EXHIBIT 10.2
NO. 00-_____
EUROBANCSHARES, INC.
INCENTIVE STOCK OPTION AWARD AGREEMENT
PART I
OPTIONEE: _____________________________________________________________
GRANT DATE: ___________________________________________________________
AGGREGATE NUMBER OF OPTION SHARES: ____________________________________
EXERCISE PRICE PER SHARE: __________________
VESTING SCHEDULE: __________________________ ___% per year (______ Shares)
commencing one year from the
Grant Date
Part II of this Agreement is attached hereto and incorporated herein for all
purposes.
EXECUTED to be effective as of the Grant Date set forth above.
EUROBANCSHARES, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
OPTIONEE
____________________________________
Address:
____________________________________
____________________________________
PART I-Page 1
PART II
This INCENTIVE STOCK OPTION AWARD AGREEMENT (this "AGREEMENT") is made and
entered into by and between the EUROBANCSHARES, INC., a corporation organized
under the laws of the Commonwealth of Puerto Rico (the "COMPANY"), and the
OPTIONEE named on Part I (the "OPTIONEE"), as of the date set forth on Part I
(the "GRANT DATE").
RECITALS:
The Company has adopted the EuroBancshares, Inc. Stock Option Plan dated
May ___, 2002 (the "PLAN") to provide an incentive for key employees of the
Company to remain in the service of the Company, to extend to them the
opportunity to acquire a proprietary interest in the Company so that they will
apply their best efforts for the benefit of the Company, and to aid the Company
in attracting able persons to enter the service of the Company; and
The Board of Directors of the Company (or the Committee of the Company, if
one has been authorized to administer the Plan by the Company's Board of
Directors (the "COMMITTEE")), believes that the granting of the stock options
herein described to the Optionee is consistent with the purposes for which the
Plan was adopted.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth in this Agreement and for other good and valuable consideration, the
Company and the Optionee agree as follows:
1. Grant of the Option. The Company hereby grants to the Optionee the
right and option (the "OPTION") to purchase the aggregate number of shares set
forth in Part I (such number being subject to adjustment as provided herein) of
common stock, $0.01 par value per share, of the Company (the "SHARES") on the
terms and conditions set forth in this Agreement. The Option awarded under this
Agreement may be exercised in whole or in part and from time to time, subject to
the terms and conditions of this Agreement and of the Plan. The Option granted
under this Agreement is intended to qualify as an "incentive stock option" under
Section 1046 of the Code and shall be so construed.
2. Exercise Price. The price at which the Optionee shall be entitled to
purchase the Shares covered by the Option shall be the price per Share set forth
in Part I subject to adjustment as provided in Paragraph 9 of this Agreement
(the "EXERCISE PRICE").
3. Vesting and Term of the Option.
(a) General. The right to exercise the Option shall vest in the
hands of the Optionee in accordance with the provisions of Part I. Shares which
have vested shall be referred to as "VESTED SHARES." Shares which have not
vested shall be referred to as "NONVESTED SHARES." The respective numbers of
Vested and Nonvested Shares shall adjust proportionately in accordance with any
adjustments to the number of Shares pursuant to Paragraph 9 of this
PART II - Page 1
Agreement. In addition, Shares may become Vested Shares in accordance with
Paragraph 7 of this Agreement or Paragraphs 6.4 and 6.6 of the Plan. In general,
Nonvested Shares may become Vested Shares in accordance with the vesting
schedule but only if the Optionee has been continuously employed as a full-time
employee of the Company from the Grant Date to and including the last date of
the month with respect to which such Shares may vest pursuant to Part I.
(b) Exercisable for Vested Shares Only. Subject to the relevant
provisions and limitations contained herein, the Optionee may exercise the
Option to purchase some or all of whole Vested Shares. In no event shall the
Optionee be entitled to exercise the Option with respect to Nonvested Shares or
a fraction of a Vested Share.
(c) Expiration. Notwithstanding any other provision contained
herein to the contrary, the unexercised portion of the Option, if any, will
automatically and without notice terminate upon the earlier of: (i) ten (10)
years following the Grant Date (provided, however, that any portion of the
Option which shall not become exercisable until the tenth anniversary of the
Grant Date may be exercisable for a period of thirty (30) days preceding the
tenth anniversary of the Grant Date); or (ii) the date determined pursuant to
Paragraph 7 of this Agreement. The Option will cease to be exercisable with
respect to a Share when the Optionee purchases the Share.
