STOCK OPTION AGREEMENT
----------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
NITTANY FINANCIAL CORP.
1998 STOCK OPTION PLAN
----------------------
FOR OFFICERS AND DIRECTORS
STOCK OPTIONS for a total of ____ shares of common stock ("Common
Stock") of Nittany Financial Corp. (the "Corporation"), which Option is intended
to qualify as an Incentive Stock Option under Section 422 of the Internal
Revenue Code of 1986, as amended, is hereby granted to ___________________ (the
"Optionee") at the price determined as provided in, and in all respects subject
to the terms, definitions and provisions of the Nittany Financial Corp. 1998
Stock Option Plan (the "Plan") adopted by the Corporation which is incorporated
by reference herein, receipt of which is hereby acknowledged.
1. Option Price. The Option price is $_____ for each share of Common
Stock under option, 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, provided the holder of such Option is an employee,
director or director emeritus of the Corporation as of such date, as follows:
(a) Schedule of Rights to Exercise.
--------------------------------------------------------------------------------
Percentage of
Total Shares
Awarded Which
Are Exercisable/
Date Options Non-forfeitable
---- ------- ---------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
As of ________................. ___ 25%
--------------------------------------------------------------------------------
As of ________ ............... ___ 50%
--------------------------------------------------------------------------------
As of ________ ............... ___ 75%
--------------------------------------------------------------------------------
As of ________................ ___ 100%
--------------------------------------------------------------------------------
Options awarded to the Optionee shall continue to vest annually during
such period that he serves as an employee, director or director emeritus of the
Nittany Bank ("Savings Bank") or the Corporation. Notwithstanding any provisions
in this Section 2, in no event shall this Option be exercisable prior to six
months following the date of grant. Options shall be 100% vested and exercisable
upon the death or disability of the Optionee, or upon a change in control of the
Corporation. All Options shall be exercisable for 10 years from the Date of
Grant without regard to continued service as an employee, director, or director
emeritus. Upon termination of service absent death or Disability, all Options
shall become "non-incentive" options if not exercised within three months of
termination of service.
(b) Method of Exercise. This Option shall be exercisable by a written
notice which shall:
(i) 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);
(ii) 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 Corporation's counsel;
(iii) 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 Corporation, of the right of such
person or persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Corporation.
Payment of the purchase price of any shares of Common Stock with
respect to which the Option is being exercised shall be by certified or bank
cashier's or teller's check. 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.
(c) Restrictions on Exercise. This Option may not be exercised
if the issuance of Common Stock 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 Corporation may
require the person exercising this Option to make any representation and
warranty to the Corporation as may be required by any applicable law or
regulation.
2
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
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 Agreement.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Nittany Financial Corp.
Date: ________________ By: _______________________________
Attest:
______________________
[SEAL]
3
INCENTIVE STOCK OPTION EXERCISE FORM
------------------------------------
PURSUANT TO THE
NITTANY FINANCIAL CORP.
1998 STOCK OPTION PLAN
__________________
(Date)
Nittany Financial Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to
purchase ____________shares of Common Stock of Nittany Financial Corp. under and
pursuant to a Stock Option Agreement dated ________________.
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
__________ of Common Stock
$ 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
NITTANY FINANCIAL CORP.
1998 STOCK OPTION PLAN
----------------------
NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of ___ shares of common stock of ("Common
Stock") Nittany Financial Corp. (the "Corporation") is hereby granted to
_______________ (the "Optionee") at the price determined as provided in, and in
all respects subject to the terms, definitions and provisions of the Nittany
Financial Corp. 1998 Stock Option Plan (the "Plan") adopted by the Corporation
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.
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. Exercise of Option. This Option shall be exercisable in accordance with
provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.*
--------------------------------------------------------------------------------
Percentage of Total Shares
Awarded Which Are
Date Number Non-forfeitable
---- ------ ---------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
As of _____________........ ____ 33.33%
--------------------------------------------------------------------------------
As of _____________........ ____ 66.66%
--------------------------------------------------------------------------------
As of _____________........ ____ 100%
--------------------------------------------------------------------------------
Options shall continue to vest annually provided that such holder
remains a director or director emeritus of the Corporation. Notwithstanding any
provisions in this Section 2, in no event shall this Option be exercisable prior
to six months following the date of grant. Options shall be 100% vested and
exercisable upon death or disability of the Optionee, or upon a Change in
Control of the Corporation or Nittany Bank.
(b) Method of Exercise. This Option shall be exercisable by a written
notice which shall:
(i) 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);
(ii) 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 Corporation's counsel;
(iii) 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 Corporation, of the right of such
person or persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Corporation.
Payment of the purchase price of any shares of Common Stock with
respect to which the Option is being exercised shall be by certified or bank
cashier's or teller's check. 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.
(c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the shares of Common Stock 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 Corporation may require the person exercising this Option to make
any representation and warranty to the Corporation as may be required by any
applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
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 Agreement.
2
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Nittany Financial Corp.
Date: ____________________ By: _________________________
Attest:
__________________________
[SEAL]
3
NON-INCENTIVE STOCK OPTION EXERCISE FORM
----------------------------------------
PURSUANT TO THE
NITTANY FINANCIAL CORP.
1998 STOCK OPTION PLAN
____________________
(Date)
Nittany Financial Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase ___________ shares of Common Stock of Nittany Financial Corp. under and
pursuant to a Stock Option Agreement dated _____________.
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
_____________ of Common Stock
$ 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,
__________________________