by his death or Disability, all Options hereunder shall be
exercisable by Optionee, his executor or administrator, or the person or persons
to whom his rights under this Option Agreement shall pass by will or by the laws
of descent and distribution, as the case may be, for a period of one year from
the date of Optionee's death or Disability. In no event may any Option be
exercised after the earlier to occur of the last day of such one year period or
the last day of the Option Period. "Disability" shall mean with respect to the
Optionee that in the opinion of a physician selected by the Committee, he or she
is incapable of performing services for the Company by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or to be of long, continued and indefinite duration. The Disability occurs
on the date of such determination by such physician.
6. Transferability. Neither the Option hereunder nor any rights
or benefits of Optionee under this Option Agreement shall be transferable by
Optionee otherwise than by Optionee's will or by the laws of descent and
distribution. During the lifetime of Optionee, the Option shall be exercisable
only by him. Any heir or legatee of Optionee shall take rights herein granted
subject to the terms and conditions hereof. No such transfer of this Option
Agreement to heirs or legatees of Optionee shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and a copy of such evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions hereof.
7. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option
Agreement until the date of issuance of a certificate for shares of Common Stock
purchased pursuant to this Option Agreement. Until such time, Optionee shall not
be entitled to dividends or to vote at meetings of the stockholders of the
Company. Except as provided in Section 9 hereof, no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash or securities or other
property) paid or distributions or other rights granted in respect of any share
of Common Stock for which the record date for such payment, distribution or
grant is prior to the date upon which the Optionee shall have been issued share
certificates, as provided hereinabove.
8. Extraordinary Corporate Transactions. If the Company
recapitalizes or otherwise changes its capital structure, or merges,
consolidates, sells all of its assets or dissolves (each of the foregoing a
"Fundamental Change"), then thereafter upon any exercise of the Option, the
Optionee shall be entitled to purchase under the Option, in lieu of the number
of shares of Common Stock as to which the Option shall then be exercisable, the
number and class of shares of stock and securities to which the Optionee would
have been entitled pursuant to the terms of the Fundamental Change
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if, immediately prior to such Fundamental Change, the Optionee had been the
holder of record of the number of shares of Common Stock as to which the Option
is then exercisable.
9. Changes in Capital Structure. The existence of outstanding
Option shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Common Stock or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceedings, whether of a similar character or otherwise.
If the outstanding shares of Common Stock of the Company shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, or recapitalization, the number and kind of shares
subject to the Plan or subject to any Options theretofore granted, and the
Option prices, shall be appropriately and equitably adjusted so as to maintain
the proportionate number of shares without changing the aggregate Option price.
10. Compliance With Securities Laws. Upon the acquisition of any
shares pursuant to the exercise of the Option herein granted, Optionee (or any
person acting under Section 6) will enter into such written representations,
warranties and agreements as the Company may reasonably request in order to
comply with applicable securities laws or with this Option Agreement.
11. Compliance With Laws. Notwithstanding any of the other provisions
hereof, Optionee agrees that he will not exercise the Option(s) granted hereby,
and that the Company will not be obligated to issue any shares pursuant to this
Option Agreement, if the exercise of the Option(s) or the issuance of such
shares of Common Stock would constitute a violation by the Optionee or by the
Company of any provision of any law or regulation of any governmental authority.
12. Withholding of Tax. To the extent that the exercise of this
Option or the disposition of shares of Common Stock acquired by exercise of this
Option results in compensation income to the Optionee for federal or state
income tax purposes, the Optionee shall pay to the Company at the time of such
exercise or disposition (or such other time as the law permits if the Optionee
is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended)
such amount of money as the Company may require to meet its obligation under
applicable tax laws or regulations; and, if the Optionee fails to do so, the
Company is authorized to withhold from any cash remuneration then or thereafter
payable to the Optionee, any tax required to be withheld by reason of such
resulting compensation income or Company may otherwise refuse to issue or
transfer any shares otherwise required to be issued or transferred pursuant to
the terms hereof.
