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EXHIBIT 4.2
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OPTION AGREEMENT
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(Non-Qualified Stock Option)
This Option Agreement is made as of the day of ___________, 199 ,
between GLB BANCORP, INC., an Ohio corporation (the "Company") and
_______________, an employee of the Company or one or more of its Subsidiaries
(the "Employee").
WHEREAS, the Company has heretofore adopted the 1998 Stock Option and
Incentive Plan (the "Plan"); and
WHEREAS, it is a requirement of the Plan that an agreement be executed
to evidence the NonQualified Stock Option granted to the Employee;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Employee the right
and option (the "Option") to purchase all or any part of an aggregate of
(_________) shares of the Common Stock, without par value, of the Company
("Shares") (such number being subject to adjustment as set forth herein and in
the Plan) on the terms and subject to the conditions set forth herein and in the
Plan. The exercise of and all rights of the Employee to the Option granted
hereby is conditioned upon the acceptance by the Employee of the terms of the
Plan, this Option Agreement and the grant, as evidenced by his execution of this
Option Agreement in the space provided below, and the return of an executed
original of this Option Agreement to the Secretary of the Company no later than
__________, 199_.
2. TYPE OF OPTION. The Option granted under this Option Agreement is a
Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for federal income tax purposes.
3. PURCHASE PRICE. The exercise price of the Shares covered by the
Option is $_____ per Share.
4. TERM OF OPTION. The Option shall expire ten (10) years from the date
of grant, subject to earlier termination as hereinafter provided, and may be
exercised in whole or in part at any time by the Employee. The date of grant
shall be the date first written above.
5. EXERCISE OF OPTION.
(a) In order to exercise the Option, the person or persons
entitled to exercise it shall deliver to the Chief Executive Officer of
the Company written notice of the number of full Shares with respect to
which the Option is to be exercised. The notice shall be accompanied by
payment in full for any Shares being purchased. Such payment shall be
made in cash, in certificates for Shares held for more than six (6)
months or by a combination of cash and Shares. If all or any part of
the payment is in the form of certificates for Shares, such
certificates shall be duly endorsed in blank, and the Shares shall be
valued based on their Market Value on the date of exercise. No
fractional Shares shall be issued.
(b) No Shares shall be issued until full payment therefor has
been made, and Employee shall have none of the rights of a stockholder
in respect of such Shares until they are so issued.
(c) Notwithstanding anything to the contrary contained herein,
if the exercise of this Option results in ownership of 25% or more of
the outstanding Shares, then this Option may not be exercised without
the prior consent of the appropriate regulatory authorities, including,
but not limited to, the Federal Deposit Insurance Corporation, the
Federal Reserve, and the State of Ohio Division of Financial
Institutions, if such consent is necessary under applicable law.
6. Nontransferability. The Option shall not be transferable other than
by: (a) will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Employee, only by him or in the event of
death, his Successor, or in the event of disability, his personal
representative, or (b) pursuant to
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a qualified domestic relation order, as defined in the Code or the Employee
Retirement Income Security Act (ERISA).
7. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee shall be terminated (otherwise than by reason of death or disability),
the Option may be exercised by the Employee (to the extent that he shall have
been entitled to do so at the termination of his or her employment) at any time
within three (3) months after such termination. So long as the Employee shall
continue to be an employee of the Company or one or more of its Subsidiaries,
the Option shall not be affected by any change of duties or position. Nothing in
this Option Agreement shall confer upon the Employee any right to continue in
the employ of the Company or any of its Subsidiaries or interfere in any way
with the right of the Company or any such Subsidiary to terminate his employment
at any time. Anything herein contained to the contrary notwithstanding, in the
event of any termination of the Employee's employment for cause, the Option, to
the extent not theretofore exercised, shall forthwith terminate.
8. DEATH OF EMPLOYEE. If the Employee shall die while he shall be
employed by the Company or one or more of its Subsidiaries or within three (3)
months after the termination of his employment, the Option may be exercised in
full by his Successor at any time within one (1) year after the Employee's
death, but not beyond the original term of the Option; provided, however, that
following the death of the Employee, the Committee may, as an alternative means
of settlement of the Option, elect to pay to the person to whom the Option is
transferred by will or by the laws of descent and distribution, or pursuant to a
qualified domestic relations order (as defined in the Code or Title I of ERISA
or the rules thereunder), the amount by which the Market Value per Share on the
date of exercise of the Option exceeds the exercise price of the Option,
multiplied by the number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered an exercise of
such Option for all purposes of the Plan.
9. DISABILITY OF EMPLOYEE. If the employment of the Employee shall
terminate on account of his having become "disabled", as defined in Section
22(e)(3) of the Code, the Option may be exercised in full at the termination of
his employment on account of his becoming disabled or at any time within three
(3) months after the date on which his employment terminated, but not beyond the
original term of the Option.
10. Taxes.
(a) The Company shall have the right to require the Employee
or any other person entitled to receive Shares pursuant to the exercise
of an Option under the Plan to pay the Company the amount of any taxes
which the Company is or will be required to withhold, if any, with
respect to such Shares before the certificates for such Shares is
delivered pursuant to the Option. Furthermore, the Company may elect to
deduct such taxes from any other amounts then payable in cash or in
shares or from any other amounts payable any time thereafter in cash to
the Employee.
(b) If the Employee is subject to Section 16(b) of the
Securities and Exchange Act of 1934 on the date of exercise, he may
satisfy his tax liability with respect to the exercise of an Option by
having the Company withhold Shares otherwise issuable upon exercise of
the Option, if the Employee makes an election to do so which satisfies
the requirements of Rule 16b-3.
11. CHANGES IN CAPITAL STRUCTURE. In the event of any change in the
outstanding Shares by reason of any reorganization, recapitalization, stock
split, stock dividend, combination or exchange of shares, merger, consolidation
or any change in the corporate structure or Shares of the Company, the number,
class and exercise price of Shares subject to this Option shall be appropriately
adjusted by the Committee. The foregoing adjustment and the manner of
application of this provision shall be determined by the Committee in its sole
discretion, and such determination shall be conclusive. Any such adjustment may
provide for the elimination of any fractional Share that might otherwise become
subject to this Option.
12. SECURITIES LAW COMPLIANCE. The Option may not be exercised and the
delivery of certificates for Shares pursuant to the exercise of this Option may
be postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any applicable requirements of any federal,
state or local law or regulation or any administrative or quasi-administrative
requirement applicable to the sale, issuance,
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distribution or delivery of such Shares. The Committee may, in its sole
discretion, require the Employee to furnish the Company with appropriate
representations and a written investment letter prior to the exercise of the
Option and the delivery of any Shares pursuant to the Option.
13. INCORPORATION OF PROVISIONS OF THE PLAN. All of the provisions of
the Plan and any amendments thereto, pursuant to which this Option is granted,
are hereby incorporated by reference and made as part hereof as if specifically
set forth herein, and to the extent of any conflict between this Option
Agreement and the terms contained in the aforesaid Plan, the Plan shall control.
To the extent any capitalized terms are not otherwise defined herein, they shall
have the meaning set forth in the Plan.
14. SUCCESSORS AND ASSIGNS. This Option Agreement shall be binding upon
and inure to the benefit of the Company's successors and assigns and the
Employee's permitted successors and assigns.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
duly executed by its officer thereunto duly authorized, and the Employee has
hereunto set his hand, all as of the day and year first above written.
GLB BANCORP, INC.
By:
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Employee
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