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EXHIBIT 10.5 FORM OF AMERICAN BANK OF CONNECTICUT
STOCK OPTION ASSUMPTION AGREEMENT FOR AMERICAN BANK OF CONNECTICUT
1984 INCENTIVE STOCK OPTION PLAN
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FORM OF
AMERICAN FINANCIAL HOLDINGS, INC.
STOCK OPTION ASSUMPTION AGREEMENT FOR THE AMERICAN BANK OF
CONNECTICUT 1984 INCENTIVE STOCK OPTION PLAN
OPTIONEE: [NAME]
THIS STOCK OPTION ASSUMPTION AGREEMENT is hereby issued as of the ___
day of January, 2002, by American Financial Holdings, Inc., a Delaware
corporation ("AMFH").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of American Bank of
Connecticut ("ABC"), which were granted to Optionee under the American Bank of
Connecticut 1984 Incentive Stock Option Plan (the "Plan"), and are evidenced by
an award agreement or similar documentation (the "Award Agreement") between ABC
and the Optionee, which are incorporated by reference herein.
WHEREAS, effective as of January 18, 2002 (the "Effective Time"), ABC
has merged with and into AMFH (the "Merger") pursuant to the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of July 18, 2001, by and between
ABC and AMFH.
WHEREAS, the Merger Agreement provides that, as of the Effective Time,
by virtue of the Merger and without any action on the part of the Optionee, each
option granted by ABC to purchase shares of ABC common stock that is outstanding
and unexercised, shall be converted into an option to purchase shares of AMFH
common stock at an exercise price determined in accordance with Section 1.8 of
the Merger Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of ABC common stock subject to the stock
option(s) held by Optionee under the Plan immediately prior to the Effective
Time, and the exercise price payable per share are set forth in Exhibit A
hereto.
2. AMFH hereby assumes, as of the Effective Time, all of the duties and
obligations of ABC under each of the options as set forth in the Plan,
Optionee's Award Agreement, or similar documentation containing the terms and
conditions of the option grant.
3. In connection with such option assumption by AMFH, the number of
shares of AMFH Common Stock purchasable under each ABC option hereby assumed,
and the exercise price payable thereunder, have been adjusted in accordance with
the provisions of Section 1.8 of the Merger Agreement for the conversion of the
ABC options. Accordingly, the number of shares of AMFH common stock subject to
each ABC option hereby assumed as of the Effective Time shall be as specified in
the attached Exhibit A, and the adjusted exercise price payable per share of
AMFH common stock under the assumed ABC option shall be as indicated in the
attached Exhibit A.
4. The following additional provisions shall govern each ABC option
hereby assumed by AMFH:
(a) Unless the context otherwise requires, all references in each
Award Agreement and in the applicable plan document (as incorporated by
reference in such Award Agreement) (i) to the "Company" shall mean AMFH, (ii) to
"Common Stock" shall mean shares of AMFH Common Stock, (iii) to the "Board of
Directors" shall mean the Board of Directors of AMFH, (iv) to the "Committee"
shall mean the Committee of AMFH which administers the Plan and (v) to the
"Bank" shall mean American Savings Bank.
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(b) The grant date and the expiration date for each assumed ABC
option and all other provisions, unless otherwise specified herein, which govern
either the exercisability or the termination of the assumed ABC option shall
remain the same as set forth in the Award Agreement applicable to that option
and the provisions of the Plan document, and shall accordingly govern and
control Optionee's rights to purchase AMFH common stock under this Stock Option
Assumption Agreement.
(c) The adjusted exercise price payable for the AMFH Common Stock
subject to each assumed ABC option shall be payable in any of the forms
authorized under the Plan and the Award Agreement applicable to that option.
(d) All unexercised options subject to the Optionee's Award
Agreement and assumed hereby shall be 100% vested as of the Effective Time.
(e) In order to exercise each assumed ABC option, Optionee must
deliver to AMFH a written notice of exercise which indicates the number of
shares of AMFH Common Stock to be purchased, accompanied by payment of the
adjusted exercise price. Such notice shall be delivered to AMFH at the following
address:
American Savings Bank
Human Resources Department
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5. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Award Agreement,
as in effect immediately prior to the Merger, shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
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IN WITNESS WHEREOF, AMFH has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly authorized officer as of the
___ day of January, 2002.
AMERICAN FINANCIAL HOLDINGS, INC.
By: ________________________________
Title: _____________________________
ACKNOWLEDGMENT
The undersigned acknowledges receipt of this Stock Option Assumption
Agreement and understands and acknowledges that all rights and liabilities with
respect to each of his ABC options hereby assumed by AMFH are as set forth only
in the Award Agreement, the Plan and this Stock Option Assumption Agreement, and
that no other agreements exist with respect to his ABC options. The undersigned
also acknowledges that, except to the extent specifically modified by this Stock
Option Assumption Agreement, all of the terms and conditions of the Award
Agreement, as in effect immediately prior to the Effective Time, shall continue
in full force and effect and shall not be otherwise affected by this Stock
Option Assumption Agreement. The undersigned further acknowledges that the ABC
options described in Exhibit A hereto constitute all of the options or other
rights to purchase ABC common stock that he owned immediately prior to the
Effective Time of the Merger.
OPTIONEE
____________________________________
[NAME]
DATE: ______________________________
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares
of American Bank of Connecticut Common Stock
(Pre-Merger)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING STOCK EXERCISE PRICE PER SHARE
-------------------- --------------------------- ------------------------
OPTIONS
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Optionee's Outstanding Options to Purchase Shares
of American Financial Holdings, Inc. Common Stock
(Post-Merger)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING STOCK EXERCISE PRICE PER SHARE
-------------------- --------------------------- ------------------------
OPTIONS
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