EXHIBIT 10(j)
INTRUST FINANCIAL CORPORATION
GRANT OF INCENTIVE STOCK OPTION
Date of Grant: , 1995
THIS GRANT OF INCENTIVE STOCK OPTION (the "Agreement"), dated as of the
date of grant first stated above (the "Date of Grant"), is delivered
BY INTRUST FINANCIAL CORPORATION,
a Kansas corporation,
hereinafter referred to as
"Company,"
TO ____________________________,
an individual,
hereinafter referred to as
"Grantee."
WHEREAS, the Board of Directors of Company (the "Board") on , 1995,
adopted, subject to subsequent shareholder approval, the Intrust Financial
Corporation 1995 Incentive Plan (the "Plan");
WHEREAS, Grantee is an employee or officer of Company or one of its
subsidiaries (Grantee's employer is sometimes referred to herein as the
"Employer");
WHEREAS, the Plan provides for the granting of incentive stock options
by a committee to be appointed by the Board (the "Committee") to employees and
officers of Company or any subsidiary of Company to purchase, or to exercise
certain rights with respect to, shares of the common stock, no par value, of
Company (the "Stock"), in accordance with the terms and provisions thereof; and
WHEREAS, the Committee considers Grantee to be a person who is eligible
for a grant of incentive stock options under the Plan, and has determined that
it would be in the best interest of Company to grant the incentive stock options
documented herein.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, Company and Grantee hereby agree as follows:
1. Grant of Option. Subject to the terms and conditions hereinafter set
forth, Company, with the approval and at the direction of the Committee, hereby
grants to Grantee, as of the Date of Grant, an option to purchase up to ( )
shares of Stock at a purchase price per share of one hundred percent (100%) of
the "Fair Market Value" per share on the Date of Grant. Such option is
hereinafter referred to as the "Option" and the shares of common stock
purchasable upon exercise of the Option are hereinafter sometimes referred to as
the "Option Shares." The Option is intended by the parties hereto to be, and
shall be treated as, an incentive stock option (as such term is defined under
Section 422 of the Internal Revenue Code of 1986, as amended [the "Code"]).
2. Vesting of Exercise Rights. Subject to the other terms of this
Agreement, the Option shall become exercisable in five (5) installments, Grantee
having the right hereunder to purchase from Company the following number of
Option Shares upon exercise of the Option, on and after the following dates, in
cumulative fashion:
A) On and after the first (1st) anniversary of the Date of ▇▇▇▇▇, up
to one-fifth (1/5th) (ignoring fractional shares) of the total
number of Option Shares;
B) On and after the second (2nd) anniversary of the Date of ▇▇▇▇▇, up
to an additional one-fifth (1/5th) (ignoring fractional shares) of
the total number of Option Shares;
C) On and after the third (3rd) anniversary of the Date of ▇▇▇▇▇, up
to an additional one-fifth (1/5th) (ignoring fractional shares) of
the total number of Option Shares;
D) On and after the fourth (4th) anniversary of the Date of ▇▇▇▇▇, up
to an additional one-fifth (1/5th) (ignoring fractional shares) of
the total number of Option Shares; and
E) On and after the fifth (5th) anniversary of the Date of ▇▇▇▇▇, the
remaining Option Shares.
3. Termination of Option.
A) The Option and all rights hereunder with respect thereto, to the
extent such rights shall not have been exercised, shall terminate
and become null and void after the expiration of ten (10) years
from the Date of Grant (the "Option Term").
B) Upon the occurrence of ▇▇▇▇▇▇▇'s ceasing for any reason to be
employed by the Employer, the Option, to the extent not previously
exercised, shall terminate and become null and void immediately
upon such termination of Grantee's employment, except in a case
where the termination of ▇▇▇▇▇▇▇'s employment is by reason of
retirement, disability or death. Upon a termination of ▇▇▇▇▇▇▇'s
employment by reason of retirement, disability or death, the Option
may be exercised during the following periods, but only to the
extent that the Option was outstanding and exercisable on any such
date of retirement, disability or death: (i) the one (1) year
period following the date of such termination of Grantee's
employment in the case of a disability (within the meaning of
Section 22(e)(3) of the Code), (ii) the six (6) month period
following the date of issuance of letters testamentary or letters
of administration to the executor or administrator of ▇▇▇▇▇▇▇'s
estate, in the case of ▇▇▇▇▇▇▇'s death during his or her employment
by the Employer, but not later than one (1) year after ▇▇▇▇▇▇▇'s
death, and (iii) the three (3) month period following the date of
such termination in the case of retirement on or after attainment
of age sixty-five (65), or in the case of disability other than as
described in (i) above. In no event, however, shall any such period
extend beyond the Option Term.
