Exhibit 10.5.2
ACCESS NATIONAL CORPORATION
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
FOR
EMPLOYEE-DIRECTOR
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Granted ____________________________
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This Incentive Stock Option Agreement evidences the grant of an Incentive Stock
Option to _______________________ (the "Employee") pursuant to subparagraph
7.1(b) of the Access National Corporation 1999 Stock Option Plan (as restated
effective April 22, 2003) (the "Plan"). This Agreement also describes the terms
and conditions of the option evidenced by this Agreement.
1. Grant of Option. In consideration of the services rendered to Access
National Corporation (the "Company") by the Employee, the Company
hereby grants to the Employee an option to purchase all or any part of
a total of ________ shares of the Company's Common Stock at a price of
$_________ per share. This option is granted as of _____________("Award
Date"). This option is granted pursuant to the Plan and is subject to
the terms thereof.
2. Term.
(a) Normal Term. The term of this option is 7 years, until
_____________________, provided, however, that this option may
be terminated earlier as provided below.
(b) Early Termination. This option will terminate on the date the
Employee's membership on the Board of Directors of the Company
ceases; provided, however that to the extent this option is
exercisable or becomes exercisable upon the Employee's
cessation of membership on the Board, this option will remain
exercisable until
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3. Payment of Exercise Price. The exercise price will be payable in full
upon exercise of this option, and if approved by the Committee at or
prior to the time of exercise, such purchase price may be paid either
in cash, or in shares of the Company's Common Stock (which shall be
valued as determined by the Committee), or in a combination of cash and
Common Stock. If approved by the Committee at or prior to the time of
exercise, payment hereunder may also be made through such
Company-approved broker-assisted cashless exercise procedures as are in
effect from time to time.
4. Transferability. This option may not be transferred by the Employee,
except upon the Employee's death by will or by the laws of descent and
distribution.
5. Exercise.
(a) Exercisability. This option is first exercisable, in whole or
in part, from and after the applicable time provided below:
(i) Subject to earlier exercisability as provided in (ii)
or (iii) below, options with respect to (1) one-third
of the total number of shares awarded under this
Agreement shall be first exercisable on the first
anniversary of the Award Date, (2) the second
one-third of the total number of shares awarded under
this Agreement shall be first exercisable on the
second anniversary of the Award Date, and (3) the
final one-third of the total number of shares awarded
under this Agreement shall be first exercisable on
the third anniversary of the Award Date.
(ii) If a Change-in-Control (as defined in the Plan)
occurs after the Award Date, before the expiration
date of this option and while the Employee is a
member of the Board of Directors of the Company, this
option may first be exercised, in whole or in part,
after the date such Change-in-Control occurs.
(iii) If the Employee's membership on the Board of
Directors of the Company ceases as a result of the
Employee's retirement from Board service in
accordance with any Company policy on mandatory
retirement for directors, death, disability which in
the view of the Committee prevents or materially
impairs his ability to continue service on the Board
or failure to be reelected as a director after
requesting to stand for reelection, this option may
first be exercised, in whole or in part, after the
date of such cessation of membership on the Board.
(b) By Whom Exercisable. During the Employee's lifetime, only the
Employee may exercise this option. If an Employee dies prior
to the expiration date of an option granted to him, without
having exercised his option as to all of the shares covered
thereby, this option may be exercised, to the extent of the
shares with respect to which this option could have been
exercised on the date of the Employee's death, by the estate
or a person who acquired the right to exercise this option by
bequest or inheritance or by reason of the death of the
Employee.
(c) Exercise. This option shall be exercised by delivery on any
business day to the Company of a Notice of Exercise in the
form attached to this Agreement accompanied by payment as
provided in Paragraph 3 and payment in full, to the extent
required by Paragraph 10, of the amount of any income tax the
Company is required to withhold as a result of such exercise.
6. Compliance with Securities Laws. The Company covenants that it will
attempt to maintain an effective registration statement with the Office
of the Comptroller of the Currency covering the shares of Common Stock
of the Company which are the subject of this Agreement at all times
during which this option is exercisable and there is no applicable
exemption from registration of such shares; provided, however, that
this option shall not be exercisable for stock at any time if its
exercise would cause the Company to be in violation of any applicable
provisions of the federal or state securities law.