13. Resolution of Disputes. As a condition of the granting of the
Option hereby, the Optionee and his heirs and successors agree that any dispute
or disagreement which may arise hereunder shall be determined by the Committee
in its sole discretion and judgment, and that any
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such determination and any interpretation by the Committee of the terms of this
Option Agreement shall be final and shall be binding and conclusive, for all
purposes, upon the Company, Optionee, his heirs and personal representatives.
14. Legends on Certificate. The certificates representing the
shares of Common Stock purchased by exercise of an Option will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares.
15. Notices. Every notice hereunder shall be in writing and shall be
given by registered or certified mail or by fax or telecopy. All notices of the
exercise of any Option hereunder shall be directed to Century Bancshares, Inc.,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention: Corporate
Secretary. Any notice given by the Company to Optionee directed to him at his
address on file with the Company shall be effective to bind him and any other
person who shall acquire rights hereunder. The Company shall be under no
obligation whatsoever to advise Optionee of the existence, maturity or
termination of any of Optionee's rights hereunder and Optionee shall be deemed
to have familiarized himself with all matters contained herein and in the Plan
which may affect any of Optionee's rights or privileges hereunder.
16. Construction and Interpretation. Whenever the term "Optionee" is
used herein under circumstances applicable to any other person or persons to
whom this award, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons. References to the masculine gender herein also include the feminine
gender for all purposes.
17. Agreement Subject to Plan. This Option Agreement is subject to the
Plan. The terms and provisions of the Plan (including any subsequent amendments
thereto) are hereby incorporated herein by reference thereto. In the event of a
conflict between any term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions of the Plan will govern and
prevail. All definitions of words and terms contained in the Plan shall be
applicable to this Option Agreement.
18. Employment Relationship. Employees shall be considered to be in
the employment of the Company as long as they remain employees of the Company.
Any questions as to whether and when there has been a termination of such
employment and the cause of such termination, shall be determined by the
Committee, and its determination shall be final. Nothing contained herein shall
be construed as conferring upon the Optionee the right to continue in the employ
of the Company, nor shall anything contained herein be construed or interpreted
to limit the "employment at will" relationship between the Optionee and the
Company.
19. Confidentiality; Nonsolicitation. Optionee recognizes and
acknowledges that Optionee has and will have access to confidential information
of a special and unique value
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concerning the Company which may include, without limitation, books and records
relating to operations, customer names and addresses, customer service
requirements, customer financial statements, and other financial, business and
personal information relating to the Company, their customers, markets, officers
and criteria. Optionee also recognizes that a portion of the business of the
Company is dependent upon trade secrets, including techniques, methods, systems,
processes, data and other confidential information. The protection of these
trade secrets and confidential information against unauthorized disclosure or
use is of critical importance to the Company. Optionee therefore agrees that,
without prior written authorization from the Chief Executive Officer of the
Company, Optionee will not at any time, either while employed by the Company or
afterwards, make any independent use of or disclose to any other person, any
trade secrets or confidential information of the Company.
All records, files, memoranda, reports, price lists, customer lists,
documents, and other information (together with all copies thereof) which relate
to the Company, and which Optionee has obtained or obtains, uses, prepares, or
comes into contact with shall remain the sole property of the Company. Upon the
termination of Optionee's employment with the Company, all such materials and
all copies thereof shall be returned to the Company immediately.
Optionee, on behalf of him/herself and his/her present and future
Affiliates and employers for a period of six months following the termination of
Optionee's employment with the Company, agrees not to and shall not directly or
indirectly (i) hire, employ or engage any past, present or future employee of
the Company without the prior written permission of the Chief Executive Officer
of the Company, (ii) compete for or solicit banking, lending, deposit taking or
any other banking or trust services business from any customer of the Company,
or (iii) use in any competition, solicitation or marketing effort any
proprietary list or other information concerning customers of the Company.
20. Entire Agreement; Amendment. This Option Agreement and any other
agreements and instruments contemplated by this Option Agreement contain the
entire Agreement of the parties, and this Option Agreement may be amended only
in writing signed by both parties.
21. Binding Effect. This Option Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee.
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IN WITNESS WHEREOF, this Option Agreement is effective as of the Grant
Date.
CENTURY BANCSHARES, INC.
By:
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OPTIONEE
Name:
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