STOCK OPTION AGREEMENT
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FOR NON-STATUTORY STOCK OPTIONS PURSUANT TO THE
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NORWOOD FINANCIAL CORP.
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2006 STOCK OPTION PLAN
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STOCK OPTIONS for a total of _____ shares of Common Stock, par value
$.10 per share, of Norwood Financial Corp. (the "Company") 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 Norwood
Financial Corp 2006 Stock Option Plan ("the Plan") adopted by the Company which
is incorporated by reference herein, receipt of which is hereby acknowledged.
Such Stock Options do not comply with Options granted under Section 422 of the
Internal Revenue Code of 1986, as amended.
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 (____________________) ("Date of
Grant").
2. Exercise of Option.
(a) Exercisability. Such Options will be first exercisable as
of the one-year anniversary of the Date of Grant. Such Options shall continue to
be exercisable for a period of ten years and one day following the date of grant
without regard to the continued services of such Director as a Director or
Director Emeritus. In the event of the Optionee's death, such Options may be
exercised by the personal representative of his estate or person or persons to
whom his rights under such Option shall have passed by will or by the laws of
descent and distribution. Notwithstanding any provisions in this Section 2, in
no event shall this Option be exercisable prior to six months following the date
of grant, except upon death or disability.
(b) 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 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 Company, of the
right of such person or persons to exercise the Option; and
(iv) 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 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 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. 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 and one day 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. 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.
Norwood Financial Corp.
Date of Grant By: _____________________________________
President and Chief Executive Officer
Attest:
____________________________ ________________________________________
(SEAL) Director
NORWOOD FINANCIAL CORP. 2006 STOCK OPTION PLAN
NOTICE OF EXERCISE OF GRANTED OPTIONS
Pursuant to the Stock Option Agreement (the "Agreement") entered into
on the ___________________, __________, between Norwood Financial Corp.
(Norwood) and ___________________ (Director), notice is hereby given of my
election to purchase _____ shares at $_________ per share as granted to me under
the Agreement (copy attached). Accompanying this notice is payment of
$____________ which represents the full purchase price of the shares covered by
this election.
______ In accordance with Paragraph 2b of the Agreement, I request that the
shares be registered in my name.
______ In accordance with Paragraph 2b of the Agreement, I request that the
shares be registered in joint name, with right of survivorship, with my spouse,
________________________.
___________________________
Director
___________________________
Date
Check one of the following:
______ This exercise represents the total shares granted to me under the above
Agreement.
______ This exercise represents __________shares of the total share granted to
me under the above Agreement. I have __________ shares remaining that I may
exercise within the period covered by the Agreement.
NORWOOD FINANCIAL CORP. 2006 STOCK OPTION PLAN
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INCENTIVE STOCK OPTION AGREEMENT
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Incentive Stock Option Agreement made this _________ of
___________________________ between Norwood Financial Corp. (Norwood) and
______________________ (Employee).
WHEREAS, Norwood desires to afford the Employee an opportunity to
purchase shares of common stock of Norwood (Common Stock) as hereinafter
provided, in accordance with the provisions of the Norwood Financial Corporation
2006 Stock Option Plan (Plan), a copy of which is attached.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto,
intending to legally bound hereunder, agree as follows:
1. Grant of Option. Norwood hereby grants to the employee the right and
option (Option) to purchase all or any part of an aggregate of _______ shares of
Common Stock. The Option is in all respects limited and conditioned, as
hereinafter provided, and is subject in all respects to the Plan's terms and
conditions, which are incorporated herein by reference and are made a part
hereof.
2. Purchase Price. The purchase price of the share of Common Stock
covered by the Option shall be $________. The date of this Option Agreement is
the date of grant of the Option and it is the determination of the Committee
that on this date the fair market value of said Common Stock was not greater
than the Option price above stated.
3. Term. This Option shall expire on ___________________, which date is
not less than one nor more than (I) ten years from the date of grant if the
Employee does not own more than 10% of the combined voting power of all the
shares of stock of Norwood or any subsidiary on the date of grant, or (ii) five
years from the date of grant if the Employee owns more than 10% of the combined
voting power of all the shares of stock of Norwood or any subsidiary on the date
of grant.
4. Exercise of Option. This Option may not be exercised earlier than
one year from the date of grant. Thereafter this Option may be exercised in
whole or in part, subject to the provisions of Paragraph 3.
