NORTH CENTRAL BANCSHARES, INC.
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Name
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_____________________________
Social
Security Number
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Street
Address
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___________________________
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___________________
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______________
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City
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State
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Zip
Code
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This
Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the North Central Bancshares, Inc.
2006 Stock Incentive Plan. Set forth below are the specific terms and conditions
applicable to this Stock Option. Attached as Exhibit A are its general terms
and
conditions.
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Option
Grant
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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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Grant
Date:
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Class
of Optioned Shares*
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Common
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Common
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Common
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Common
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Common
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No.
of Optioned Shares*
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Exercise
Price per Share*
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Option
Type (ISO or NQSO)
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VESTING:
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Earliest
Exercise Date*
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Option
Expiration Date*
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*
Subject
to adjustment as provided in the North Central Bancshares, Inc. 2006 Stock
Incentive Plan and Exhibit A attached hereto.
By
signing where indicated below, North Central Bancshares, Inc. (the “Company”)
grants this Stock Option upon the specified terms and conditions, and the
Recipient acknowledges receipt of this Stock Option Agreement, including Exhibit
A, and agrees to observe and be bound by the terms and conditions set forth
herein.
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NORTH
CENTRAL BANCSHARES, INC.
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RECIPIENT | ||||||||||||
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By:
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Name:
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Name:
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Title:
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INSTRUCTIONS:
This Stock Option Agreement should be completed by or on behalf of the
Compensation Committee. Any blank space intentionally left blank should be
crossed out. An option grant consists of a number of optioned shares with
uniform terms and conditions. Where options are granted on the same date with
varying terms and conditions (for example, varying exercise prices or earliest
exercise dates), the options should be recorded as a series of grants each
with
its own uniform terms and conditions.
EXHIBIT
A
NORTH
CENTRAL BANCSHARES, INC.
2006
STOCK INCENTIVE PLAN
General
Terms and Conditions
Section
1. Option Size and
Type. The number of
shares of Common Stock, par value $.01 per share (“Shares”) that have been
optioned to you is specified in this Stock Option Agreement. If
the “Option Type” shown for your Options is “ISO”, then your Options have been
designed with the intent that they qualify to the maximum permissible extent
for
the special tax benefits applicable to incentive stock options under the
Internal Revenue Code of 1986. If the “Option Type” shown for your
Options is “NQSO” or is blank, incentive stock option tax treatment is not
applicable.
Section
2. Exercise
Price. The Exercise Price
for your Options is the price per Share at which you may acquire the Shares
that
have been optioned to you and is specified in this Stock Option
Agreement. As a general rule, the Exercise Price for your Option will
not change unless there is a stock split, stock dividend, merger or other
major
corporate event that justifies an adjustment under section 9.3 of the
Plan.
Section
3. Vesting.
(a) Earliest
Exercise Date. You may
not exercise your Options until they are vested. The date on which
your Options become vested is specified in this Stock Option Agreement as
the
Earliest Exercise Date. As a general rule, you must be in the service
of the Company on an Earliest Exercise Date in order to be vested in the
Options
that vest on that date. You may acquire the Shares that have been
optioned to you by exercising your Options at any time during the period
beginning on the Earliest Exercise Date and continuing throughout the Exercise
Period. You may exercise vested Options by completing and filing the
Notice of Exercise of Stock Option that is attached to this Stock Option
Agreement as Appendix A and by following the procedures outlined therein
or by
following procedures specified by the Company.
(b) Forfeitures. If
you terminate service with the Company prior to an Earliest Exercise Date,
you
will forfeit any Options that are scheduled to vest on that
date. When you forfeit Options, you relinquish any and all rights
that you have to acquire the Options.
