STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE
HCB BANCSHARES, INC. 1998 STOCK OPTION PLAN
STOCK OPTION for a total of ___________shares of Common
Stock, par value $.01 per share, of HCB 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 HCB Bancshares,
Inc. 1998 Stock Option Plan (the "Plan") which has been adopted
by the Company and 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 (the "Code").
1. Option Price. The option price is $___________ 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.
2. Exercise of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
------------------------------
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
- ------------------------------ ---------------------------
Upon Grant 25%
1 year but less than 2 years 25%
2 years but less than 3 years 25%
3 years or more 25%
Non-ISO Agreement
Page 2
(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);
(b) contain such representations and agreements as to the
holders' 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 combination of cash and Common Stock as the
Optionee elects. In addition, the Optionee may elect to
pay for all or part of the exercise price of the shares by
having the Company withhold a number of shares having
a fair market value equal to the exercise price. 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. 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 person
exercising this Option to make any representation and warranty
to the Company as may be required by any applicable law or
regulation.
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. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms
of this agreement, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may
be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided that such transferee shall be
permitted to exercise this Option subject to the same terms and
conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for
more than ten 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.
HCB BANCSHARES, INC.
1998 STOCK OPTION PLAN COMMITTEE
By _____________________________
______________
Date of Grant Attest: ________________________ (Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
HCB BANCSHARES, INC. 1998 STOCK OPTION PLAN
-------------
Date
Treasurer
HCB Bancshares, Inc.
237 Jackson Street
Camden, Arkansas 71701-0878
Re: HCB Bancshares, Inc. 1998 Stock Option Plan
-------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ________ shares, par value $.01, of Common
Stock of HCB Bancshares, Inc. under and pursuant to a Stock
Option Agreement dated __________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers 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
$_____ in the form of _______ shares of Common
Stock, valued at $____ per share
$_____ in the form of the Company's withholding of
______ shares of Common Stock, valued at
$____ per share, that are subject to this
Option
$ Total
=====
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
_______________________