EXHIBIT 4.3
Form of Stock Option Agreement to be entered into
with respect to Incentive Stock Options
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1992 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1992 STOCK OPTION PLAN
STOCK OPTIONS for a total of __________ shares of common stock ("Common
Stock"), par value $0.10 per share, of Thistle Group Holdings, Co. (the
"Company"), which options are intended to qualify as Incentive Stock Options
under Section 422 of the Internal Revenue Code of 1986, as amended, is 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
Thistle Group Holdings, Co. 1992 Stock Option Plan (the "Plan") which is
incorporated by reference herein, receipt of which is hereby acknowledged.
1. Option Price. The exercise price is $_____ for each share of Common
Stock under option, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this stock option. Such
exercise price accurately reflects any price adjustment resulting from the
corporate reorganization (the "Reorganization") of Roxborough-Manayunk Federal
Savings Bank (the "Bank") pursuant to which the Bank became the wholly-owned
subsidiary of the Company.
2. Exercises of Option. The stock options covered by this stock option
agreement shall be exercisable in accordance with provisions of the Plan as
follows:
(a) Schedule of Rights to Exercise.
Total of Shares Subject
Years of Continuous Employment to Option Which May
After Date of Grant of Option Be Exercised
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Upon grant......................... none
1 year but less than 2 ............ one-third
2 years but less than 3 ........... two-thirds
3 years or more.................... 100%
Notwithstanding any provisions in this Section 2, in no event shall the
stock options covered by this stock option agreement be exercisable prior to six
months following the date of grant or the date of ratification of the Plan by
the Bank's stockholders, whichever is later.
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(b) Method of Exercise. The stock options covered by this stock option
agreement 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 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 the
option and, if the option is 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 the Option; and
(iv) Be in writing and delivered in person or by certified mail
to the Treasurer of the Company.
Payment of the purchase price of any shares of Common Stock with respect to
which the option is being exercised shall be by certified or bank cashier's or
teller's check. The certificate or certificates for shares of Common Stock as to
which the option shall be exercised shall be registered in the name of the
person or persons exercising the option.
(c) Restrictions on Exercise. The stock options covered by this stock
option agreement may not be exercised if the issuance of the 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 the stock options covered by this stock option agreement, 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. The stock options covered by this stock
option agreement 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 Option shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
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4. Term of Option. The stock options covered by this stock option agreement
may not be exercised more than ten (10) years from the date of grant, 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 Stock Options. By signing this
stock option agreement the Optionee and the Company agree that the stock options
covered herein 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
Roxborough-Manayunk Federal Savings Bank, originally granted to the Optionee on
________________ ____, 199____.
THISTLE GROUP HOLDINGS, CO.
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Original Date of Grant By:
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Optionee
Attest:
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[SEAL]
3
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
THISTLE GROUP HOLDINGS, CO.
1992 STOCK OPTION PLAN
formerly known as the
ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
1992 STOCK OPTION PLAN
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(Date)
Thistle Group Holdings, Co.
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Dear Sir or Madam:
The undersigned elects to exercise the Incentive Stock Options to purchase
shares, par value $0.10, of common stock ("Common Stock") of Thistle Group
Holdings, Co. under and pursuant to a stock option agreement dated ____________,
199_.
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 stock on
the date of exercise, as set forth below.
$
----------- of cash or check
----------- of Common Stock
$
=========== Total
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name _____________________________________________
Address __________________________________________
Social Security Number ___________________________
Very truly yours,
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