(c) Accelerated
Vesting. All
of your outstanding Options that have not previously vested and that are
scheduled to vest during the six-month period beginning on the date of
your
termination of service due to your death or Disability, will become fully
and
immediately vested on the date of your termination due to your death or
Disability, without any further action on your part. In addition, an
outstanding option that has not been forfeited on the date on which a Change
in
Control occurs shall, on such date, be 100% vested. In
addition, in the event of your termination that is not a Termination for
Cause
or in the event of your resignation with “Good Reason” (as defined below), an
outstanding Option that has not been forfeited will be 100% vested on the
date
your service with your Employer terminates. If
vesting accelerates, the accelerated vesting date will be the applicable
Earliest Exercise Date. You may designate a beneficiary to inherit
your rights to any vested, unexercised Options that are outstanding to
you at
your death using the Beneficiary Designation attached as Appendix
B. You will be considered to have “Good Reason” for a
voluntary resignation if: the effective date of resignation occurs within
ninety
(90) days after any of the following: (a) the failure
of the Board of Directors to appoint or re-appoint or elect or
re-elect you to your position(s) with your Employer; (b) the failure of the
stockholders of your Employer to elect or re-elect you or the failure of
the
Board of Directors (or the nominating committee thereof) to nominate you
for
such election or re-election; (c) a material failure by your Employer,
whether
by amendment of its charter, or by-laws, action of the Board of Directors
or the
Employer’s stockholders or otherwise, to vest you in the functions, duties, or
responsibilities prescribed in an employment or retention agreement; provided
that you shall have given notice of such material adverse effect to your
Employer, and your Employer has not fully cured such failure within thirty
(30) days after such notice is deemed given; (d) any reduction of your
rate of base salary in effect from time to time; provided that you shall
have
given notice of such material adverse effect to your Employer, and your
Employer
has not fully cured such failure within thirty (30) days after such notice
is deemed given; (e) any change in the terms and conditions of any
compensation or benefit program in which you participate which, either
individually or together with other changes, has a material adverse effect
on
the aggregate value of your total compensation package; provided that you
shall
have given notice of such material adverse effect to the your Employer,
and your
Employer has not fully cured such failure within thirty (30) days after
such notice is deemed given; (f) any material breach by your Employer of
any term, condition or covenant contained in an employment or retention
agreement; provided that you shall have given notice of such material breach
to
your Employer, and your Employer has not fully cured such failure within
thirty
(30) days after such notice is deemed given.
(d)
Definition of
Service. For purposes of determining
the vesting of your Options, you will be deemed to be in the service of the
Company for so long as you serve in any capacity as a common-law employee,
non-employee director or consultant of the Company or the Bank.
Section
4. Exercise
Period.
(a) General.
You will have the right to purchase all or any portion of your Option at
any
time during the period (“Exercise Period”) beginning on the applicable Earliest
Exercise Date and ending on the earliest to occur of the following
dates:
(i) the
Option Expiration Date specified in this Stock Option Agreement;
(ii)
the
date and time of your termination of service with the Company due to (A)
a
voluntary resignation that is in anticipation of a Termination for Cause
or (B)
a discharge that is a Termination for Cause;
(iii) the
last day of the
ten-year period commencing on the date on which the Option was
granted.
(b)
ISOs. To
qualify for the favorable tax treatment accorded to incentive stock options,
you
must exercise any Options that are designated as ISOs within three months
after
you terminate service as a common-law employee of the Company and its
subsidiaries for any reason other than death or Disability, within one year
after you terminate service as a common-law employee due to your Disability
or
death. If they are exercised later, they will be subject to tax as if
they were designated as NQSOs.
Section
5. No Right to Continued
Service. Nothing in this
Stock Option Agreement or any action of the Board or Committee with respect
to
this Stock Option Agreement shall be held or construed to confer upon you
any
right to a continuation of service by the Company. You may be
dismissed or otherwise dealt with as though this Stock Option Agreement had
not
been entered into.
Section
6. Taxes. Where
any person is entitled to receive Shares pursuant to the exercise of the
Option
granted hereunder, the Company shall have the right to require such person
to
pay to the Company the amount of any tax which the Company is required to
withhold with respect to such shares, or, in lieu thereof, to retain, or
to sell
without notice, a sufficient number of Shares to cover the amount required
to be
withheld.
Section
7.
Notices. Any
communication required or permitted to be given under the Plan, including
any
notice, direction, designation, comment, instruction, objection or waiver,
shall
be in writing and shall be deemed to have been given at such time as it is
delivered personally or five (5) days after mailing if mailed, postage prepaid,
by registered or certified mail, return receipt requested, addressed to such
party at the address listed below, or at such other address as one such party
may by written notice specify to the other party:
If
to the Company:
North
Central Bancshares, Inc.
c/o
First
Federal Savings Bank of Iowa
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fort
Dodge, Iowa 50501
Attention: Corporate
Secretary
If
to the Recipient, to the Recipient's
address as shown in the Company's records.
Section
8. Restrictions on
Transfer. The Options
granted hereunder shall not be transferable by the Recipient other than by
will
or by the laws of descent and distribution, to a Family Member or as
otherwise permitted by the Plan.