(d) Change in Control. Upon a Change in Control (as defined in the
Plan), all remaining Nonvested Shares shall become Vested Shares and shall
become subject to the provisions of Paragraph 6.6 of the Plan.
4. Method of Exercising Option. The Optionee may exercise the Option at
any time prior to the termination of the Option with respect to all or any part
of the Vested Shares. Subject to the terms and conditions of this Agreement, the
Option may be exercised by timely delivery to the Company of a written notice in
the form attached hereto as Exhibit A (the "EXERCISE NOTICE"), which Exercise
Notice shall be effective, subject to the requirements of this Agreement and of
the Plan, on the date received by the Company. The Exercise Notice shall state
the Optionee's election to exercise the Option, the number of Vested Shares in
respect of which an election to exercise has been made, the method of payment
elected (see Paragraph 5), the exact name or names in which the Vested Shares
then being purchased will be registered and the social security number of the
Optionee. The Exercise Notice must be signed by the Optionee and must be
accompanied by payment of the aggregate Exercise Price of the Vested Shares then
being purchased, determined in accordance with Paragraph 2 of this Agreement. If
the Option must be exercised by a person or persons other than the Optionee
pursuant to Paragraph 7, the Exercise Notice must be signed by such other person
or persons and must be accompanied by proof acceptable to the Company of the
legal right of such person or persons to exercise the Option. If the Option is
exercised by a person other than the Optionee, the Vested Shares issued upon
such exercise shall be subject to the limitations applicable to such Vested
Shares in the hands of the Optionee. All Vested Shares delivered by the Company
upon exercise of the Option as provided in this Agreement shall be fully paid
and nonassessable upon delivery. Unless the Vested Shares issued upon the
exercise of the Option are then the subject of a registration statement
effective under the Securities Act (and, if required, there is available for
delivery a
PART II - Page 2
prospectus meeting the requirements of Section 10(a)(3) of the Securities Act),
the delivery of the Exercise Notice shall be deemed to be the making by the
person delivering such Exercise Notice of the representations, acknowledgments
and agreements which would be contained in the Investment Letter referred to in
Paragraph 10.
5. Method of Payment for Options. Unless otherwise permitted by the
Board of Directors or the Committee in accordance with the Plan, the full
Exercise Price for the Vested Shares purchased upon the exercise of the Option
(i.e., the number of Vested Shares being purchased multiplied by the Exercise
Price per Share) must be made in cash or cash equivalent funds. The Company will
accept payment by cashier's check or by personal check, provided that if such
personal check is returned for insufficient funds, payment for the Shares and
for any applicable taxes required to be withheld shall be deemed not to have
occurred. In addition, the Option shall not be deemed to be exercised until the
Optionee has provided payment for any withholding taxes which may be due with
respect to such exercise.
6. Delivery of Shares. No Shares shall be delivered to the Optionee
upon exercise of the Option until: (i) the Exercise Price for such Shares being
purchased is paid in full in the manner provided in this Agreement and required
under applicable law; (ii) all the applicable taxes required to be withheld have
been paid or withheld in full; (iii) approval of any governmental authority
(together with the expiration of any mandatory waiting periods) required in
connection with the Option, or the issuance of Shares pursuant to this Agreement
has been received by the Company; and (iv) if required by the Committee, the
Optionee has delivered to the Committee an Investment Letter in form and content
satisfactory to the Company as provided in Paragraph 10 of this Agreement.
7. Termination of Employment. If the Optionee's employment relationship
with the Company is terminated for any reason other than: (a) the Optionee's
death; (b) the Optionee's Disability (as defined in Paragraph 1.13 of the Plan),
or (c) Cause (as defined in Paragraph 1.08 of the Plan), then any and all
Options held pursuant to this Agreement as of the date of the termination that
are not yet exercisable shall become null and void as of the date of such
termination; provided, however, that the portion, if any, of such Options that
are exercisable as of the date of termination shall be exercisable for a period
of the lesser of: (a) the remainder of the term of the Option; or (b) the date
that is ninety (90) days after the date of termination. Any portion of an Option
not exercised upon the expiration of the lesser of the periods specified above
shall be null and void unless the Optionee dies during such period, in which
case the provisions of Paragraph 7(a) below shall govern.
