STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
COLUMBIAN BANK, A FEDERAL SAVINGS BANK
1994 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of _________ shares of common
stock, par value $1.00 per share, of Columbian Bank, a Federal
Savings Bank (the "Bank"), which Option is intended to qualify
as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), 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 Columbian Bank, a Federal Savings Bank
1994 Stock Option and Incentive Plan (the "Plan") which was
adopted by the Bank and which is incorporated by reference
herein, receipt of which is hereby acknowledged.
1. Option Price. The option price is $______ for
each share, being 100% 1/ 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
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
------------------------------ ----------------------------
Upon Grant _________%
1 year but less than 2 years _________%
2 years but less than 3 years _________%
3 years but less than 4 years _________%
4 years but less than 5 years _________%
5 years or more _________%
__________
1/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Bank on
the date of grant of this Option.
ISO Agreement
Page 2
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee 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);
(b) contain such representations and agreements as to
the holder's investment intent with respect to such shares
of common stock as may be satisfactory to the Bank'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
Bank, 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 Bank.
Payment of the purchase price of any shares with respect
to which the Option is being exercised shall be by cash, common
stock, or such combination of cash and common stock 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. This Option may not be
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
the Optionee's exercise of this Option, the Bank may require the
person exercising this Option to make any representation and
warranty to the Bank as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
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 Bank for such tax withholding as may be required of the Bank
under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
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Page 3
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
COLUMBIAN BANK, A FEDERAL
SAVINGS BANK 1994 STOCK OPTION
AND INCENTIVE PLAN COMMITTEE
By ___________________________
___________________
Date of Grant Attest: _______________ (Seal)
__________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common
stock of the Bank on the date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
COLUMBIAN BANK, A FEDERAL SAVINGS BANK
1994 STOCK OPTION AND INCENTIVE PLAN
__________________
Date
Treasurer
Columbian Bank, a Federal Savings Bank
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Re: Columbian Bank, a Federal Savings Bank 1994 Stock
Option and Incentive Plan
-------------------------------------------------
Dear Sir:
The undersigned elects to exercise his/her Incentive Stock
Option to purchase ________ shares, par value $1.00 per share,
of common stock of Columbian Bank, a Federal Savings Bank under
and pursuant to a Stock Option Agreement dated ______________,
199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of common stock, 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
======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name _______________________________________________
Address ____________________________________________
Social Security Number _____________________________
Very truly yours,
___________________________
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
COLUMBIAN BANK, A FEDERAL SAVINGS BANK
1994 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of _________ shares of common
stock, par value $1.00 per share, of Columbian Bank, a Federal
Savings Bank (the "Bank") 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 Columbian Bank, a Federal Savings Bank 1994 Stock Option
and Incentive Plan (the "Plan") which has been adopted by the
Bank 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 Internal Revenue
Code of 1986, as amended (the "Code").
1. Option Price. The option price is $__________ for
each share, being _______% 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
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
------------------------------ ----------------------------
Upon Grant _________%
1 year but less than 2 years _________%
2 years but less than 3 years _________%
3 years but less than 4 years _________%
4 years but less than 5 years _________%
5 years or more _________%
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
Non-ISO Agreement
Page 2
(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);
(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 Bank'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
Bank, 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 Bank.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, common
stock, or such combination of cash and common stock 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 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 Bank may require the person
exercising this Option to make any representation and warranty
to the Bank as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
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 Bank for such tax withholding as may be required of the
Bank under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
Non-ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable 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.
COLUMBIAN BANK, A FEDERAL SAVINGS
BANK 1994 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
___________________ By __________________________
Date of Grant
Attest _______________ (Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
COLUMBIAN BANK, A FEDERAL SAVINGS BANK
1994 STOCK OPTION AND INCENTIVE PLAN
_________________
Date
Treasurer
Columbian Bank, a Federal Savings Bank
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▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Columbian Bank, a Federal Savings Bank 1994 Stock
Option and Incentive Plan
-------------------------------------------------
Dear Sir:
The undersigned elects to exercise his/her Non-Incentive
Stock Option to purchase ________ shares, par value $1.00 per
share, of common stock of Columbian Bank, a Federal Savings Bank
under and pursuant to a Stock Option Agreement dated
___________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of common stock, 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
======
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,
___________________________