Section
9. Successors and
Assigns. This Stock
Option Agreement shall inure to the benefit of and shall be binding upon
the
Company and you and the Company’s and your respective heirs, successors and
assigns.
Section
10. Construction of
Language. Whenever
appropriate in the Stock Option Agreement, words used in the singular may
be read in the plural, words used in the plural may be read in the singular,
and
words importing the masculine gender may be read as referring equally to
the feminine or the neuter. “You” means the Stock Option Recipient
named on the Stock Option Agreement. Any reference to a section shall be
a
reference to a section of this Stock Option Agreement, unless the context
clearly indicates otherwise. Capitalized terms not specifically
defined herein shall have the meanings assigned to them under the Plan, as
amended from time to time.
Section
11. Governing
Law. This Stock Option
Agreement shall be construed, administered and enforced according to the
laws of the State of Iowa without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by
the
federal law. The federal and state courts located in Des Moines, Iowa
shall have exclusive jurisdiction over any claim, action, complaint or lawsuit
brought under the terms of this Stock Option Agreement. By accepting
this Stock Option Agreement, you agree to submit yourself, and any such legal
action as you shall bring under the Plan, to the sole jurisdiction of such
courts for the adjudication and resolution of any such disputes.
Section
12. Amendment. This
Stock Option Agreement may be amended, in whole or in part and in any manner
not
inconsistent with the provisions of the Plan, at any time and from time to
time,
by written agreement between the Company and you.
Section
13. Plan Provisions
Control. This Stock
Option Agreement and the rights and obligations created hereunder shall be
subject to all of the terms and conditions of the Plan. In the event
of any conflict between the provisions of the Plan and the provisions of
this Stock Option Agreement, the terms of the Plan, which are incorporated
herein by reference, shall control. By signing this Stock Option
Agreement, you acknowledge receipt of a copy of the Plan. You
acknowledge that you may not and will not rely on any statement of account
or
other communication or document issued in connection with the Plan other
than
the Plan, this Stock Option Agreement, and any document signed by an authorized
representative of the Company that is designated as an amendment of the Plan
or
this Stock Option Agreement.
APPENDIX
A TO STOCK OPTION AGREEMENT
NORTH
CENTRAL BANCSHARES, INC.
2006
STOCK INCENTIVE PLAN
Notice
of Exercise of Stock
Option
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Use
this Notice to inform North
Central Bancshares, Inc. that you are exercising your right to
purchase
shares of common stock (“Shares”) of North Central Bancshares, Inc.
pursuant to an option (“Option”) granted under the North Central
Bancshares, Inc. 2006 Stock Incentive Plan (“Plan”). If you are
not the person to whom the Option was granted (“Option Recipient”), you
must attach to this Notice proof of your right to exercise the
Option
granted under the Stock Option Agreement. This Notice should be
personally delivered or mailed by certified mail, return receipt
requested
to: North Central Bancshares, Inc., c/o First Federal Savings
Bank of
Iowa, Fort Dodge, Iowa 50501 Attention: Corporate
Secretary. The effective date of the exercise of the Option
shall be the earliest date practicable following the date this
Notice is
received by North Central Bancshares, Inc. but in no event more
than three
days after such date (“Effective Date”). Except as
specifically provided to the contrary herein, capitalized terms
shall have the meanings assigned to them under the Plan, as amended
from time to time.
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OPTION
INFORMATION Identify
below the Option
that you are exercising by providing the following information
from the
Stock Option Agreement.
Name
of Option
Recipient:__________________________________________________________
Option
Grant
Date:________________,
__________ Exercise
Price per
share: $_________.____
(Month
and
Day) (Year)
EXERCISE
PRICE Compute
the Exercise Price
below and select a method of payment.
Total
Exercise
Price________________ x $__________.______ = $___________________________
(No.
of
Shares) (Exercise
Price) Total
Exercise Price
Method
of Payment
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o
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I
enclose a certified check, money order, or bank draft payable to the
order of North
Central Bancshares, Inc. in the amount of
$
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o
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I
enclose Shares duly endorsed for transfer to North Central Bancshares,
Inc. with all stamps
attached and having a fair market value
of $
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¨
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Return
a number of shares from any Option exercised with an aggregate
built-in
gross [defined as
$ fair
Market Value on the date of exercise ____the Exercise Price equal
to
Total
Exercise
Price $
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ISSUANCE
OF CERTIFICATES
I
hereby direct that the stock
certificates representing the Shares purchased pursuant to the
above
instructions be issued to the following person(s) in the amount
specified below:
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Name
and Address
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Social
Security No.
