EXHIBIT 99.2
INCENTIVE STOCK OPTION
(NON-TRANSFERABLE)
VALLEY BANCORP
For value received, Valley Bancorp, a Nevada corporation (the "Company") hereby
grants to _____________________ (the "Holder"), subject to the terms and
conditions hereinafter set forth, an option ("Option") to purchase ________
shares of the common stock of the Company (the "Shares"). This Option is granted
pursuant to the Company's Amended and Restated Employee Incentive Stock Plan,
the terms and conditions of which are incorporated by this reference.
1. TERM AND EXERCISE
1.1 Term. This Option shall have a term of ten (10) years after the date
of grant, which is __________, _____ (the "Grant Date").
1.2 Vesting Schedule. This Option will be 100% vested at the end of five
(5) years based on the following vesting schedule: 20% will vest on
each of the first, second, third, fourth and fifth anniversaries of
the Grant Date.
1.3 Exercise. The Holder shall exercise this Option, if at all, by
tendering a notice in writing at the offices of the Company at the
address set forth below or such other address as the Company may
from time to time specify in writing, setting forth the number of
shares to be purchased, together with a certified check in favor of
the Company in an amount equal to the full purchase price of the
number of Shares so specified.
1.4 Issuance of Shares. Within ten (10) business days following the
exercise of this Option by the Holder as provided in Section 1.3,
the Company shall cause to be issued in the name of and delivered to
the Holder a certificate or certificates for the Shares. The Company
covenants and agrees at all times to reserve and hold available a
number of shares of the authorized but unissued common stock of the
Company which is equal to or greater than the number of shares of
common stock issuable upon the exercise of this Option.
2. OPTION PRICE. The option price at which the Shares may be purchased upon
the exercise of this Option (the "Option Price") shall be $____ per share
3. NON-TRANSFERABILITY. The Holder will not pledge, hypothecate, sell or
otherwise transfer or encumber this Option.
4. NOTICES. Any notice, offer, acceptance, demand, request, consent or other
communication required or permitted under this Option must be in writing
and will be deemed to have been duly given or made either (1) when
delivered personally to the party to whom it is directed (or any officer
or agent of such party), or (2) three days after being deposited in the
United States; mail, certified or registered, postage prepaid, return
receipt requested and properly addressed to the party to whom it is
directed. A communication will be deemed to be properly addressed of sent
to a party at the address provided below:
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If to the Company:
Valley Bancorp
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Attention: _________________
with a copy to:
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▇▇▇▇▇▇ & ▇▇▇▇, P.C.
Pier 70
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If to the Holder:
____________________
____________________
____________________
5. GOVERNING LAW. This Option will be governed by and construed and enforced
in accordance with the laws of the State of Nevada.
6. SUCCESSORS AND ASSIGNS. All of the provisions of this Option will bind the
Company, its successors and assigns, the Holder, and the Holder's heirs,
personal representatives and guardians.
IN WITNESS OF THE PARTIES' AGREEMENT, the Company has caused this Option to be
executed in its corporate name by its duly appointed and authorized officer, as
of this ____ day of ________, _____.
VALLEY BANCORP
By:
Title:
ATTEST:
___________________________________________
By:________________________________________
Title:_____________________________________
ACCEPTED:
___________________________________________
[insert name]
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