(a) Death. Upon the death of the Optionee, any and all Options
held by the Optionee pursuant to this Agreement that are not yet exercisable as
of the date of the Optionee's death shall become exercisable as provided below
as of the date of death; provided, however, that the Options held by the
Optionee as of the date of death shall be exercisable by that Optionee's legal
representatives, heirs, legatees, or distributees (including, without
limitation, trusts established by the Optionee) for a period of twelve (12)
months following the date of the Optionee's death. Any portion of an Option not
exercised upon the expiration of such period shall be null and void. Except as
expressly provided in this paragraph, no Option held by an Optionee shall be
exercisable after the death of that Optionee.
PART II - Page 3
(b) Disability. If the Optionee's employment relationship is
terminated by reason of the Optionee's Disability, then the portion, if any, of
any and all Options held by the Optionee that are not yet exercisable as of the
date of that termination for Disability shall become exercisable as provided
below as of the date of termination; provided, however, that the Options held by
the Optionee as of the date of that termination shall be exercisable by the
Optionee, his guardian or his legal representative for a period of twelve (12)
months following the date of such termination. Any portion of an Option not
exercised upon the expiration of such period shall be null and void unless the
Optionee dies during such period, in which event the provisions of Paragraph
7(a) shall govern.
(c) Cause. In the event an Optionee is terminated or removed by
the Company for Cause, the Option granted hereunder shall terminate immediately
and any unexpired Options shall be forfeited.
8. Nontransferability. The Option granted by this Agreement shall be
exercisable only during the period specified in Paragraph 3 and, except as
provided in Paragraph 7, only by the Optionee during his or her lifetime and
while an employee of the Company. No Option granted by this Agreement is
transferable by the Optionee other than by testament or pursuant to applicable
laws of descent and distribution. The Option, and any rights and privileges in
connection therewith, cannot be transferred, assigned, pledged or hypothecated
by the Optionee, or by any other person or persons, in any way, whether by
operation of law, or otherwise, and may not be subject to execution, attachment,
garnishment or similar process. In the event of any such occurrence, this
Agreement and the Options granted hereunder will automatically terminate and
will thereafter be null and void.
9. Adjustments. If there is any change in the capital structure of the
Company through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, combination of shares or similar event ("RESTRUCTURING")
or by reason of a spin-off of a part of the Company into a separate entity, or
due to an acquisition by the Company of a separate entity, the rights of the
Optionee shall be adjusted as provided in Paragraph 6.6 of the Plan. Nothing in
this Agreement or in the Plan shall affect in any way the right or power of the
Company to make or authorize any Restructuring.
10. Securities Act. The Company will not be required to deliver any
Shares pursuant to the exercise of all or any part of the Option if, in the
opinion of counsel for the Company, such issuance would violate the Securities
Act or any other applicable federal or state securities laws or regulations. The
Committee may require that the Optionee, prior to the issuance of any such
Shares pursuant to exercise of the Option, sign and deliver to the Company a
written statement (an "INVESTMENT LETTER") stating that: (a) the Optionee is
purchasing the Shares for his own account and not with a view to, or for sale in
connection with, any distribution thereof, he has no present or contemplated
agreement, undertaking, arrangement, obligation, indebtedness or commitment
providing for the disposition thereof and he does not currently have any reason
to anticipate a change in the foregoing; (b) the Optionee understands that the
Shares have not been registered under the Securities Act or any applicable state
securities laws or regulations and, therefore, cannot be offered or resold
unless the Shares are so registered or an applicable
PART II - Page 4
exemption from registration is available; and (c) the Optionee agrees that the
certificates representing the Shares may bear a legend to the effect set forth
in clause (b) above. The Investment Letter must be in form and substance
acceptable to the Committee in its sole discretion.
11. Notice. All notices required or permitted under this Agreement,
including an Exercise Notice, must be in writing and personally delivered or
sent by mail and shall be deemed to be delivered on the date on which actually
received by the Company properly addressed to the person who is to receive it.
An Exercise Notice shall be effective when actually received by the Company, in
writing and in conformance with this Agreement and the Plan. Until changed in
accordance herewith, the Company and the Optionee specify their respective
addresses as set forth below:
Company: EuroBancshares, Inc.
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Attention: President
Optionee: As indicated on Part I hereto.
12. Information Confidential. As partial consideration for the granting
of this Option, the Optionee agrees that he will keep confidential all
information and knowledge that he or she has relating to the manner and amount
of his participation in the Plan; provided, however, that such information may
be disclosed as required by law and may be given in confidence to the Optionee's
spouse, tax and financial advisors, or a financial institution to the extent
that such information is necessary to obtain a loan.