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No.
of Shares
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- -
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- -
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WITHHOLDING
ELECTIONS For
Employee Option Recipients with Non-Qualified Stock Options
only. Beneficiaries should not complete.
I
understand that I am responsible for the amount of federal, state
and
local taxes required to be withheld with respect to the Shares
to be
issued to me pursuant to this Notice, but that I may request
North Central
Bancshares, Inc. to retain or sell a sufficient number of such
Shares to
cover the amount to be withheld. I hereby request that any
taxes required to be withheld be paid in the following manner
[check
one]:
¨
With a
certified or
bank check that I will deliver to North Central Bancshares, Inc.
on the
day after the Effective Date of my Option exercise.
¨ With
the proceeds from a sale of
Shares that would otherwise be distributed to me.
¨ By
retaining Shares that would otherwise be distributed to me.
I
understand that the withholding elections I have made on this
form are not
binding on the Compensation Committee, and that the Compensation
Committee
will decide the amount to be withheld and the method of withholding
and
advise me of its decision prior to the Effective Date. I
further understand that the Compensation Committee may request
additional
information or assurances regarding the manner and time at which
I will
report the income attributable to the distribution to be made
to
me. I further understand that if I have elected to have Shares
sold to satisfy tax withholding, I may be asked to pay a minimal
amount of
such taxes in cash in order to avoid the sale of more Shares
than are
necessary.
COMPLIANCE
WITH TAX AND SECURITIES
LAWS
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S
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G
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H
E
R
E
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I
understand that I must rely on, and consult with, my own tax
and legal
counsel (and not North Central Bancshares, Inc.) regarding the
application
of all laws -- particularly tax and securities laws -- to the
transactions
to be effected pursuant to my Option and this Notice. I
understand that I will be responsible for paying any federal,
state and
local taxes that may become due upon the sale (including a sale
pursuant
to a “cashless exercise”) or other disposition of Shares issued pursuant
to this Notice and that I must consult with my own tax advisor
regarding
how and when such income will be reportable.
____________________________________________________________________________________
Signature Date
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Internal
Use
Only
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Received [check
one]: G By
Hand G By
Mail Post Marked
____________________
Date
of Post Mark
_____________________________________________ ______________________________
Authorized
Signature Date
of
Receipt
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APPENDIX
B TO STOCK OPTION AGREEMENT
NORTH
CENTRAL BANCSHARES, INC.
2006
STOCK INCENTIVE PLAN
Beneficiary
Designation Form
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GENERAL
INFORMATION
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Use
this form to designate the Beneficiary(ies) who will receive
vested stock
options outstanding to you at the time of your
death.
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Name
of Person
Making
Designation
_______________________________
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Social
Security Number _______C_____C_______
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BENEFICIARY
DESIGNATION
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Complete
sections A and B. If no percentage shares are specified, each
Beneficiary
in the same class (primary or contingent) shall have an equal
share. If any designated Beneficiary predeceases you, the
shares of each remaining Beneficiary in the same class (primary
or
contingent) shall be increased proportionately.
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A. PRIMARY
BENEFICIARY(IES). I hereby designate the following
person(s) as my primary Beneficiary(ies), reserving the right
to change or
revoke this designation at any time prior to my
death:
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Name
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Address
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Relationship
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Birth
Date
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Share
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%
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%
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%
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Total = 100%
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B. CONTINGENT
BENEFICIARY(IES). I hereby designate the following
person(s) as my contingent Beneficiary(ies) to receive benefits
only if
all of my primary Beneficiaries should predecease me, reserving
the right
to change or revoke this designation at any time prior to my
death with
respect to all outstanding Stock Options:
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Name
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Address
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Relationship
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Birth
Date
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Share
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%
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%
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%
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Total = 100%
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S
I
G
N
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H
E
R
E
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I
understand that this Beneficiary Designation shall be effective
only if
properly completed and received by the Corporate Secretary of
North
Central Bancshares, Inc. prior to my death. I also understand
that an effective Beneficiary Designation revokes my prior designation(s)
with respect to all outstanding Stock Options under the 2006
Stock
Incentive Plan or any prior or subsequent stock option plan,
prepaid by
assignment of North Central Bancshares, Inc.
_____________________________________
_______________________
Your
Signature Date
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Internal
Use Only
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This
Beneficiary Designation was received by the Corporate Secretary
of North
Central Bancshares, Inc. on the date indicated.
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Comments
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By
Authorized
Signature
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Date
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