EXHIBIT 10.3
TD BANKNORTH INC.
NONQUALIFIED STOCK OPTION AGREEMENT
2003 EQUITY INCENTIVE PLAN
TD
BANKNORTH INC. (the “Company”), granted to ___(the
“Optionee”), effective ___ ___, ___(the “Grant
Date”), an option (the “Option”), to purchase an
aggregate of ___shares of the Company’s Common Stock, $0.01
par value (“Shares” of “Stock”), at a price
of $ per share. The Shares subject to the Option are
sometimes referred to as the “Option Shares.” The
Option was granted pursuant to the Company’s 2003 Equity
Incentive Plan (the “Plan), and is subject to the terms and
conditions of this Agreement and of the Plan. Capitalized terms not
separately defined herein shall be defined as provided in the Plan.
This option is not intended to be an Incentive Stock Option as
described in Section 422 of the Internal Revenue Code of 1986
as amended (the “Code”).
|
2.
|
BASIC TERMS OF
OPTION:
|
|
|
(a)
|
Term: This Option shall extend from
the Grant Date until the date immediately preceding the tenth
anniversary of the Grant Date (the “Expiration Date”),
provided that this Option shall only be exercisable as permitted in
Section 2(b) below.
|
|
|
|
|
(b)
|
Schedule of Exercisability: Except
as otherwise specifically provided in this Agreement, this Option
shall become exercisable pursuant to the following
schedule:
|
|
|
|
|
|
|
|
|
|
|
Years of Continuous
|
|
|
Percentage of the Option
Shares
|
|
Employment with the
Company
|
|
|
for which the
|
|
or an Affiliate after the Grant
Date
|
|
|
Option may be Exercised
|
|
|
|
|
|
Grant Date
until the day before the first anniversary of the Grant
Date
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
First
anniversary of the Grant Date until the day before the second
anniversary of the Grant Date
|
|
|
|
33
|
%
|
|
|
|
|
|
|
|
Second
anniversary of the Grant Date until the day before the third
anniversary of the Grant Date
|
|
|
|
67
|
%
|
|
|
|
|
|
|
|
Third
anniversary of the Grant Date and thereafter
|
|
|
|
100
|
%
|
1
For
all purposes of this Option, (i) “employment” shall be
defined in accordance with the provisions of Treasury Regulations
Section 1.421-7(h) (or any successor regulations); and
(ii) if this Option shall be assumed or a new option
substituted therefore in a transaction to which Section 424 of
the Code applies, employment by such assuming or substituted
corporation (hereinafter called the “Successor
Corporation”) shall be considered for all purposes of this
Option to be employment by the Company or an Affiliate of the
Company, as the case may be. The Company and its Affiliates are
referred to collectively as the “Group.” The Option
shall in all events expire on the Expiration Date (unless sooner
exercised or terminated) and may not be exercised at any time
thereafter.
|
|
(c)
|
Exercise Following Termination of
Employment :
|
|
|
(i)
|
If
the Optionee ceases to be an employee of the Group on account of
death, Disability or Early Retirement (as those terms are defined
below), then (A) the Option, to the extent it has not yet
become exercisable, shall become exercisable, and (B) the
Option shall remain exercisable until the earlier of the first
anniversary of the date the Optionee’s employment terminates
or the Expiration Date, and shall then expire.
|
|
|
|
|
|
For
purposes of this Agreement, “Disability” means that the
Optionee: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than
12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an
accident and health plan covering employees of the Company. For
purposes of this Agreement, “Early Retirement” means
voluntary termination of employment after (A) the Optionee has
attained age 55 and (B) either (1) has become eligible for a
fully vested benefit under the Company’s Retirement Plan, as
amended (the “Retirement Plan”), or (2) if at the
time of retirement, the Optionee was employed by an Affiliate that
is not an “Employer” as defined in the Retirement Plan,
would have become so eligible if his or her Affiliate employer were
an “Employer” as defined in the Retirement
Plan.
|
|
|
|
|
|
|
(ii)
|
If
the Optionee ceases to be an employee of the Group on account of
Retirement (as defined below), then (A) the Option, to the
extent it has not yet become exercisable, shall become exercisable,
and (B) the Option shall remain exercisable until the earlier
of the third anniversary of the date the Optionee’s
employment terminates or the Expiration Date, and shall then
expire.
|
|
|
2
|
|
|
For
purposes of this Agreement, “Retirement” means
voluntary termination of employment with the Group after the
Optionee has (A) attained age 65 and (B) either (1) has
become eligible for a fully vested benefit under the Retirement
Plan, or (2) if at the time of retirement, the Optionee was
employed by an Affiliate that is not an “Employer” as
defined in the Retirement Plan, would have become so eligible if
his or her Affiliate employer were an “Employer” as
defined in the Retirement Plan.
|
|
|
|
|
(iii)
|
If
the Optionee ceases to be an employee of the Group for any reason
other than death, Disability, Early Retirement or Retirement, the
Option, to the extent not then exercisable, shall expire
immediately upon such termination, and, to the extent exercisable,
shall remain exercisable for ninety (90) days after such
termination (but not beyond the Expir
|
|
