Exhibit 10(b)
Form of Option Agreement - Director
Tysons Financial Corporation 1992 Stock Option Plan, as amended and restated
August 21, 1996
TYSONS FINANCIAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ( "Agreement"), is entered into as of this
______ day of ___________ 19__, to be effective ____________, 1996, ("Date of
Grant") by and between Tysons Financial Corporation, a Virginia corporation (the
"Company"), and ____________________ (the "Optionee").
WHEREAS, the Board of Directors and shareholders of the Company adopted
and subsequently amended and restated a stock option plan known as the "Tysons
Financial Corporation 1992 Stock Option Plan" (the "Plan"); and
WHEREAS, the Board has granted the Optionee a stock option to purchase
the number of shares of the Company's common stock as set forth below, and in
consideration of the granting of that stock option the Optionee intends to
continue to serve on the Board of Directors of the Company for the remainder of
his/her term; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, to enable and encourage stock ownership by Directors,
and also in consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.
2. Grant of Option. Subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby evidences its grant to the
Optionee, not in lieu of salary, directors' fees or other compensation, of the
right and option (the "Option") to purchase all or any part of the number of
shares of the Company's Common Stock, par value $5 per share (the "Stock"), set
forth on Schedule A attached hereto and incorporated herein by reference. The
Option shall be exercisable in the amounts and at the time specified on Schedule
A. The Option shall expire and shall not be exercisable after the date specified
on Schedule A or on such earlier date as determined pursuant to Section 8, 9 or
10 hereof. The Option evidenced hereby is not intended to constitute an
incentive stock option as such term is defined under Section 422 of the Code.
3. Purchase Price. The price per share to be paid by the Optionee for
the shares subject to this Option (the "Exercise Price") shall be as specified
on Schedule A.
4. Exercise Terms. The Optionee must exercise the Option for at least
the lesser of 100 shares or the number of shares of Purchasable Stock as to
which the Option remains unexercised. In the event this Option is not exercised
with respect to all or any part of the shares subject to this Option prior to
its expiration, the shares with respect to which this Option was not exercised
shall no longer be subject to this Option.
5. Option Non-Transferable. The Option is non-transferable other than
by will or the laws of descent and distribution or pursuant to a Domestic
Relations Order. During the lifetime of the Optionee, the Option shall be
exercisable only by such Optionee or the transferee under a Domestic Relations
Order (or by such person's guardian or legal representative, should one be
appointed).
6. Notice of Exercise of Option. This Option may be exercised, in whole
or in part, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) delivered or mailed to the Company as
specified in Section 13 hereof to the attention of the President/CEO or such
other officer as the Company may designate. Any such notice shall (a) specify
the number of shares of Stock subject to the Option as to which the Option is
being exercised, (b) contain such information as may be reasonably required
pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or
cashier's check payable to the Company in payment of the total Exercise Price
applicable to such shares as provided herein, (ii) shares of Stock owned by the
Optionee and duly endorsed or accompanied by stock transfer powers, or
authorization to the Company to withhold shares otherwise issuable upon exercise
of the Option, having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a combination of the
above that, when aggregated, equals the total Exercise Price applicable to such
shares purchased hereunder. Upon receipt of any such Notice of Exercise and
accompanying payment, and subject to the terms hereof, the Company agrees to
issue stock certificates for the number of shares specified in such notice
registered in the name of the person exercising this Option.
Subject to such limitations as the Board may determine, the
Company may authorize payment of the Exercise Price, in whole or in part, by
delivery of a properly executed Notice of Exercise, together with irrevocable
instructions, to: (i) a brokerage firm designated by the Optionee and acceptable
to the Company, in the Board's sole discretion, to deliver promptly to the
Company the aggregate amount of sale or loan proceeds to pay the Exercise Price
and any withholding tax obligations that may arise in connection with the
exercise, and (ii) the Company to deliver the certificates for such purchased
shares directly to such brokerage firm.
In addition to and at the time of payment of the Exercise
Price, the Optionee shall pay to the Company in cash the full amount of any
federal, state, and local income, employment or other taxes required to be
withheld from the income of such Optionee as a result of such exercise;
provided, however, that in the discretion of the Board, all or any portion of
such tax obligations may, upon the irrevocable election of the Optionee, be paid
by tendering to the Company whole shares of Stock duly endorsed for transfer and
owned by the Optionee, or by authorization to the Company to withhold shares of
Stock otherwise issuable upon exercise of the Option, in either case in that
number of shares having a Fair Market Value on the date of exercise equal to the
amount of such taxes thereby being paid.
7. Adjustment in Option. The number of Shares subject to this Option,
the Exercise Price and other matters are subject to adjustment during the term
of this Option in accordance with Section 5.2 of the Plan.
8. Cessation of Service as Director.
(a) In the event of the cessation of the Optionee's service as a
Director of the Company, other than a termination that is either (i) for cause,
(ii) voluntary resignation on the part of the Optionee and without written
consent of the Company, or (iii) for reasons of death or disability, the
Optionee may exercise this Option at any time within ______________ [15 days/30
days/3 months/1 year] after such cessation to the extent of the number of shares
which were Purchasable hereunder at the date of such termination; but in no
event may such exercise occur after the Expiration Date specified in Schedule A
attached hereto.
(b) In the event of a cessation of the Optionee's service as a Director
that is either (i) for cause or (ii) a voluntary resignation on the part of the
Optionee and without the written consent of the Company, this Option, to the
extent not previously exercised, shall terminate ______________ [immediately/15
days after such cessation/30 days after such cessation] and shall not thereafter
be or become exercisable.
