Exhibit
10.1
SAMPLE
Exchange Agreement
Whereas, B of I Holding, Inc.
(Company) has issued non-qualified stock options to Director on
August 13, 1999 under its 1999 Amended and Restated Stock
Option Plan (1999 Plan) ;
Whereas, the administers of the 1999
Plan and the 2004 Stock Incentive Plan (2004 Plan) find it is in
the best interest of the Company to facilitate the conversion of
fully vested, in-the-money stock options into Company common shares
for the undersigned Director;
Whereas, the Company’s 2004
Plan provides for the fair value exchange of stock option shares
for restricted stock shares and the net settlement of income tax
obligations;
Therefore, by execution of this
Exchange Agreement, the Company is offering the Director the right
to exchange all of his stock options detailed in Exhibit A for a
smaller number of fully vested restricted stock of the Company
based upon the fair value of the Company’s common stock on a
future date (Exchange Date), subject to the following restrictions.
The right to exchange the stock options will expire on
August 13, 2009. The fair value of the Company’s common
stock and the fair value of the stock options shall be measured
based upon the closing price of the Company’s common stock on
the Exchange Date. Such Exchange Date must be selected by the
Director on or before the Exchange Date has occurred. If the
Director elects to exchange his stock options for restricted stock,
all stock option shares must be exchanged (no partial exchange).
The selection of an Exchange Date is subject to the Company’s
trading blackout policy. Nothing in this Exchange Agreement is
intended to extend the life of the non-qualified stock options
subject to this exchange offer and failure to provide notice of
exchange or payment for exercise stock option shares before
expiration will result in no issuance of the Company’s common
stock to the Director.
Exhibit A provides the election
for
