NON-INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
RESERVE BANCORP, INC.
2003 STOCK OPTION PLAN
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(Date)
Reserve Bancorp, Inc.
2000 Mt. Troy Road
Pittsburgh, Pennsylvania 15212
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _____________ shares of Common Stock of Reserve Bancorp, Inc. 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
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of Common Stock
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$ Total
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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
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Address
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Social Security Number
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Very truly yours,
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RESTRICTED STOCK AGREEMENT
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PURSUANT TO THE
MT. TROY BANK
2003 RESTRICTED STOCK PLAN
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FOR OFFICERS AND EMPLOYEES
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of _____ shares of Common Stock of RESERVE BANCORP, INC. (the
"Corporation"), which is hereby granted to ________________________________ (the
"Participant") at the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of the Mt. Troy Bank 2003
Restricted Stock Plan (the "Plan") adopted by the Corporation which is
incorporated by reference herein, receipt of which is hereby acknowledged.
1. Purchase Price. The purchase price for each share of Common Stock
awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall be
deemed non- forfeitable in accordance with the provisions of the Plan, provided
the holder of such Award is an employee, director or director emeritus of the
Corporation as of such date, as follows:
(a) Schedule of Vesting of Awards.
Number Percentage of Total Shares
of Awarded Which Are
Date Shares Non-forfeitable
---- ------ ---------------
As of April 8, 2003............... ____ 25%
As of April 8, 2004............... ____ 50%
As of April 8, 2005............... ____ 75%
As of April 8, 2006............... ____ 100%
(b) Restrictions on Awards. This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any applicable federal or state securities or other law or valid
regulation. As a condition to the Participant's receipt of this Award, the
Corporation may require the person receiving this Award to make any
representation and warranty to the Corporation as may be required by any
applicable law or regulation.
3. Non-transferability of Award. This Award may not be transferred in any
manner prior to such Award, or portion thereof, being deemed non-forfeitable.
Notwithstanding anything
herein or in the Plan to the contrary, all Shares subject to an Award held by a
Participant whose employment or service with the Corporation or the Bank
terminates due to death shall be deemed 100% earned and nonforfeitable as of the
Participant's last date of employment or service with the Corporation or the
Bank and shall be distributed as soon as practicable thereafter to the
Beneficiary as set forth in accordance with the Plan.
4. Other Restrictions on Award. This Award shall be subject to such other
restrictions and limitations as are contained in the Plan or as determined by
the Plan Committee administering such Plan. Such Award shall be immediately 100%
vested upon death or Disability (as determined by the Plan Committee) of the
Participant or upon a Change in Control of the Corporation or the Bank.
Mt. Troy Bank
Date of Grant: April 8, 2003 By:
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Attest:
[SEAL]
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