EXHIBIT 10.4
UNITED BANCORP, INC.
STOCK OPTION PLAN
AWARD AGREEMENT
THIS AGREEMENT is made as of the Grant Date
set forth below by and between United Bancorp, Inc. (the
"Company"), and the undersigned participant ("Participant").
WHEREAS, Participant is a valuable and trusted
employee or director of the Company; and
WHEREAS, in consideration of the Participant's
valuable contributions to the Company, the Company wishes to grant
the Participant an option to purchase shares (the "Shares") of the
Company's common stock, no par value per share ("Common Stock"),
pursuant to and in accordance with the Company's 2005 Stock Option
Plan (the "Plan").
Capitalized terms used herein shall have the
meanings assigned to them in the Plan, unless the context otherwise
requires or unless otherwise defined herein.
Pursuant and subject to the provisions of the
Plan, the Company hereby grants to Participant the right,
privilege, and option to purchase the number of its Shares at the
exercise price per share set forth below:
Exercise Price Per Share:
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Time of Exercise of Option
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This Option shall
become exercisable in accordance with the following vesting
schedule:
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Number of Years Elapsed From Date of Grant
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Vesting %
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1
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2
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3
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The Option may be exercised in whole or in
part until the termination thereof pursuant to this Agreement or
the provisions of the Plan.
The Option shall be exercised by delivery of
written notice of exercise to the President of the Company (or his
designee) at the Company's principal place of business, and the
receipt of an acknowledgement of delivery from the President (or
his designee), setting forth the number of Shares with respect to
which the Option granted hereunder is to be exercised, accompanied
by (a) a certified or cashier's check or (b) Shares, or a surrender
of Options for Shares, having an aggregate Fair Market Value at the
time of exercise equal to the aggregate exercise price, or any
combination thereof, in full payment of the aggregate exercise
price for the number of Shares specified. For purposes of the
preceding sentence, the Fair Market Value of an Option for Shares
shall be the excess of the aggregate Fair Market Value of the
Shares to which the option relates over the exercise price per
share, times the number of Shares to which the option relates. As
soon as practicable after receipt of the notice of exercise and
full payment for the Shares purchased, the Company shall deliver
certificates representing such shares, provided that if any law or
regulation requires the Company to take any action with respect to
the Shares specified in such notice before issuance thereof, then
the date of delivery of such Shares shall be extended for the
period necessary to take such action.
Pursuant and subject to the provisions of the
Plan, the Option granted hereunder shall expire upon the earlier
of:
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The expiration of ten (10) years from the
Grant Date; or
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The expiration of one (1) year from the date
of Participant's termination of employment with the Company by
reason of death or total disability; or
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The expiration of three (3) years from the
date of Participant's termination of employment with the Company by
reason of retirement after age 65 for an employee, or age 70 for a
Director; or
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The expiration of three (3) months from the
date of Participant's termination of employment with the Company
for a reason other than Participant's retirement after age 65 for
an employee or age 70 for a Director, death or disability; or
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The breach by the Participant of his/her
obligations under the provisions of the Confidential Information
set forth in paragraph 6 of this Agreement or the provisions of the
Nonsolicitation of Employees and Customers as set forth in
paragraph 7 of this Agreement.
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The Contract’s confidentiality
provisions are a material part of the consideration relied upon by
UBI in entering into this Contract. In connection with
Employee’s employment with UBI, Employee will have access to
information or materials of UBI and/or its subsidiaries that are
considered trade secret, confidential and/or proprietary
(“Confidential Information”).
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Confidential Information includes but is not
limited to information, documents and material:
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