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EXHIBIT 10.1 FORM OF FIRST CAPITAL, INC. STOCK OPTION ASSUMPTION AGREEMENT FOR
THE 1998 OFFICERS' AND KEY EMPLOYEES' STOCK OPTION PLAN FOR HCB
BANCORP
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FIRST CAPITAL, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: [Name]
STOCK OPTION ASSUMPTION AGREEMENT issued as of the ___ day of January,
2000, by First Capital, Inc., an Indiana corporation ("First Capital").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of HCB Bancorp, an
Indiana corporation ("HCB"), which were granted to Optionee under the 1998
Officers' and Key Employees' Stock Option Plan of HCB Bancorp (the "HCB Plan")
and are evidenced by one or more Award Agreements or similar documentation (the
"Award Agreement(s)") between HCB and Optionee, which are incorporated by
reference herein.
WHEREAS, effective as of January __, 2000, HCB has merged with and into
First Capital (the "Merger") pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of July 19, 1999 by and between First Capital and
HCB;
WHEREAS, the Merger Agreement provides for the conversion of all
outstanding stock options under the HCB Plan into options to purchase First
Capital common stock ("First Capital Stock"), and to issue to the holder of each
outstanding option an agreement evidencing the conversion and assumption of such
option;
WHEREAS, pursuant to the provisions of the Merger Agreement, the exchange
ratio (the "Exchange Ratio") in effect for the Merger is 15.5 shares of First
Capital Stock for each outstanding share of HCB common stock ("HCB Stock");
WHEREAS, this Stock Option Assumption Agreement is to become effective
immediately in order to reflect certain adjustments to Optionee's outstanding
options under the HCB Plan, which have become necessary by reason of the
assumption of those options by First Capital in connection with the Merger.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of First Capital Stock subject to the stock
options held by Optionee under the HCB Plan immediately prior to the Effective
Time (as defined in the Merger Agreement) of the Merger (the "HCB Options") and
the exercise price payable per share are set forth in Exhibit A hereto. First
Capital hereby assumes, as of the Effective Time, all the duties and obligations
of HCB under each of the HCB Options as set forth in the HCB Plan and the
Optionee's Award Agreement(s). In connection with such assumption, the number of
shares of First Capital Stock purchasable under each HCB Option hereby assumed
and the exercise price payable thereunder have been adjusted to reflect the
Exchange Ratio in a manner consistent with the Merger
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Agreement. Accordingly, the number of shares of First Capital Stock subject to
each HCB Option hereby assumed shall be as specified for that option in attached
Exhibit A, and the adjusted exercise price payable per share of First Capital
Stock under the assumed HCB Option shall be as indicated for that option in
attached Exhibit A.
2. The following provisions shall govern each HCB Option hereby assumed by
First Capital:
(a) Unless the context otherwise requires, all references in each
Award Agreement and in the HCB Plan (as incorporated into such Option
Agreement) (i) to the Company" shall mean First Capital, and (ii) to the
"Committee" shall mean the Benefits Committee of the First Capital Board
of Directors.
(b) The grant date and the expiration date of each assumed HCB
Option and all other provisions which govern either the exercisability or
the termination of the assumed HCB Option shall remain the same as set
forth in the Award Agreement applicable to that option and the provisions
of the HCB Plan, and shall accordingly govern and control Optionee's
rights under this Stock Option Assumption Agreement to purchase First
Capital Stock.
(c) The adjusted exercise price payable for the First Capital Stock
subject to each assumed HCB Option shall be payable in any of the forms
authorized under the HCB Plan and the Award Agreement applicable to that
option.
(d) In order to exercise each assumed HCB Option, Optionee must
deliver to First Capital a written notice of exercise in which the number
of shares of First Capital Stock to be purchased thereunder must be
indicated. The exercise notice must be accompanied by payment of the
adjusted exercise price payable for the purchased shares of First Capital
Stock and should be delivered to First Capital at the following address:
First Capital, Inc.
William W. Harrod
220 Federal Drive, N.W.
Corydon, Indiana 47112
3. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Award Agreement as
in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
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IN WITNESS WHEREOF, First Capital has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly authorized officer as of the
___ day of January, 2000.
FIRST CAPITAL, INC.
By:
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Title:
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ACKNOWLEDGMENT
The undersigned acknowledges receipt of this foregoing Stock Option
Assumption Agreement and understands and acknowledges that all rights and
liabilities with respect to each of his or her HCB Options hereby assumed by
First Capital are as set forth only in the Award Agreement, the HCB Plan and
this Stock Option Assumption Agreement and that no other agreements exist with
respect to his HCB Options. The undersigned also acknowledges that, except to
the extent specifically modified by this Stock Option Assumption Agreement, all
of the terms and conditions of the Award Agreement as in effect immediately
prior to the effective time shall continue in full force and effect and shall
not in any way be amended, revised or otherwise affected by this Stock Option
Assumption Agreement. The undersigned further acknowledges that the HCB Option
or Options described in Exhibit A hereto constitute all of the options or other
rights to purchase HCB Stock that he or she owned immediately prior to the
effective time of the Merger.
[Name], Optionee
DATED: __________________ , 2000
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares
of HCB Bancorp, Inc. Common Stock
(Pre-Merger)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING OPTIONS EXERCISE PRICE
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Optionee's Outstanding Options to Purchase Shares
of First Capital, Inc. Common Stock
(Post-Merger)
DATE OF OPTION GRANT ADJUSTED NUMBER OF OUTSTANDING OPTIONS ADJUSTED EXERCISE PRICE
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