EXHIBIT 10.2
------------
CENTRUE FINANCIAL CORPORATION, INC.
2003 STOCK OPTION PLAN
QUALIFIED STOCK OPTION AGREEMENT
--------------------------------
1. A STOCK OPTION to acquire ______________ shares (hereinafter
referred to as "Option Stock") of Common Stock of CENTRUE FINANCIAL CORPORATION,
INC. (hereinafter referred to as the "Company") is hereby granted to
__________________________ (hereinafter referred to as the "Optionee"), subject
in all respects to the terms and conditions of the CENTRUE FINANCIAL
CORPORATION, INC. 2003 STOCK OPTION PLAN (hereinafter referred to as the "Plan")
and such other terms and conditions as are set forth herein. The Option is being
granted to Optionee as of _____________, the date the Company's Board of
Directors approved the Option, in accordance with the terms of the Employment
Agreement between Optionee and Centrue Financial Corporation, Inc. (the
"Employment Agreement"), which was entered into on __________________.
2. Status of Option. This Option is intended to constitute an
Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986
(the "Code").
3. Option Price. The Option Price as determined by the Board of
Directors of the Company (the "Board") is ______________________________ per
Share.
4. Exercise of Option.
a. Provided that the Optionee is an Eligible Person on
the date indicated in the following schedule, this Option may be exercised in
accordance with the following table:
NUMBER OF SHARES
DATE EXERCISABLE
---- -----------
b. In the event of the termination of the Executive's
employment by the Company without Cause, as defined in the Employment Agreement
or termination of employment by the Executive due to a Constructive Discharge,
as defined in the Employment Agreement, this Option shall become immediately and
fully exercisable, subject to paragraph 5 below, for a period of ninety (90)
days after the Optionee ceases to be an Eligible Person. In the event of the
termination of service of the Optionee due to death, Disability or Retirement,
the Option, to the extent exercisable at the time of such termination of service
shall remain exercisable for a period of one (1) year following the termination
of service. Notwithstanding the foregoing provisions, the Option shall cease to
constitute an Incentive Stock Option, as defined under Section 422 of the Code,
and shall convert to a nonqualified stock option to the extent the Optionee (or
the Optionee's heir) exercises the Option more than three months after cessation
of Optionee's status as an Eligible Person by reason of the Optionee's
Retirement.
c. In the event of a Change in Control, this Option
shall become immediately and fully exercisable, except as otherwise provided by
Section 6(e) of the Plan.
5. Expiration of Option. Unless otherwise determined by the
Committee, to the extent not previously exercised, the Options will expire on
the earliest of, (a) the seventh anniversary of the Option Date; (b) ninety (90)
days after the date that the Optionee ceases to be an Eligible Person for any
reason other than Cause, death, Retirement or Disability; (c) immediately upon
the termination of Optionee's service for Cause, as defined in the Employment
Agreement; or (d) one (1) year after the date the Optionee ceases to be an
Eligible Person by reason of such Optionee's Retirement, death or Disability.
The Optionee is responsible for understanding the termination provisions of the
Plan and this Agreement and to keep track of the termination dates for any
Options granted to the Optionee under the Plan. The Company shall have no
responsibility to notify Optionees of the date on which Options will expire and
does not anticipate giving such notice to any Optionee either verbally or in
writing.
6. Optionee Rights. No rights or privileges of a shareholder of
the Company are conferred by reason of the granting of the Options. The Optionee
will not become a shareholder of the Company with respect to the Option Stock
unless and until the Options have been properly exercised and the Option Price
fully paid for the number of the Options exercised.
7. Transferability. The Options are not transferable, except by
the laws of descent and distribution, however, the Committee has the discretion
to allow for other Transfers of Options, but only to the extent provided in the
Plan and only when such Transfer would be considered a completed gift for tax
purposes. If an Option is transferred, it will continue to be subject to the
terms and conditions of this Agreement, together with the Plan, and may not be
transferred again. If the Options are transferable during the Optionee's
lifetime, the Optionee will remain responsible for all applicable withholding
taxes upon the exercise of any transferred Options and will, prior to
transferring any Options, notify the Company of the anticipated Transfer. The
Company shall not be required to provide to the transferee any notice of
termination of any of the Options. If the Optionee transfers an Option and dies
before a transferred Option has been exercised, the Option will automatically
terminate upon the earlier of one year from the date of the Optionee's death or
the expiration of the Option pursuant to this Agreement.
8. Terms of Options. This Agreement, and the Options issued to
the Optionee, are subject to all of the terms and conditions set forth herein
and in the Plan, as may be amended from time to time, a copy of which has been
provided to Optionee. To the extent that any conflict may exist between any term
or provision of this Agreement and any term or provision of the Plan, the Plan
shall govern. Capitalized terms referenced, but not defined herein, will have
the meaning attributed to them by the Plan. The optionee acknowledges that he or
she has read the plan and agrees to be bound by its terms. Pursuant to the Plan,
the Committee has authorized the Option Price and any applicable tax withholding
liability associated with exercise of the Options to be payable in cash.
9. Compliance with Securities Laws. This Option may not be
exercised if the issuance of Option Stock upon such exercise would constitute a
violation of any applicable federal or state securities law, or any other valid
law or regulation. As a condition to the exercise of this Option, the Optionee
shall represent to the Company that the Option Stock being acquired under this
2
Option are for investment and not with a present view for distribution or
resale, unless counsel for the Company is then of the opinion that such a
representation is not required under any applicable law, regulation or rule of
any governmental agency.
10. Miscellaneous.This Agreement, together with the Plan, sets
forth the complete agreement of the parties concerning the subject matter
hereof, superseding all prior agreements, negotiations and understandings.
Nothing contained in this Agreement will confer upon the Optionee any right with
respect to the continuation of his or her status as an employee, director or an
Eligible Person. This Agreement shall be binding upon and inure to the benefit
of the Company and the Optionee, and their respective heirs, personal legal
representatives and successors. No change or modification of this Agreement
shall be valid unless the same is in writing and signed by the parties hereto;
provided, however, that the Optionee hereby covenants and agrees to execute any
amendment to this Agreement which shall be required or desirable (in the opinion
of the Company or its counsel) in order to comply with the laws governing this
Agreement. This Agreement will be governed by the substantive law of the State
of Illinois and may be executed in counterparts.
Dated: ___________________
CENTRUE FINANCIAL CORPORATION, INC.
By: _____________________________________
President & Chief Executive Officer
ATTEST:
The Optionee acknowledges that he/she has received a copy of the Plan
and is familiar with the terms and conditions set forth therein. The Optionee
agrees to accept as binding, conclusive, and final all decisions and
interpretations of the Committee. As a condition to the exercise of this Option,
the Optionee authorizes the Company to withhold from any regular cash
compensation payable by the Company any taxes required to be withheld under any
federal, state or local law as a result of exercising this Option.
Dated: ____________________
By: _____________________________________
Optionee
3