STOCK OPTION AGREEMENT
----------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
PHSB FINANCIAL CORPORATION
2002 STOCK OPTION PLAN
----------------------
FOR OFFICERS AND EMPLOYEES
STOCK OPTIONS for a total of _______ shares of Common Stock of PHSB
Financial Corporation (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, is hereby granted to _______ (the "Optionee") at the price
determined as provided in, and in all respects subject to the terms, definitions
and provisions of the 2002 Stock Option Plan (the "Plan") adopted by the Company
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
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. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan, provided the holder of such Option is an employee
of the Company as of such date, as follows:
(a) Schedule of Rights to Exercise.
Percentage of
Total Shares
Awarded Which
Are Exercisable/
Date Options Non-forfeitable
---- ------- ---------------
December 23, 2002 ...................... _____ 33 1/3%
As of December 23, 2003................. _____ 66 2/3%
As of December 23, 2004................. _____ 100%
Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to six months following the date of grant.
Options shall be 100% vested and exercisable upon the death, disability or
Retirement of the Optionee, or upon a Change in Control of the Company. Options
shall become "non-incentive" options and remain exercisable for remaining term
upon Retirement after not less than 10 years of service, if not exercised within
3 months of retirement.
(b) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(i) State the election to exercis 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);
(ii) 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;
(iii) 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 Bank, of the right of such person or persons to exercise
the Option; and
(iv) Be in writing and delivered i person or by certified
mail to the Treasurer of the Bank.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. 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.
(c) 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 Bank may require the
person exercising this Option to make any representation and warranty to the
Bank 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 or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
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.
5. Dividend Equivalent Rights. The Stock Options represented by this
Agreement shall include the right of the Optionee to receive payment of dividend
equivalent rights. Such rights shall provide that upon a payment of a cash
dividend on the Common Stock, the holder of such Options shall receive payment
of cash in an amount equivalent to the cash dividend payable as if such Options
had been exercised and such Common Stock held as of the dividend record date.
Such rights shall expire upon the expiration or exercise of such underlying
Options. Such rights are non-transferable
2
and shall attach to Options represented by this Agreement, whether or not such
Options are immediately exercisable.
6. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
PHSB Financial Corporation
Date of Grant: By:
---------------------- -------------------------------
Attest:
- -----------------------
[SEAL]
3
INCENTIVE STOCK OPTION EXERCISE FORM
------------------------------------
PURSUANT TO THE
PHSB FINANCIAL CORPORATION
2002 STOCK OPTION PLAN
----------------
(Date)
PHSB Financial Corporation
744 Shenango Road
Beaver Falls, Pennsylvania 15010
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to
purchase _______ shares of Common Stock of PHSB Financial Corporation under and
pursuant to a Stock Option Agreement dated _____________.
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
-----------
of Common Stock
-----------
$ 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,
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STOCK OPTION AGREEMENT
----------------------
FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE
PHSB FINANCIAL CORPORATION
2002 STOCK OPTION PLAN
----------------------
FOR DIRECTORS
STOCK OPTIONS for a total of _______ shares of Common Stock of PHSB
Financial Corporation (the "Company"), which Option is not intended to qualify
as an Incentive Stock Option under Section 422 of the Internal Revenue Code of
1986, as amended, is hereby granted to _______ (the "Optionee") at the price
determined as provided in, and in all respects subject to the terms, definitions
and provisions of the 2002 Stock Option Plan (the "Plan") adopted by the Company
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
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. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan, provided the holder of such Option is an employee,
director or director emeritus of the Bank or the Company as of such date, as
follows:
(a) Schedule of Rights to Exercise.
Percentage of
Total Shares
Awarded Which
Are Exercisable/
Date Options Non-forfeitable
---- ------- ---------------
December 23, 2002........................... _____ 33 1/3%
As of December 23, 2003..................... _____ 66 2/3%
As of December 24, 2004..................... _____ 100%
Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to six months following the date of grant.
Options shall be 100% vested and exercisable upon upon a Change in Control of
the Bank or the Company.
(b) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(i) State the election to exercis 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);
2
(ii) 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 Bank's counsel;
(iii) 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 Bank, of the right of such person or persons to exercise
the Option; and
(iv) Be in writing and delivered i person or by certified
mail to the Treasurer of the Bank.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. 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.
(c) 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 Bank may require the
person exercising this Option to make any representation and warranty to the
Bank 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 or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
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.
5. Dividend Equivalent Rights. The Stock Options represented by this
Agreement shall include the right of the Optionee to receive payment of dividend
equivalent rights. Such rights shall provide that upon a payment of a cash
dividend on the Common Stock, the holder of such Options shall receive payment
of cash in an amount equivalent to the cash dividend payable as if such Options
had been exercised and such Common Stock held as of the dividend record date.
Such rights shall expire upon the expiration or exercise of such underlying
Options. Such rights are non-transferable and shall attach to Options
represented by this Agreement whether or not such Options are immediately
exercisable.
2
6. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
PHSB Financial Corporation
Date of Grant: By:
------------------------ --------------------------
Attest:
- ------------------
[SEAL]
3
NON-INCENTIVE STOCK OPTION EXERCISE FORM
----------------------------------------
PURSUANT TO THE
PHSB FINANCIAL CORPORATION
2002 STOCK OPTION PLAN
--------------
(Date)
PHSB Financial Corporation
744 Shenango Road
Beaver Falls, Pennsylvania 15010
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _______ shares of Common Stock of PHSB Financial Corporation under and
pursuant to a Stock Option Agreement dated _______________.
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
-----------
of Common Stock
-----------
$ 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,
--------------------------