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EXHIBIT 4.3
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STOCK OPTION AGREEMENT
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FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
PINNACLE BANK
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of _____ shares of Common Stock, par value
$.01 per share (the "Common Stock"), of Pinnacle Bancshares, 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 Pinnacle Bank 1996 Stock Option and Incentive Plan (the
"Plan") adopted by the Company 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.
2. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
Years of Service Shares Subject to Option Which May
After Date of Grant of Option Be Exercised
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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 _______________
Over 5 years _______________
(ii) Method of Exercise. This Option shall be exercisable 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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(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 a 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: Securities Registration. 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 Company may
require the Optionee to make any representation and warranty to the Company as
may be required by any applicable law or regulation, including such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirements of federal or state securities
laws.
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 and may be
exercised during the lifetime of the Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
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5. Term of Option. This Option may not be exercisable for more than
__________ 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.
PINNACLE BANCSHARES, INC.
By: _____________________________________
Attest: _________________________________
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Date of Grant
(Seal)
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