KENTUCKY NATIONAL BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
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Stock Option Agreement
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FOR NON-INCENTIVE STOCK OPTIONS
STOCK OPTION (the "Option") for a total of ________ shares
of Common Stock, par value $.01 per share, of Kentucky National
Bancorp, Inc. (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
Kentucky National Bancorp, Inc. 2000 Stock Option and Incentive
Plan (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
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Options granted under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
1. Exercise Price. The exercise price per share is $____,
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which equals 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable
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as follows and in accordance with the Plan and the following
provisions:
Percentage of Options
Years of Continuous Service Vested
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Upon Grant 33 1/3%
1 Year 33 1/3%
2 Years 33 1/3 %
Notwithstanding the foregoing, no such stock option shall
become vested on the vesting date if on such date Kentucky
National Bank (the "Bank"): (i) does not meet regulatory capital
requirements, (ii) has a CAMELS rating of 4 or higher, or (iii)
has nonperforming assets in excess of 1% of the total assets of
the Bank. Options that do not vest because of the foregoing
restriction shall again be eligible for vesting on the date that
is one year thereafter.
3. Method of Exercise. This Option shall be exercisable
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by a written 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
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
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Page 2
(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 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 owned for more than six months as to which the
Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
4. Restrictions on exercise. The Option may not be
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exercised if the 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 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.
5. Withholding. The Optionee hereby agrees that the
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exercise of the Option 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.
6. Non-transferability of Option. This Option may not
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be transferred in any manner otherwise than by will or the laws
of descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms of
this agreement, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may
be transferred to the Optionee's spouse, lineal ascendants,
lineal descendants, or to a duly established trust, provided
that such transferee shall be permitted to exercise this Option
subject to the same terms and conditions applicable to the
Optionee.
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7. Term of Option. This Option may not be exercisable
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for more than ten 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.
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Date of Grant KENTUCKY NATIONAL BANCORP, INC.
2000 STOCK OPTION & INCENTIVE
PLAN COMMITTEE
By:
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Authorized Member of the
Committee
Witness:
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NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
KENTUCKY NATIONAL BANCORP, INC.
2000 STOCK OPTION & INCENTIVE PLAN
___________________
Date
Treasurer
Kentucky National Bancorp, Inc.
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Re: Kentucky National Bancorp, Inc. 2000 Stock Option
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and Incentive Plan
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Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ____________ shares, par value $.01, of
Common Stock of Kentucky National Bancorp, Inc. under and
pursuant to a Stock Option Agreement dated _______________,
20__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock owned 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
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$ in the form of _______ shares of Common
------ Stock owned for more than six months,
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,
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