STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE TRI-COUNTY FINANCIAL CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
STOCK OPTION for a total of ____________ shares of Common Stock, par value
$.01 per share, of Tri-County Financial Corporation (the "Company") is hereby
granted to _________ (the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the Tri-County
Financial Corporation 1995 Stock Option Plan for Non-Employee Directors, As
Amended (the "Plan") which has been adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby acknowledged. Such
Stock Options do not comply with Options granted under Section 422 of the
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Internal Revenue Code of 1986, as amended (the "Code").
1. Option Price. The option price is $___________ for each share, being
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100% of the fair market value, as determined by the Company's Board of
Directors, of the Common Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance with
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provisions of the Plan as follows:
(i) Schedule of Rights to Exercise. All shares subject to option may be
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exercised immediately after the date of grant of this Option.
(ii) Method of Exercise. This Option shall be exercisable by a written
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notice which shall:
(a) state the election to exercise the Option, the number of shares 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 or her address and Social Security Number (or, if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holders'
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) 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
(d) be in writing and delivered in person or by registered or certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock owned for more than six
months, or such combination of cash and Common Stock owned for more than six
months as the Optionee elects. 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.
(iii) Restrictions on Exercise. The Option may not be exercised if the
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issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his or her exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
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or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
4. Non-Transferability of Option. This Option may not be transferred in any
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manner otherwise than by will or by the laws of descent or distribution.
Notwithstanding the foregoing, the Participant may transfer Options to his or
her spouse, lineal ascendants, lineal descendants, or to a duly established
trust for the benefit of one or more of these individuals. Options so
transferred may thereafter be transferred only to the Participant who originally
received the grant or to an individual or trust to whom the Participant could
have initially transferred the Option. The terms of this Option shall be binding
upon the transferees, executors, administrators, heirs, successors and assigns
of the Optionee.
5. Term of Option. This Option may not be exercisable for more than ten
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years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
TRI-COUNTY FINANCIAL CORPORATION
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, AS AMENDED
COMMITTEE
By ______________________________________
____________ __, 200_ Attest:__________________________________
Date of Grant
(Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE TRI-COUNTY FINANCIAL CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
__________________
Date
Treasurer
Tri-County Financial Corporation
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Re: 1995 Stock Option Plan for Non-Employee Directors, As Amended
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Dear Sir or Madam:
The undersigned elects to exercise his/her Non-Incentive Stock Option to
purchase ________ shares, par value $.01 per share, of Common Stock of
Tri-County Financial Corporation under and pursuant to a Stock Option Agreement
dated ________, 200_.
Delivered herewith is a certified or bank cashier's or tellers check and/or
shares of Common Stock held for more than six months, valued at the fair market
value of the stock on the date of exercise, as set forth below.
$___________ of cash or check
___________ shares of Common Stock, valued at $____ per share
$ Total
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The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person is as follows:
Name __________________________________________________________________________
Address _______________________________________________________________________
Social Security Number ________________________________________________________
Very truly yours,
___________________________