C) In the event of the death of ▇▇▇▇▇▇▇, the Option may be exercised
by ▇▇▇▇▇▇▇'s legal representative, but only to the extent that the
Option would otherwise have been exercisable by ▇▇▇▇▇▇▇.
D) A transfer of ▇▇▇▇▇▇▇'s employment between Company and any
subsidiary of Company, or between any subsidiaries of Company,
shall not be deemed to be a termination of Grantee's employment.
E) Notwithstanding anything to the contrary set forth herein or in the
Plan, in the event Grantee shall (i) commit any act of malfeasance
or wrongdoing affecting Company or any subsidiary of Company, (ii)
breach any covenant not to compete, or employment contract, with
Company or any subsidiary of Company, or (iii) engage in conduct
that would warrant Grantee's discharge for cause (excluding general
dissatisfaction with the performance of Grantee's duties, but
including any act of disloyalty or any conduct clearly tending to
bring discredit upon Company or any subsidiary of Company), any
unexercised portion of the Option shall immediately terminate and
be null and void.
F) Notwithstanding anything to the contrary set forth herein or in the
Plan, the effectiveness of the Grant of the Option is subject to
Company timely obtaining shareholder approval of the Plan as
required by the Code. In the event such shareholder approval is not
obtained within twelve (12) months of the Date of ▇▇▇▇▇, then the
Option and all rights hereunder with respect thereto shall
immediately terminate and become null and void.
4. Exercise of Options.
A) Grantee may exercise the Option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving
the Secretary of Company at Company's principal executive office
written notice delivered in person or by mail of ▇▇▇▇▇▇▇'s
intention to exercise. The notice of the exercise shall specify the
number of Option Shares as to which the Option is to be exercised
and the date of exercise thereof, which date shall be at least five
(5) days after the giving of the notice unless an earlier time
shall have been mutually agreed upon.
B) Full payment (in U.S. dollars) by Grantee of the option price for
the Option Shares purchased shall be made on or before the exercise
date specified in the notice of exercise in cash, or, with the
prior written consent of the Committee, in whole or in part through
the surrender of previously acquired shares of Stock at their Fair
Market Value on the exercise date. On the exercise date specified
in ▇▇▇▇▇▇▇'s notice or as soon thereafter as is practicable, a
certificate or certificates for the Option Shares then being
purchased shall be issued to Grantee upon full payment of the
exercise price for such Option Shares. The obligation of Company to
deliver Stock shall, however, be subject to the condition that if
at any time the Committee shall determine in its sole discretion
that the listing, registration or qualification of the Option or
the Option Shares upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or a
connection with, the Option or the issuance or purchase of Stock
thereunder, the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.
C) If Grantee fails to timely pay for any of the Option Shares
specified in the notice or fails to accept delivery thereof,
▇▇▇▇▇▇▇'s right to purchase the Option Shares may be terminated by
Company.
5. Adjustment of Option Shares and Option Price. In the event of any
stock dividend or subdivision of the shares of common stock of Company into a
greater number of shares, the purchase price hereunder shall be proportionately
reduced and the number of shares subject to the Option shall be proportionately
increased; conversely, in the event of any combination of the outstanding shares
of common stock of Company, the purchase price hereunder shall be
proportionately increased and the number of shares of Stock subject to the
Option shall be proportionately reduced.
6. Effect of Change in Control. Notwithstanding anything contained in
this Agreement to the contrary, in the event of a Change in Control (as such
term is defined under the Plan), the Option shall become immediately and fully
exercisable and Grantee will be permitted to surrender for cancellation within
sixty (60) days after such Change in Control, the Option or portion of the
Option to the extent not yet exercised and Grantee will be entitled to receive a
cash payment in an amount equal to the excess, if any, over the aggregate
purchase price for such Shares under the Option, of the Fair Market Value, at
the time of surrender, of the Shares subject to the Option or portion thereof
surrendered.
7. Investment Representation. Upon demand by the Committee, ▇▇▇▇▇▇▇
shall deliver to the Committee, at the time of any exercise of the Option or
portion thereof, a written representation that the Stock to be acquired upon
such exercise is to be acquired for investment and not for resale or with a view
to the distribution thereof. Upon such demand by the Committee, delivery of such
representation prior to the delivery of any certificates representing the Stock
issuable upon exercise of the Option and prior to the expiration of the Option
Term shall be a condition precedent to the right of Grantee to purchase any
shares of Stock.
