FORM OF SUMMIT FINANCIAL GROUP, INC. NON-QUALIFIED STOCK OPTION GRANT AGREEMENT FOR OFFICERS (Installment Vesting)
Exhibit
10.3
FORM
OF
SUMMIT
FINANCIAL GROUP, INC.
FOR
OFFICERS
(Installment
Vesting)
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1.
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Grant
of Option.
Subject to the terms and conditions of this Non-Qualified Stock Option
Grant Agreement (“Agreement”) and the South Branch Valley Bancorp, Inc.
1998 Officer Stock Option Plan (“Plan”), dated ____________, 200__, which
has been adopted by SUMMIT FINANCIAL GROUP, INC., a West Virginia
corporation (Corporation) (successor by name change to South Branch
Valley
Bancorp, Inc.) and which is incorporated herein by reference, an
Option to
purchase a total of _____ shares of $2.50 par value common stock
of the
Corporation’s Common Stock at a price of ___________________ Dollars and
___ Cents ($______) per share is hereby granted to _____________________
(Participant) as of the date of this Agreement as affixed below with
its
execution (Date of Grant).
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2.
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Installment
Exercise.
Subject to any conflicting limitations in the Agreement, the Option
shall
become vested and exercisable in five (5) installments for the following
percentage of the total number of Common Stock shares under the Option,
on
or after the following Date of Vesting indicated, in cumulative
fashion:
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Number
of Shares
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Date
of Vesting
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Date
of Termination
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%
Total Number of Common Stock Shares Under
Option
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a.
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b.
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c.
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d.
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e.
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f.
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g.
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h.
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i.
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j.
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Participant
agrees to exercise the Option in increments of not less than fifty (50)
shares.
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3.
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Termination
of Option.
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(a)
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The
Option and all rights granted under this Agreement with respect to
the
Option, to the extent not previously exercised, shall terminate and
become
null and void on and after the _______anniversary of the Date of
Vesting.
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(b)
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If
a
Participant’s continuous employment shall terminate by reason of his/her
retirement from the corporation or its subsidiaries at a retirement
date
authorized by the Committee, the retired Participant shall become
one
hundred percent (100%) vested in any installment of the Option not
yet one
hundred percent (100%) vested that Participant has been granted under
the
Plan as of that date. With respect to any installment of the Option
that
becomes exercisable as a result of the acceleration of Vesting under
this
section (b), Participant shall exercise such installment within one
year
of Participant’s retirement date.
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(c)
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Notwithstanding
any other provisions of this Agreement or the Plan, if Participant
is
convicted of a felony against the Bank, any unvested portion of the
Option
shall immediately terminate and be
void.
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4.
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Exercise
of Option.
Subject to paragraph 3 of this Agreement, Participant may exercise
the
Option with respect to all or any part of the number of shares then
exercisable under this Agreement by giving the President & Treasurer
of the Corporation written notice of intent to exercise, of the number
of
shares to be purchased, the exercise date, and making full payment
of the
Option price, all in accordance with Section 8 of the
Plan.
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5.
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Adjustment
of and Changes in Stock of the Corporation.
In
the event of a Reorganization, recapitalization, change of shares,
stock
split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or
any
other change in the corporate structure or shares of capital stock
of the
Corporation, the Committee shall make such adjustment as it deems
appropriate in the number and kind of shares of stock subject to
the
Option or in the Option price; provided, however, that no such adjustment
shall give Participant any additional benefits under the
Option.
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6.
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No
Rights of Stockholders.
Neither Participant nor any personal representative of Participant
shall
be, or shall have any of the rights and privileges of, a stockholder
of
the Corporation with respect to any shares of stock purchasable or
issuable upon the exercise of the Option, in whole or in part, prior
to
the date of exercise of the Option.
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7.
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Nontransferability
of Option.
This
Option may not be transferred in any manner and may be exercised
only by
Participant while he is an employee of the Corporation or its subsidiary.
In the event of (i) any attempt by Participant to alienate, assign,
pledge, hypothecate, or otherwise dispose of the Option, except as
provided in this Agreement, or (ii) the levy of any attachment, execution,
or similar process upon the rights or interests conferred by this
Agreement, the Corporation may terminate the Option by notice to
Participant and upon such notice the Option shall become null and
void.
The terms of this Option shall be binding upon the executors,
administrators, heirs, successors, and assigns of
Participant.
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8.
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Amendment
of Option.
The
Option may be amended by the Board or the Committee at any time (i)
if the
Board or the Committee determines, in its sole discretion, that amendment
is necessary or advisable in light of any addition to or change in
the
Code or in the regulations issued thereunder, or any federal or state
securities law or other law or regulation, which change occurs after
the
Date of Grant and by its terms applies to the Option; or (ii) other
than
in the circumstances described in clause (i), with the consent of
Participant.
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9.
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Notice.
Any
notice to the Corporation provided for in this instrument shall be
addressed to it in care of its President and Treasurer at its principal
office in the state of West Virginia, and any notice to Participant
shall
be addressed to Participant at the current address shown on the
Corporation’s records. Any notice shall be deemed to be duly given if and
when properly addressed and posted by registered or certified mail,
postage prepaid.
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10.
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Incorporation
of Plan by Reference.
The
Option is granted pursuant to the terms of the Plan, the terms of
which
are incorporated herein by reference, and the Option shall in all
respects
be interpreted in accordance with the Plan. The Committee shall interpret
and construe the Plan and this instrument, and its interpretations
and
determinations shall be conclusive and binding on the parties to
this
Agreement and any other person claiming an interest under the Agreement,
with respect to any issue arising under it or the Plan. Unless otherwise
expressly stated herein, in the event of any inconsistency between
the
terms of the plan and this Agreement, the terms of the Plan shall
control.
The headings of the paragraphs of this Agreement have been included
for
convenience of reference only, and not to be considered a part hereof
and
shall in no way restrict the terms or provisions
hereof.
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11.
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Governing
Law.
The
validity, construction, interpretation, and effect of this instrument
shall exclusively be governed by and determined in accordance with
the law
of the state of West Virginia, except to the extent preempted by
federal
law, which shall to that extent
govern.
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IN
WITNESS
WHEREOF, the Corporation has caused its duly authorized officers to execute
and
attest this Summit Financial Group, Inc. Non Qualified Stock Option Grant
Agreement, and to apply the corporate seal hereto, and Participant has placed
his signature, effective as of the Date of Grant.
CORPORATION:
SUMMIT
FINANCIAL GROUP, INC.
By:
____________________________________
▇▇▇▇▇
▇▇▇▇
Its: Chairman
of
the Board
Attest:
__________________________________
Title:
____________________________________
Participant
acknowledges receipt of a copy of the Plan, a copy of which is attached, and
represents that he/she is familiar with the terms and provisions of the Plan.
Participant hereby accepts this Option subject to all the terms and provisions
of the Plan. Participant hereby agrees to accept as binding, conclusive, and
final all decisions and interpretations of the Committee, and, where applicable,
the Board, upon any questions arising under the Plan.
Dated: __________________________
PARTICIPANT:
__________________________________
Sworn
and
subscribed before me this _____ day of _________________, _____.
__________________________________
Notary
Public
My
Commission expires: __________________________.