13. Definitions; Copy of Plan. To the extent not specifically provided
in this Agreement or otherwise required by context, all capitalized terms used
in this Agreement but not defined herein shall have the same meanings ascribed
to them in the Plan. By the execution of this Agreement, the Optionee
acknowledges that he has received and reviewed a copy of the Plan.
14. Administration. This Agreement is subject to the terms and
conditions of the Plan. The Plan will be administered by the Board of Directors
and by the Committee in accordance with its terms. The Committee has sole and
complete discretion with respect to all matters reserved to it by the Board of
Directors of the Company and by the Plan, and decisions of the Board of
Directors and of the Committee with respect to the Plan and this Agreement shall
be final and binding upon the Optionee. If a conflict between the terms and
conditions of this Agreement and the Plan exists, the provisions of the Plan
shall control.
15. Arbitration. Any legal or equitable claims or disputes arising out
of or in connection with the Plan and this Agreement (other than a suit for
injunctive relief) will be resolved exclusively by binding arbitration.
PART II - Page 5
The arbitration proceedings shall be conducted in Hato Rey, Puerto Rico in
accordance with the Employment Dispute Resolution Rules ("EDR RULES") of the
American Arbitration Association ("AAA") in effect at the time a demand for
arbitration is made. Optionee is entitled to representation by an attorney
throughout the proceedings at his own expense; however, the Company agrees not
to use an attorney in the arbitration hearing if the Optionee agrees to the
same.
One arbitrator shall be used and shall be chosen by mutual agreement of
the parties. If, within 30 days after the Optionee notifies the Company of an
arbitrable dispute, no arbitrator has been chosen, an arbitrator shall be chosen
from a list or lists of proposed arbitrators submitted by the AAA pursuant to
its EDR Rules, except that (i) the number of preemptory strikes shall not be
limited, and (ii) if the parties fail to select an arbitrator from one or more
lists, AAA shall not have the power to appoint the arbitrator but shall continue
to submit lists until the arbitrator has been selected. The arbitrator shall
coordinate, and limit as appropriate, all pre-arbitral discovery, which shall
include document production, information requests, and depositions. The
arbitrator shall issue a written decision and award stating the reasons
therefor. The decision and award shall be final and binding on both parties,
their heirs, executors, administrators, successors, and assigns. The costs and
expenses of the arbitration shall be borne evenly by the parties.
16. Continuation of Employment. This Agreement shall not be construed to
confer upon the Optionee any right to continue in the employ of the Company and
shall not limit the right of the Company, in their sole discretion, to terminate
the employment of the Optionee at any time, with or without cause.
17. No Obligation to Exercise. The Optionee shall have no obligation to
exercise any Option granted by this Agreement.
18. Governing Law; Construction. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF PUERTO RICO WITHOUT REGARD TO CHOICE OF LAW AND
CONFLICTS OF LAW PRINCIPLES. Titles and headings are for case of reference only
and shall not be considered in construing this Agreement. Pronouns shall be
deemed to include the masculine, feminine, neuter, singular and plural as the
context may require. References to paragraphs and exhibits are to Paragraphs and
Exhibits of this Agreement unless otherwise indicated. All such Exhibits are
incorporated in this Agreement by reference and are a part hereof.
19. Amendments. This Agreement may be amended only by a written
agreement executed by the Company and the Optionee.
20. Proprietary Information. In consideration of the Company's grant of
this Option and the Company's agreement to provide Optionee with confidential
information of the Company, Optionee agrees to keep confidential and not to use
or to disclose to others at any time during the term of this Agreement or after
its termination, except as expressly consented to in writing by the Company or
required by law, any secrets or confidential technology or proprietary
information of the Company, including, without limitation, any customer list,
marketing plans or materials, or other trade secrets of the Company, or any
matter or thing ascertained by Optionee through Optionee's affiliation with the
Company, the use or disclosure of which matter or thing
PART II - Page 6
might reasonably be construed to be contrary to the best interests of the
Company or to give any other party a competitive advantage to the Company.
Optionee further agrees that should Optionee leave the employment of the
Company, Optionee will neither take nor retain, without prior written
authorization from the Company, any documents pertaining to the Company (other
than paycheck stubs, benefit information, offer letters, or other materials
pertaining to his salary or benefits with the Company). Without limiting the
generality of the foregoing, Optionee agrees that he will not retain, use or
disclose any papers, customer lists, marketing materials or information, books,
records, files, or other documents, copies thereof, or notes or other materials
derived therefrom, or other confidential information of any kind belonging to
the Company pertaining to the Company's business, sales, financial condition, or
products. Without limiting other possible remedies to the Company for the breach
of this covenant, Optionee agrees that injunctive or other equitable relief
shall be available to enforce this covenant, such relief to be without the
necessity of posting a bond, cash, or otherwise. Optionee further agrees that if
any restriction contained in this paragraph is held by any court to be
unenforceable or unreasonable, a lesser restriction shall be enforced in its
place and remaining restrictions contained herein shall be enforced
independently of each other. Optionee's obligations under this Paragraph apply
to all confidential information of the Company.