8. Rights as a Shareholder. Neither Grantee nor any personal
representative shall be, nor shall have any of the rights and privileges of, a
shareholder of Company with respect to any shares of Stock purchasable or
issuable upon the exercise of the Option, in whole or in part, unless and until
(i) the Option shall have been exercised pursuant to the terms thereof, (ii)
Company shall have issued and delivered a certificate evidencing the shares of
Stock to Grantee, and (iii) Grantee's name shall have been entered as a
stockholder of record on the books of Company. Thereupon, Grantee shall
thereafter have full voting, dividend and other ownership rights with respect to
such shares.
9. Non-Transferability of Option. During ▇▇▇▇▇▇▇'s lifetime, the Option
shall be exercisable only by Grantee or any guardian or legal representative of
Grantee, and the Option shall not be transferrable otherwise than by will or the
laws of descent and distribution (but shall be exercisable by ▇▇▇▇▇▇▇'s executor
or administrator pursuant to Paragraph 3(B) hereof) or pursuant to a qualified
domestic relations order as defined by the Code, nor shall the Option be subject
to attachment, execution or other similar process. In the event of (a) any
attempt by Grantee to alienate, assign, pledge, hypothecate or otherwise dispose
of the Option, except as provided for herein, or (b) the levy of any attachment,
execution or similar process upon the rights or interests hereby conferred, then
Company may terminate the Option by notice to Grantee and the Option shall
thereupon become null and void.
10. No Right to Continued Employment. Neither the granting of the Option
nor its exercise shall not be construed as granting to Grantee any right to
continuing employment by Company. Except as may otherwise be limited by a
written agreement between Company and Grantee, the right of Company to terminate
at will Grantee's employment with Company at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by Company, and
acknowledged by Grantee.
11. Disposition of Shares. No share of Stock acquired by the exercise of
the Option shall be transferable, other than by will or by the laws of descent
and distribution, within two (2) years of the Date of Grant or within one (1)
year after the transfer of shares pursuant to exercise of the Option. Each
certificate representing shares of Stock acquired by the exercise of the Option
shall bear a legend to that effect. Grantee hereby further acknowledges that the
transfer of the shares of Stock acquired by the exercise of the Option may be
limited by Rule 144 of the General Rules and Regulations promulgated under the
Securities Act of 1933, as amended.
12. Amendment of Option. The Option may be amended by the Board or the
Committee at any time (a) if the Board or the Committee determines, in their
sole discretion, that amendment is necessary or advisable in light of any
addition to or change in the Code, or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation, which change
occurs after the Date of Grant and by its terms applies to the Option or (b)
other than in the circumstances described in clause (a), with the consent of
Grantee.
13. Fair Market Value. For purposes of this Agreement, the term "Fair
Market Value" of a share of Stock shall mean the Fair Market Value of the Stock
as determined in good faith by the Committee; provided, however, that (a) if the
Stock is admitted to trading on a national securities exchange, Fair Market
Value on any date shall be the last sale price reported for the Stock on such
exchange on such date or, if no sale was reported on such date, on the last date
preceding such date on which a sale was reported (b) if the Stock is admitted to
quotation on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") and has been designated as a National Market System ("NMS")
security, Fair Market Value on any date shall be the last sale price reported
for the Stock on such system on such date or, if no sale was reported on such
date, on the last day preceding such date on which a sale was reported, or (c)
if the Stock is admitted to quotation on NASDAQ and has not been designated a
NMS security or is listed on another comparable quotation system, Fair Market
Value on any date shall be the average of the highest bid and lowest asked
prices of the shares of Stock on such system on such date or, if no sale was
reported on such date, on the last day preceding such date on which a sale was
reported.
14. Incorporation of Plan by Reference. The Option is granted pursuant
to the terms of the Plan, the terms of which are incorporated herein by
reference, and the Option shall in all respects be interpreted in accordance
with the Plan. The Committee shall interpret and construe the Plan and this
Agreement, and its interpretations and determinations shall be conclusive and
binding on the parties hereto and any other person claiming an interest
hereunder, with respect to any issue arising hereunder or thereunder.
IN WITNESS WHEREOF, Company and Grantee have executed this Agreement in
a manner appropriate to each as of the day and year first above written.
INTRUST FINANCIAL CORPORATION
By
Title:
"Company"
ACCEPTED AND AGREED TO:
(Signature)
(Print Name)
"Grantee"