1
EXHIBIT 4.8
NONQUALIFIED STOCK OPTION AGREEMENT
(DIRECTOR)
This Nonqualified Stock Option Agreement ("Option Agreement") is between
Century Bancshares, Inc., a Delaware corporation (the "Company"), and
_______________ ("Optionee").
WITNESSETH:
WHEREAS, the Company has heretofore adopted the Century Bancshares, Inc.
2000 Stock Awards Plan (the "Awards Plan") for the purpose of providing
employees and directors of the Company and Century National Bank (the "Bank")
(as defined in the Awards 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 the Bank; and
WHEREAS, the Company, acting through the Compensation Committee designated
by the Board of Directors (the "Committee"), has determined that its interests
will be advanced by the issuance to Optionee of nonqualified stock options under
the Awards Plan;
NOW THEREFORE, for and in consideration of these premises it is agreed as
follows:
1. Options. Subject to the terms and conditions contained herein, the
Company hereby irrevocably grants to Optionee the right and option ("Options")
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 the Common Stock at the date
of grant of the Options.
2. Option Period; Vesting. The Options herein granted may be exercised by
Optionee in whole or in part at any time during the period beginning on the date
hereof, and ending ten (10) years after the date hereof (the "Option Period").
3. Procedure for Exercise. The Options 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 Options are 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 in the form 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
Optionee, shares of Common Stock theretofore owned by Optionee (or a combination
of cash and Common Stock). 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
Options have been so exercised.
2
4. Termination of Employment. If Optionee's employment with the Company or
the Bank is terminated during the Option Period for any reason other than death
or disability or if Optionee ceases to serve on the Board of the Company or the
Bank during the Option Period for any reason other than death or disability,
Options granted to him or her hereunder which are not exercisable on such date
thereupon terminate except as hereinafter provided. Any Options which are
exercisable on the date of his or her termination of employment or cessation
from the Board shall be exercisable during a three-month period beginning on
such date; provided, however, if Optionee's termination of employment or
cessation from the Board is due to Optionee's dishonesty, theft, embezzlement
from the Company or the Bank, disclosing trade secrets of the Company or the
Bank, willful violation of any rules of the Company or the Bank pertaining to
the conduct of individuals performing services for the Company or the Bank, or
the commission of a willful felonious act while in the employment of the Company
or the Bank or while serving on the Board, then any option or unexercised
portion thereof granted to Optionee, shall expire upon such termination.
5. Disability or Death. In the event of the determination of disability or
death of an Optionee under the Awards Plan while he or she is employed by the
Company or while he or she serves on the Board, all Options hereunder
exercisable at the date of such disability or death shall be thereafter
exercisable by Optionee, the guardian of his or her estate, his or her executor
or administrator, or the person or persons to whom his or her 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
disability or death, unless this Option Agreement should earlier terminate in
accordance with its other terms. In no event may any Options be exercised after
the end of the Option Period. Optionee shall be deemed to be disabled if, in the
opinion of a physician selected by the Committee, he or she is incapable of
performing services for the Company or the Bank of the kind he or she was
performing at the time the disability occurred 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 date of
determination of disability for purposes hereof shall be the date of such
determination by such physician.
6. Transferability. Neither the Options granted 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 Options shall be exercisable
only by him or her. 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 paragraph 9 hereof, no adjustment shall
-2-
3
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 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 Options granted hereunder Optionee shall be
entitled to purchase under such option, in lieu of the number of shares of
Common Stock as to which Options shall then be exercisable, the number and class
of shares of stock and securities to which Optionee would have been entitled
pursuant to the terms of the Fundamental Change if, immediately prior to such
Fundamental Change, Optionee had been the holder of record of the number of
shares of Common Stock as to which such Options are then exercisable. If the
Company shall not be the surviving entity upon the occurrence of a Fundamental
Change the Options granted hereunder shall be governed by subparagraph 6(j) of
the Awards Plan.
9. Changes in Capital Structure. The existence of outstanding Options
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 Awards 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 Options herein granted, Optionee (or any person
acting under paragraph 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 or she will not exercise the Options granted
hereby, and that the Company will not be obligated to issue any shares pursuant
to this Option Agreement, if the exercise of the Options or the issuance of such
shares of Common Stock would constitute a violation by Optionee or by the
Company of any provision of any law or regulation of any governmental authority.
-3-
4
12. Withholding of Tax. To the extent that the exercise of the Options
granted hereunder or the disposition of shares of Common Stock acquired by
exercise of the Options results in compensation income to Optionee for federal
or state income tax purposes, Optionee shall pay to the Company at the time of
such exercise or disposition (or such other time as the law permits if 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 Optionee fails to do so, the Company
is authorized to withhold from any cash remuneration then or thereafter payable
to 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. Payment of the withholding tax by Optionee shall be made in accordance
with Section 14(c) of the Awards Plan.
13. Resolution of Disputes. As a condition of the granting of the Options
hereby, Optionee and his or her 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 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 or her heirs and personal representatives.
14. Legends on Certificate. The certificates representing the shares of
Common Stock purchased by exercise of any Options 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. All notices of the exercise of any Options
hereunder shall be directed to Century Bancshares, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. Attention: Corporate Secretary. Any notice given
by the Company to Optionee directed to him or her at his or her address on file
with the Company shall be effective to bind him or her 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 or herself with all matters contained herein and in the Awards 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 paragraph 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.
17. Agreement Subject to Awards Plan. This Option Agreement is subject to
the Awards Plan. The terms and provisions of the Awards Plan (including any
subsequent amendments thereto) are hereby incorporated herein by reference
thereto. In the event of a conflict between
-4-
5
any term or provision contained herein and a term or provision of the Awards
Plan, the applicable terms and provisions of the Awards Plan will govern and
prevail. All definitions of words and terms contained in the Awards 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 or the
Bank. 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 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 Optionee and the Company.
19. 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.
IN WITNESS WHEREOF, this Option Agreement has been executed and is
effective as of the _______ day of _____________, 200__.
CENTURY BANCSHARES, INC.
By:
---------------------------
Name:
Title:
ATTEST:
-----------------------------
Name:
Title:
OPTIONEE
------------------------------
Name:
-5-