7. Administration of Plan. The Plan is administered by a Committee
appointed by the Company's Board of Directors. The Committee has the
authority to construe and interpret the Plan, to make rules of general
application relating to the Plan, to amend outstanding options, and to
require of any person exercising this option, at the time of such
exercise, the execution of any paper or the making of any
representation or the giving of any commitment that the Committee
shall, in its discretion, deem necessary or advisable by reason of the
securities laws of the United States or any State, or the execution of
any paper or the payment of any sum of money in respect of taxes or
the undertaking to pay or have paid any such sum that the Committee
shall in its discretion, deem necessary by reason of the Internal
Revenue Code or any rule or regulation thereunder, or by reason of the
tax laws of any State.
8. Capital Adjustments. The number of shares of Common Stock covered by
this option, and the option price thereof, will be subject to an
appropriate and equitable adjustment, as determined by the Committee,
to reflect any stock dividend, stock split or share combination, and
will be subject to such adjustment as the Committee may deem
appropriate to reflect any exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or the
like, of or by the Company.
9. Rights as a Shareholder. The Employee, or a transferee of an option,
shall have no rights as a shareholder with respect to any shares
subject to this option until the date of the exercise of this option
for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
date of such exercise, except as provided in Paragraph 8 hereof.
10. Withholding Taxes. The Company, or one of its subsidiaries, shall have
the right to withhold any Federal, state or local taxes required to be
withheld by law with respect to the exercise of this option. The
Employee will be required to pay the Company, as appropriate, the
amount of any such taxes which the Company, or one of its subsidiaries,
is required to withhold.
11. Prohibition against Pledge, Attachment, etc. Except as otherwise
provided herein, this option, and the rights and privileges conferred
hereby, shall not be transferred, assigned, pledged or hypothecated in
any way and shall not be subject to execution, attachment or similar
process.
12. Intended to be an Incentive Stock Option. This option is intended to
qualify as an incentive stock option within the meaning of Section
422(b) of the Internal Revenue Code, and the provisions hereof shall be
construed consistent with that intent. While it is intended that this
option be treated as an incentive stock option within the meaning of
Section 422(b) of the Internal Revenue Code, the Company does not
guarantee such treatment. If or to the extent, for any reason, this
option is not treated as an incentive stock option within the meaning
of Section 422(b) of the Internal Revenue Code, this option shall
nevertheless continue to otherwise be fully effective according to its
terms and the applicable terms of the Plan and shall be regarded as a
Non-Qualified Stock Option under the Plan.
To evidence their agreement to the terms and conditions of this option, the
Company and the Employee have signed this Agreement as of the date first above
written.
ACCESS NATIONAL CORPORATION
By:
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Its:
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EMPLOYEE:
By:
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NOTICE OF EXERCISE
Access National Corporation
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Attention: Secretary
I hereby exercise my option pursuant to that certain Incentive Stock
Option Agreement dated _________________________, subject to all of the terms
and conditions of the said Stock Option Agreement, and hereby notify you of my
election to purchase the following stated number of shares ("Shares") of the
common stock of Access National Corporation (the "Company"), as indicated below
at the following stated option price per share.
Number of Shares - Option Price per Share - $
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Total Option Price -$
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If this Notice of Exercise involves fewer than all of the common stock which are
subject to option under the said Stock Option Agreement, I retain the right to
exercise my option for the balance of the shares remaining subject to option,
all in accordance with the terms of the said Stock Option Agreement.
This Notice of Exercise is accompanied by [ ] (1) a [ ] certified
check, [ ] cashiers check or [ ] personal check in the amount of the above Total
Option Price or [ ] (2) shares of the Company's common stock having an aggregate
value of the amount of the above Total Option Price, in full payment of the
option price for the Shares.
I hereby authorize the Company (and any of its affiliates) to withhold
from my regular pay or any extraordinary pay from the Company (and any of its
affiliates) the applicable amount of any taxes required by law or the said Stock
Option Agreement to be withheld as a result of this exercise.
I represent that I am acquiring the Shares for investment for my own
account and beneficial interest and that I have no present intention of dividing
them with others or reselling, assigning or otherwise distributing them to
others.
My current address and my Social Security Number are as follows:
Address:
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Social Security Number:
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Date:
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