21. Right to Repurchase. The receipt by Optionee of Shares upon his
exercise of Options shall be subject to the following terms and conditions:
(a) Restriction on Transfer. Optionee shall not sell, exchange,
transfer, assign, encumber, or otherwise dispose of any of the Shares to any
person, corporation, partnership, joint venture, trust or other entity without
the prior written consent of the Board of Directors of the Company. Any
transferee shall take the Shares subject to the terms and provisions of this
Paragraph 21, and shall, as a condition to the transfer of the Shares, sign a
Joinder Agreement attached as Exhibit B agreeing to be bound by the provisions
of this Paragraph 21.
(b) Grant of Repurchase Right. The Company (or its assigns) is
hereby granted the right (the "REPURCHASE RIGHT"), exercisable upon the death,
total physical or mental disability of Optionee, or upon the termination of
Optionee's employment with the Company, to repurchase at the Purchase Price (as
hereinafter defined) all or any portion of the Shares.
(i) Exercise of Repurchase Right. The Repurchase Right shall
be exercisable by written notice delivered by the Company (or its assigns) to
the Owner (as defined in Paragraph 21(c)) prior to the expiration of the sixty
(60) day period commencing on the death, total physical or mental disability of
Optionee or the termination of Optionee's employment with the Company, provided,
however, in the event that Optionee has not exercised any Options granted
hereunder prior to the death, Disability of Optionee or the termination of
Optionee's employment with the Company, then the Repurchase Right shall be
exercisable by written notice delivered by the Company (or its assigns) to the
Owner (as defined in Paragraph 21(c)) prior to the expiration of the sixty (60)
day period commencing on the date such options are exercised pursuant to Section
7 of this Agreement. The notice shall indicate the number of Shares to be
repurchased and the date on which the repurchase is to be effected, such date to
be not more than thirty (30) days after the receipt of any and all necessary
approvals from any governmental
PART II - Page 7
authority (together with the expiration of any mandatory waiting periods)
required in connection with the exercise of the Repurchase Right by the Company.
To the extent one or more certificates representing Shares may have been
previously delivered to the Owner, then Owner shall, prior to the close of
business on the date specified for the repurchase, deliver to the Secretary of
the Company the certificates representing the Shares to be repurchased, each
certificate to be properly endorsed for transfer. The Company (or its assigns)
shall, concurrently with the receipt of such stock certificates, pay to Owner in
cash or cash equivalents (including the cancellation of any purchase-money
indebtedness), an amount equal to the Purchase Price.
(ii) Termination of Repurchase Right. The Repurchase Right
shall terminate automatically with respect to any Shares for which the
Repurchase Right is not timely exercised under Paragraph 21(b)(i). In addition,
the Repurchase Right shall terminate on the consummation by the Company of an
underwritten initial public offering of its common stock, registered under the
Securities Act.
(c) Definition of Owner. For purposes this Paragraph 21 of this
Agreement, the term "Owner" shall include the Optionee and all subsequent
holders of the Shares who derive their chain of ownership through a permitted
transfer from the Optionee in accordance with Paragraph 21(a).
(d) Agreement Applicable to Community Interests. Any right or
interest of a spouse as an Owner in Shares, whether such right or interest is
created by law (including community property laws) or otherwise, shall for all
purposes hereof be included in, deemed a part of and bound by the same terms
hereof as the Shares to which such right or interest relates or appertains, and
any action taken, offer made or purchase right exercisable hereunder with
reference to Shares owned by an Owner shall be applicable to any right or
interest which the spouse of such Owner may have or be entitled to have therein.
(e) Purchase of Spouse's Interest in Shares. In the event of the
death of an Owner's spouse, or the divorce of an Owner and his or her spouse,
such Owner shall have the right to purchase all or any part of the Shares to
which such spouse (or the estate of such spouse) is or may be entitled at a
purchase price equal to the Purchase Price. Such purchase shall be effected on
the following terms and conditions:
(i) The Owner's right to purchase his or her spouse's
interest in the Shares shall continue for a period of thirty (30) days from the
date of entry of the divorce decree or from the date of qualification of the
personal representative of the spouse in the event of death, as the case may be,
and shall be considered exercised by such Owner when written notice of such
exercise has been delivered or mailed, properly addressed, to such spouse or the
personal representative of such spouse.
