EXHIBIT 4.5
FORM OF STOCK OPTION AGREEMENT
TO BE ENTERED INTO UNDER THE
DIRECTORS STOCK COMPENSATION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT
GFSB BANCORP, INC.
DIRECTORS STOCK COMPENSATION PLAN
A NON-INCENTIVE STOCK OPTION ("Option") for a total of _____ shares of
Common Stock of GFSB Bancorp, Inc. (the "Corporation") is hereby granted to
_________________ (the "Optionee") pursuant to the GFSB Bancorp, Inc. Directors
Stock Compensation Plan ("Directors Plan"). The Option granted hereby is subject
in all respects to the terms and provisions of the Directors Plan and this
Agreement. The Directors Plan is hereby incorporated herein by reference.
1. Exercise Price. The exercise price shall be $___________ for each
share of Common Stock eligible to be exercised hereunder, which price is not
less than 100% of the fair market value of the Common Stock on the date of grant
of this Option (April 28, 2000).
2. Exercise of Option. This Option shall be exercisable as of the date
of grant.
(a) 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 registered, his or her address and Social
Security number (or if more than one, the names,
addresses and Social Security numbers of each of such
persons);
(ii) 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 Corporation, of the right of such
person or persons to exercise the Option; and
(iii) be in writing and delivered in person or by
certified mail to the Corporation at its main office.
Payment of the purchase price of any shares with respect to which the Option is
being exercised shall be by cash or by certified or cashier's check payable to
the Corporation, in shares of Common Stock (including shares acquired pursuant
to the exercise of this Option) with a fair market value equivalent to the
purchase price of the shares to be acquired pursuant to this Option, by
withholding some of the shares of Common Stock which are purchased upon the
exercise of this Option or by any combination of the foregoing.
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(b) Restriction 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 law or other law or regulation. As a
condition to the exercise of this Option, the Corporation may require the person
exercising this Option to make any representative or warranty to the Corporation
as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent and distribution, and
may be exercised during the lifetime of the Optionee only by the Optionee or the
Optionee's guardian or legal representative. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors, guardians,
assigns or legal representatives of the Optionee.
4. Term of Option. This Option may be exercised until the earlier of
(i) ten years from the date of grant of this Option, or (ii) in the event the
Optionee dies, one year after the date of death unless by its term it expires
sooner. This Option may be exercised during such term only in accordance with
the Directors Plan and the terms of this Agreement.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Director Plan.
ON BEHALF OF THE PLAN
ADMINISTRATOR OF THE GFSB
BANCORP, INC. DIRECTORS STOCK
COMPENSATION PLAN
Date of Grant: April 28, 2000 By:_______________________________________
Attest:___________________________________
Agreed to and accepted this ____ day of _____________, 2000:
______________________________________
Optionee
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GFSB BANCORP, INC. STOCK COMPENSATION PLAN
NON-INCENTIVE STOCK OPTION EXERCISE FORM
_______________________
DATE
ATTN: Corporate Secretary
GFSB Bancorp, Inc.
Dear Sir or Madam:
The undersigned elects to exercise his/her Non-Incentive Stock Option to
purchase ______________ shares of Common Stock of GFSB Bancorp, Inc., under and
pursuant to a Notice of Grant of Non-Incentive Stock Option dated April 28,
2000.
Delivered herewith is cash, or a certified or cashier's check or GFSB Bancorp,
Inc. Common Stock, or a combination thereof, in the amount of $______________ in
payment of the option price. If Common Stock is enclosed in full or partial
consideration of the purchase price, I am also attaching a notification from the
Plan Administrator advising: (i) that such means of payment has been authorized
and (ii) as to the fair market value of the shares proposed to be tendered by me
as required by the provisions of the Plan.
The name or names to be on the stock certificate or certificates and the address
and social security number or addresses and social security numbers of such
person or persons is as follows:
Name:
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Address:
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City State Zip Code
Social Security Number:
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Very truly yours,
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(Signature of Person or Persons Exercising the Option)
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(Print Name and Address)