HIGH COUNTRY BANCORP, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
_____________________________
Stock Option Agreement
_____________________________
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
STOCK OPTION (the "Option") for a total of ________ shares
of Common Stock, par value $.01 per share, of High Country
Bancorp, 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 (the "Code"), 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 High Country Bancorp,
Inc. 1998 Stock Option and Incentive Plan (the "Plan") which was
adopted by the Company and which is incorporated by reference
herein, receipt of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
$____, which equals 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 the Plan and the following
provisions:
(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 33 1/3%
January 1, 1999 33 1/3%
January 1, 2000 33 1/3%
______________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of this Option.
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee 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 holder's 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. 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. 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.
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
______________
Date of Grant HIGH COUNTRY BANCORP, INC.
1998 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By:___________________________________
Authorized Member of the Committee
Witness: _____________________________
_______________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on the date of grant of this Option.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
HIGH COUNTRY BANCORP, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
______________
Date
Treasurer
High Country Bancorp, Inc.
130 W. 2nd Street
Salida, Colorado 81201-0309
Re: High Country Bancorp, Inc. 1998 Stock Option and
Incentive Plan
------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase ________ shares, par value $.01, of Common
Stock of High Country Bancorp, Inc. under and pursuant to a
Stock Option Agreement dated ________________, 199__.
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
$_________ in the form of _______ shares of Common
Stock, valued at $____ per share
$_________ in the form of the Company's with-
holding 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(s) is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
_____________________