(ii) If the Owner shall fail to exercise his or her right in
its entirety in the manner and time prescribed, then the spouse or the personal
representative of the spouse, as the case may be, shall so notify the Company in
writing, which notice shall state the address of such spouse or personal
representative and the number of Shares owned by such spouse or the estate of
such spouse. Thereupon the Company shall have the right to purchase all Shares
not
PART II - Page 8
purchased by such Owner for a period of sixty (60) days following the receipt by
the Company of such notice. The purchase right shall be exercisable by the
Company in the manner set forth in Paragraph 21(b) of this Agreement.
(iii) The purchase right set forth in this Paragraph 21(e)
shall terminate with respect to any Shares for which the purchase right is not
timely exercised under paragraph 21(e)(i) and (ii). In addition, the purchase
right shall terminate on the consummation by the Company of an underwritten
initial public offering of its Common Stock, registered under the Securities
Act.
(f) Definition of Purchase Price. The "PURCHASE PRICE" as used
herein shall refer to the Fair Market Value of the Shares.
22. Termination. The Company may terminate the Plan at any time;
however, such termination will not modify the terms and conditions of the Option
awarded under this Agreement without the Optionee's consent.
23. No Rights as a Shareholder. Optionee shall not by virtue of this
Agreement, have any rights as a shareholder until the date of the issuance to
the Optionee of Shares pursuant to a valid Exercise Notice.
* * * * *
PART II - Page 9
EXHIBIT A
EXERCISE NOTICE
Notice is hereby given to the Company of Optionee's election to exercise
Options as follows:
Name of Optionee (please print): __________________________________
Optionee's Social Security Number: ________________________________
A. Number of Vested Shares to be exercised:
B. Exercise Price per Share: $
C. Cash Payment from Optionee $
D. Exercise Price tendered herewith: (A x B) $
E. Market Price per share on date of Exercise: $
F. Difference Between Market Price and Exercise Price
(E - D): $
G. Total Difference (F x A): $
H. Withholding Tax: ____*
I. Amount of Tax withholding tendered herewith (G x H): $
J. Total Amount Due on Exercise (D + I): $
*Upon exercise of Options, the Company is required to collect a withholding tax
determined in accordance with the tables or computational procedures prescribed
by the Puerto Rico Secretary of the Treasury.
PART II - Page 10
Exact name(s) for Share certificate(s):
_______________________________________________________________________________
_______________________________________________________________________________
Date: _______________________________________
_______________________________
Signature of Optionee
PLEASE COMPLETE AND SIGN THIS NOTICE AND RETURN IT TO:
EuroBancshares, Inc.
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Attn: President
PART II - Page 11
EXHIBIT B
JOINDER AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned, by execution of this Joinder
Agreement, agrees to become a party to the Incentive Stock Option Award
Agreement dated as of ________________, 20___, by and between EuroBancshares,
Inc. ), a corporation organized under the laws of the Commonwealth of Puerto
Rico (the "COMPANY"), and ____________________________, Optionee thereunder (the
"AGREEMENT"), a copy of which is attached hereto as Exhibit A to the extent and
as provided by this Joinder Agreement. The undersigned acknowledges that by his
execution of this Joinder Agreement he will become a party to the Agreement for
purposes of Paragraph 22 (and only with respect to such paragraph), such
paragraph providing for the Company's repurchase right with respect to Shares
issued on exercise of Options granted in the Agreement. The undersigned
represents and warrants that he has read and consents to, agrees to be bound by,
the repurchase right provisions of the Agreement.
EXECUTED to be effective the _____ day of __________________, 20___.
________________________________________
Name: __________________________________
SPOUSAL CONSENT
I, spouse of __________________, have read and am aware of, understand and
fully consent and agree to the provisions of the Agreement attached hereto and
its binding effect upon any interest, community or otherwise, I may own now or
hereafter in any Shares, and agree that the termination of my marriage to
________________ for any reason shall not have the effect of removing any Shares
otherwise subject to the Agreement from the coverage thereof. I hereby evidence
such awareness, understanding, consent and agreement by joining in the Agreement
and by executing this Joinder Agreement below.
________________________________________
Signature of Spouse
Printed Name: __________________________
Address:
________________________________________
________________________________________
PART II - Page 12