STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS
PURSUANT TO THE
HCB BANCSHARES, INC. 1998 STOCK OPTION PLAN
STOCK OPTION for a total of _________ shares of Common
Stock, par value $.01 per share, of HCB Bancshares, Inc. (the
"Company"), 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 HCB Bancshares, Inc. 1998
Stock Option Plan (the "Plan") which was adopted by the Company
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%*/ of the fair market value, as
determined by the Committee, of the Common Stock on the date of
grant of this Option.
2. Exercises 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 25%
1 year but less than 2 years 25%
2 years but less than 3 years 25%
3 years or more 25%
_____________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
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 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, or such combination of cash and Common Stock as the
Optionee elects. In addition, the Optionee may elect to pay for
all or part of the exercise price of the shares by having the
Company withhold a number of shares having a fair market value
equal to the exercise price. 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 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 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 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.
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 stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
HCB BANCSHARES, INC.
1998 STOCK OPTION 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 Company on the date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
HCB BANCSHARES, INC. 1998 STOCK OPTION PLAN
____________
Date
Treasurer
HCB Bancshares, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: HCB Bancshares, Inc. 1998 Stock Option Plan
-------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase ________ shares, par value $.01, of Common
Stock of HCB Bancshares, Inc. 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
$_____ in the form of _______ shares of Common
Stock, valued at $____ per share
$_____ in the form of the Company's withholding of
______ shares of Common Stock, valued at
$____ per share, that are subject to this
Option
$ 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,
__________________________