Fill and Sign the Stock Option Agreement Form

Stock-Option Agreement between Corporation and Officer or Key Employee Stock - Option Agreement made this _____________________ (date), between _____________________ (Name of Corporation) , a Corporation organized under the laws of _____________________ (name of state) , having its principal office at _________________________________________ (street address, city, county, state, zip code) , referred to herein as Corporation , and _____________________ (Name of Employee) , of _________________________________________ (street address, city, county, state, zip code) , referred to herein as the Optionee; Whereas, the Board of Directors of Corporation has approved and adopted a Stock - Option Plan (the Plan ) that became effective on _____________________ (date) , on approval by the Shareholders; and Whereas, the Optionee desires to acquire this option, which is granted, pursuant to the Plan, to the Optionee as a key employee of the Corporation; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Grant. The Corporation irrevocably grants to the Optionee, as a matter of separate agreement and not in lieu of salary or any other compensation for services, the right and option (the option ) to purchase all or any part of an aggregate of _________ (number) shares of common stock of the Corporation on the terms and conditions set forth in this Agreement . The purchase price of the shares shall be the fair market value of the stock as of the date of this stock option . II. Duration. The option shall continue for a period of _________ (number) years from the date of this Agreement and, unless sooner terminated under the provisions of Section III, shall expire at the end of that period. III. Termination. A. If the employment of the Optionee should be terminated for any cause, other than the death of the Optionee, whether by reason of resignation or discharge or retirement, the option shall terminate _________ (number) months from the date on which the employment was terminated. B. The option shall terminate _________ (number) months from the date of the death of the Optionee, provided the Optionee at the time of death was in the employ of the Corporation. IV. Transfer. The option may not be transferred except by will or the laws of descent and distribution and may be exercised only by the Optionee during _________ ( his/her) lifetime. The option may not be assigned, transferred (except as noted in this Agreement ), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment, or similar process. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the option contrary to the provisions of this Agreement , and the levy of any attachment or similar process on the option, shall be null and void and without effect. V. When Exercisable. The option shall not be exercised unless and until the Optionee has been in the continuous employ of the Corporation for _________ (number) months from the date of this Agreement , provided, however, that in the event of the Optionee's death while in the employ of the Corporation or the Optionee's retirement under the Corporation's retirement plan within _________ (number) months from the date of this Agreement , the option shall become exercisable immediately on the date of _________ (his/her) death or retirement. VI. Death of Optionee. Subject to Sections II and III, in the event of the Optionee's death the option may be exercised by the legal representatives of the estate of the Optionee or by the person or persons to whom the Optionee's rights under the option shall pass by will or the laws of descent and distribution. VII. Total or Partial Exercise. The option may be exercised either at one time as to the total number of shares or from time to time as to any portion of the shares in units of (number) shares or multiples of the same. VIII. Notice of Exercise; Issuance of Certificates. Subject to the terms and conditions of this Agreement , the option may be exercised by written notice to the Corporation, at its principal office at _________________________________________ (street address, city, county, state, zip code) , to the attention of the Secretary. The notice shall state the election to exercise the option and the number of shares in respect of which it is being exercised, shall contain a representation and agreement by the person or persons so exercising the option that the shares are being purchased for investment and not with a view to the distribution or resale, and shall be signed by the person or persons so exercising the option. The notice shall be accompanied by a certified or bank cashier's check payable to the order of the Corporation for the full purchase price of the shares in respect of which the option is being exercised. The certificate or certificates representing the shares shall be issued and delivered by the Corporation as soon as practicable after receipt of the notice and payment. The certificate or certificates shall be registered in the name of the person or persons so exercising the option or, if the option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered to or on the written order of the person or persons exercising the option. If the option is being exercised pursuant to Section VI, by any person or persons other than the Optionee, the notice shall be accompanied by appropriate proof of the right of the person or persons to exercise the option. IX. Minimum Period of Employment. The Optionee agrees to remain and continue in (his/her) service as an employee of the Corporation for a period of at least _________ (number) months from the date of this Agreement , but at the pleasure of the Corporation and without restriction on the right of the Corporation to terminate the Optionee's employment at any time. X. Purchase for Investment Only. The Optionee represents and agrees, and each other person who, pursuant to Section VI, shall exercise the option in whole or in part shall be required to represent and agree at the time of exercise, that any and all shares of common stock purchased by him or her pursuant to the option will be purchased for investment and not with a view to distribution or resale. XI. Adjustment on Recapitalization. In the event of a merger, consolidation, reorganization, recapitalization, reclassification of stock, stock dividend, split-up, or other change in the corporate structure or capitalization of the Corporation affecting the Corporation's common stock as presently constituted, appropriate adjustments shall be made by the board of directors in the aggregate number and kind of shares subject to the Plan, the maximum number and kind of shares for which options may be granted in any calendar year, the maximum number and kind of shares for which options may be granted to any one employee, and the number and kind of shares and the price per share subject to outstanding options. XII. Registration of Shares. If, at any time, the stock - option committee shall determine in its discretion that the registration or qualification of the shares covered by the option under any state or federal law is necessary or desirable as a condition of or in connection with the delivery of the shares on the exercise of the option, the delivery of the shares shall be deferred until the registration or qualification has been effected. If the committee determines that registration or qualification of shares covered by an option is necessary or desirable, the Corporation shall, at its expense, take such action as may be required to effect the registration or qualification. WITNESS our signatures as of the day and date first above stated. _____________________ (Name of Corporation) ______________________ By__________________________ (Signature of Optionee) (Signature of Officer) _____________________ _____________________ (Printed Name of Optionee) (Printed Name and Title)