STOCK OPTION AGREEMENT
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FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
OSAGE BANCSHARES, INC.
2007 STOCK COMPENSATION AND INCENTIVE PLAN
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FOR OFFICERS AND EMPLOYEES
STOCK OPTIONS for a total of _______ shares of Common Stock of Osage
Bancshares, Inc. (the "Company"), 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 2007 Stock Compensation and Incentive Plan (the "Plan")
adopted by the Company which is incorporated by reference herein, receipt of
which is hereby acknowledged.
1. Option Price. The Option price is $10.00 for each Share, being 100%
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of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (December 21, 2007).
2. Exercises of Option. This Option shall be exercisable in accordance
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with provisions of the Plan, provided the holder of such Option is an employee,
director or director emeritus of the Company as of such date, as follows:
(a) Schedule of Rights to Exercise.
Percentage of
Total Shares
Awarded Which
Are Exercisable/
Date Options Non-forfeitable
---- ------- ---------------
Upon grant....................... 0 0%
As of December 21, 2008.......... ____ 20%
As of December 21, 2009.......... ____ 40%
As of December 21, 2010.......... ____ 60%
As of December 21, 2011.......... ____ 80%
As of December 21, 2012.......... ____ 100%
A. Such Options awarded to the Optionee are intended to satisfy the
requirements of "incentive stock options" ("ISOs") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended.
B. Options awarded to the Optionee shall continue to vest annually during
such period that he serves as an employee, director or director emeritus of
Osage Federal Bank (the "Bank") or the Company.
C. Notwithstanding anything herein to the contrary, in no event shall any
Options granted herein be exercisable for a period of six months from the Date
of Grant, except in the event of the death or Disability of the Optionee or a
Change in Control of the Company. Upon such occurrences, all such Options shall
be immediately 100% vested and exercisable.
D. Upon termination of service for any reason, other than Disability or
death, such Options shall cease to be exercisable three months from the date of
termination of employment.
E. Upon Disability, all Options shall be deemed immediately exercisable
for a period not to exceed one year from such date of Disability.
F. Upon death, all Options shall be immediately exercisable by the estate
for two years from the date of death, not to exceed initial option term.
(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 Company'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 Company, 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 Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by shares of Company Common Stock, certified
check, bank cashier's or teller's
2
check. Common Stock utilized in full or partial payment of the exercise price
must have been owned by the party exercising such Option for not less than six
months prior to the date of exercise of such Option, and such Common Stock shall
be valued at the Fair Market Value at the date of exercise. The Company shall
accept full or partial payment in Common Stock only to the extent permitted by
applicable law. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered directly in the name of
the person or persons exercising the Option or held in a brokerage or trust
account for the benefit of such person or persons.
(c) Restrictions on Exercise. This 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 the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
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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)
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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 Award Agreement. Notwithstanding anything herein in to the contrary,
to the extent that the Optionee shall be deemed a 10% stockholder in accordance
with Sections 422 and 318 of the Code, then with respect to ISOs, the Option
exercise price shall be 110% of the exercise price noted above, and the option
term shall be only 5 years from the Date of Grant.
5. Adjustments. Subject to any required action by the stockholders of
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the Company, the number of Shares of Common Stock covered by this Award and the
exercise price per Share shall be proportionately adjusted for the following
events occurring after the Date of Grant: upon any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination, consolidation, or
other reorganization; any spin-off, split-up, or similar extraordinary dividend
distribution with respect to the Common Stock (whether in the form of securities
or property); any exchange of Common Stock or other securities of the Company,
or any similar, unusual or extraordinary corporate transaction affecting the
Common Stock; or a sale of all or substantially all the business or assets of
the Company in its entirety.
3
6. 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.
Osage Bancshares, Inc.
Date of Grant: _____________________________ By: ___________________________
Attest:
_____________________________________________
[SEAL]
OPTIONEE ACKNOWLEDGEMENT
_____________________________________________ ___________________________
OPTIONEE DATE
INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
OSAGE BANCSHARES, INC.
2007 STOCK COMPENSATION AND INCENTIVE PLAN
------------------------
(Date)
Osage Bancshares, Inc.
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Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
__________ shares of Common Stock of Osage Bancshares, Inc. 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,
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STOCK OPTION AGREEMENT
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FOR NON-STATUTORY STOCK OPTIONS
PURSUANT TO THE
OSAGE BANCSHARES, INC.
2007 STOCK COMPENSATION AND INCENTIVE PLAN
NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of __________ shares of Common Stock of Osage
Bancshares, Inc. (the "Company") 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 2007 Stock Compensation 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 $10.00 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 (December 21, 2007).
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
Date Options Are Non-forfeitable
---- ------- -------------------
Upon grant....................... 0 0%
As of December 21, 2008.......... ____ 20%
As of December 21, 2009.......... ____ 40%
As of December 21, 2010.......... ____ 60%
As of December 21, 2011.......... ____ 80%
As of December 21, 2012.......... ____ 100%
A. Notwithstanding anything herein to the contrary, in no event shall any
Options granted herein be exercisable for a period of six months from the Date
of Grant, except in the event of the death or Disability of the Optionee or a
Change in Control of the Company. Upon such occurrences, all such Options shall
be immediately 100% vested and exercisable.
B. Upon death, all Options shall be immediately exercisable by the estate
for the remaining term of such Options.
C. All Options shall be exercisable for a period of ten years from the
Date of Grant without regard to continued service of the Optionee as a director
or director emeritus.
(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 Company'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 Company, 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 Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by shares of Company Common Stock, certified
check, bank cashier's or teller's check. Common Stock utilized in full or
partial payment of the exercise price must have been owned by the party
exercising such Option for not less than six months prior to the date of
exercise of such Option, and such Common Stock shall be valued at the Fair
Market Value at the date of exercise. The Company shall accept full or partial
payment in Common Stock only to the extent permitted by applicable law. The
certificate or certificates for shares of Common Stock as to which the Option
shall be exercised shall be registered directly in the name of the person or
persons exercising the Option or held in a brokerage or trust account for the
benefit of such person or persons.
(c) Restrictions on Exercise. This 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 the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company 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 Option.
5. Adjustments. Subject to any required action by the stockholders of
-----------
the Company, the number of Shares of Common Stock covered by this Award and the
exercise price per Share shall be proportionately adjusted for the following
events occurring after the Date of Grant: upon any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination, consolidation, or
other reorganization; any spin-off, split-up, or similar extraordinary dividend
distribution with respect to the Common Stock (whether in the form of securities
or property); any exchange of Common Stock or other securities of the Company,
or any similar, unusual or extraordinary corporate transaction affecting the
Common Stock; or a sale of all or substantially all the business or assets of
the Company in its entirety.
6. 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.
Osage Bancshares, Inc.
Date of Grant: _____________________________ By: ___________________________
Attest:
_____________________________________________
[SEAL]
OPTIONEE ACKNOWLEDGEMENT
_____________________________________________ ___________________________
OPTIONEE DATE
3
NON-STATUTORY STOCK OPTION EXERCISE FORM
----------------------------------------
PURSUANT TO THE
OSAGE BANCSHARES, INC.
2007 STOCK COMPENSATION AND INCENTIVE PLAN
------------------------
(Date)
Osage Bancshares, Inc.
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Dear Sir:
The undersigned elects to exercise the Non-Statutory Stock Option to
purchase ___________ shares of Common Stock of Osage Bancshares, Inc. 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,
-----------------------------------