(c) Retirement of the Optionee at the end of the term during which he
or she reaches normal retirement date as prescribed from time to time by the
Company shall be deemed to be a cessation of services with consent for all
purposes of this Option. Voluntary resignation shall include failure to stand
for reelection, other than upon retirement, for all purposes of this Option.
Whether a cessation of services constitutes termination for cause shall be
determined in the sole discretion of the Board. This Option does not confer upon
the Optionee any right with respect to continuance of service as a Director of
the Company.
9. Disabled Optionee. In the event of cessation of services as a
Director because of the Optionee's becoming disabled, as defined in Code Section
22(e)(3) and determined within the sole discretion of the Board, the Optionee
(or his or her personal representative) may exercise this Option at any time
within ______________ [30 days/3 months/1 year] after such cessation to the
extent of the number of shares which were Purchasable hereunder at the date of
such cessation; but in no event may such exercise occur after the Expiration
Date specified in Schedule A attached hereto.
10. Death of Optionee. In the event of the Optionee's death while
serving as a Director of the Company or within 15 days after a cessation of such
services (if such cessation was neither (i) for cause nor (ii) a voluntary
resignation on the part of the Optionee and without the written consent of the
Company), the Optionee's executor, personal representative or the person(s) to
whom the Option shall have been transferred by will or the laws of descent and
distribution, as the case may be, may exercise this Option at any time (a)
within ______________ [30 days/3 months/1 year] following the Optionee's death
or, if earlier, (b) on or before the Expiration Date of this Option. If the
Optionee was a Director of the Company at the time of death, this Option may be
so exercised to the extent of the number of shares that were Purchasable
hereunder at the date of death. If the Optionee's service as a Director ceased
prior to his or her death, this Option may be exercised only to the extent of
the number of shares covered by this Option which were Purchasable hereunder at
the date of such cessation.
11. Date of Grant. This Option was granted by the Board on the date set
forth in Schedule A (the "Date of Grant").
12. Compliance with Regulatory Matters. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law and the Optionee hereby agrees that the Company shall
not be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate any law or any rule, regulation, order or
consent decree of any regulatory authority (including without limitation the
Securities and Exchange Commission, the Federal Reserve Board and the Office of
the Comptroller of the Currency) having jurisdiction over the affairs of the
Company. The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section 12.
13. Miscellaneous.
(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be governed
by the laws of, the Commonwealth of Virginia.
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated recipient,
or three days after deposit thereof in the United States mail, registered,
return receipt requested and postage prepaid, addressed, if to the Optionee, at
the address set forth below and, if to the Company, to the attention of the
President/CEO of the Company at Tysons National Bank, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(d) Except as otherwise provided in the Plan, this Agreement may not be
modified except in writing executed by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Stock Option Agreement to be executed on behalf of the Company and the
Company's seal to be affixed hereto and attested by the Secretary or an
Assistant Secretary of the Company, and the Optionee has executed this Stock
Option Agreement under seal, all as of the day and year first above written.
TYSONS FINANCIAL CORPORATION OPTIONEE
By: _____________________________ ________________________
Name: Name:
Title: Address:
------------------------
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ATTEST:
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Secretary/Assistant Secretary
[SEAL]
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
TYSONS FINANCIAL CORPORATION
AND
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Dated: ___________
1. Number of Shares Subject to Option: ________________________ Shares.
2. This Option is not an Incentive Stock Option within the meaning of Code
(beta)422.
3. Option Exercise Price: $____________________ per Share.
4. Date of Grant: ___________________
5. Option Vesting Schedule:
Check one:
( ) Options are exercisable with respect to all shares on
or after the date hereof.
( ) Options are exercisable with respect to the number of
shares indicated below on or after the date indicated
next to the number of shares:
No. of Shares Vesting Date
------------- ------------
6. Option Expiration Date:
Check One:
( ) All options expire and are void unless exercised on
or before ______________, 19__.
( ) Options expire and are void unless exercised on or
before the date indicated next to the number of
shares:
No. of Shares Expiration Date
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SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Tysons Financial Corporation
(the "Company") of this election to exercise the undersigned's stock option, in
full or part, to purchase __________________ shares (no less than 100, unless
exercising in full) of the Company's common stock, par value $5 per share (the
"Common Stock"), pursuant to the Stock Option Agreement (the "Agreement")
between the undersigned and the Company dated
------------------------.
Accompanying this Notice is (1) a certified or a cashier's
check in the amount of $____________ payable to the Company, and/or (2)
_______________ shares of the Company's Common Stock presently owned by the
undersigned and duly endorsed or accompanied by stock transfer powers, having an
aggregate Fair Market Value (as defined in the Tysons Financial Corporation 1992
Stock Option Plan) as of the date hereof of $____________________. Such amounts
are equal, in the aggregate, to the purchase price per share set forth in
Schedule A of the Agreement multiplied by the number of shares being purchased
hereby (in each instance subject to appropriate adjustment pursuant to Section 7
of the Agreement).
In the event that the amounts in (1) and (2) above are not
equal, in the aggregate, to the purchase price per share set forth in Schedule A
of the Agreement multiplied by the number of shares being purchased hereby (in
each instance subject to appropriate adjustment pursuant to Section 7 of the
Agreement), I hereby authorize the Company to withhold such number of shares of
the Company's Common Stock otherwise issuable upon this exercise, having an
aggregate Fair Market Value sufficient in amount as of the date hereof to equal
the excess, if any, of such total purchase price over the aggregate amounts in
(1) and (2) above.
IN WITNESS WHEREOF, the undersigned has set his hand and seal,
this ____ day of _______________, 19__.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR, EXECUTOR
OR PERSONAL REPRESENTATIVE]
------------------------------------
Name:
Position (if other than Optionee):
Received by TYSONS FINANCIAL CORPORATION on
___________________________, 199__
By: _________________________________