5. Subject to the terms and conditions of this Option Agreement, the
Option may be exercised by written notice to Norwood, at its principal office,
which is located at 717 Main Street, Honesdale, Pennsylvania 18431. Such notice
shall state the election to exercise the Option and the number of shares with
respect to which it is being exercised;
shall be signed by the person or persons exercising the Option; and shall be
accompanied by the payment of the full purchase price of such shares. The
purchase price shall be paid in cash or its equivalent, or, in whole or in part
through the transfer of shares of Common Stock previously acquired by the
Employee, provided that if such shares of Common Stock were acquired through the
exercise of an incentive stock option, such shares were held by the Employee for
a period not less than the holding period described in section 422A(a)(1) of the
Code and if such shares were acquired though the exercise of nonqualified stock
option, such shares of Common Stock have been held by Employee for more than one
year. Upon receipt of such notice and payment, Norwood shall deliver a
certificate or certificates representing the shares with respect to which the
Option is so exercised. The certificate or certificates for the shares as to
which the Option shall have been so exercised shall be registered in the name of
the person or persons so exercising the Option (or, if the Option shall be
exercised by the Employee and if the Employee shall so request in the notice
exercising the Option, shall be registered in the name of the Employee and his
spouse, jointly, with the right of survivorship) and shall be delivered as
provided above to, or upon the written order of, the person or persons
exercising the Option. In the event the Option shall be exercised by any persons
or persons after the death of the Employee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable.
6. Non-Transferability of Option. This Option is not transferable by
Employee otherwise than by will or by the laws of descent and distribution, and
during the lifetime of the Employee, the Option shall be exercisable only by
Employee.
7. Termination of Employment. If Employee's employment with Norwood and
all subsidiary corporations is terminated for any reason other than death or
disability, this Option shall be exercisable at any time prior to the earlier of
the expiration date set forth in Paragraph 3 or three months after the date of
termination, but only to the extent of the accrued right to purchase Common
Stock at the date of such termination.
8. Death. If Employee dies during his employment and prior to the
expiration of this Option as set forth in Paragraph 3, this Option may be
exercised, but only to the extent of the accrued right to purchase Common Stock
at the date of death by Employee's estate, personal representative or
beneficiary who acquired the right to exercise the Option by bequest or
inheritance or by reason of Employee's death, at any time prior the earlier of
two years following the Employee's death or the expiration date set forth in
Paragraph 3.
9. Disability. If Employee becomes disabled, as defined in the Plan,
during his employment and, prior to the expiration date of the Option as set for
in Paragraph 3, Employee's employment is terminated as a consequence of such
disability, this Option
shall be exercisable by Employee at any time prior to the earlier of one year
following the Employee's termination of employment by reason of disability or
the expiration date specified in Paragraph 3, but only to the extent of the
accrued right to purchase Common Stock at the date of such termination.
10. Miscellaneous.
(a) The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
the Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
(b) No change or modification of this Agreement shall be valid
unless the same be in writing and signed by the party against whom the said
modification is to be enforced.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Norwood has caused this Incentive Option Agreement
to be duly executed by its officers thereunto duly authorized, and the Employee
has hereunto set his hand and seal, all on the day and year first above written.
ATTEST NORWOOD FINANCIAL CORP.
(Corporate Seal)
____________________________ By: _____________________________
Assistant Secretary Executive Vice President and Chief
Financial Officer
_____________________________
Employee
NORWOOD FINANCIAL CORP. STOCK OPTION PLAN
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NOTICE OF EXERCISE OF GRANTED OPTIONS
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Pursuant to the Incentive Stock Option Agreement (the "Agreement")
entered into on the ___ day of _____________, between Norwood Financial Corp.
(Norwood) and _____________________ (Employee), notice is hereby given of my
election to purchase ________ shares at $________ per share as granted to me
under the Agreement (copy attached). Accompanying this notice is payment of
$__________ which represents the full purchase price of the shares covered by
this election.
______ In accordance with Paragraph 5 of the Agreement, I request that the
shares be registered in my name.
______ In accordance with Paragraph 5 of the Agreement, I request that the
shares be registered in joint name, with right of survivorship, with my spouse,
________________________.
Please register in the name of
____________________________________
Employee
____________________________________
Date
Check one of the following:
_____ This exercise represents the total shares granted to me under the
above Agreement.
_____ This exercise represents _______ shares of the total share granted to
me under the above Agreement. I have ______ shares remaining that I may
exercise within the period covered by the Agreement.