Exhibit 10.2
FORM OF
NON-QUALIFIED STOCK OPTION
AGREEMENT
FOR EMPLOYEES
UNDER THE BOSTON PRIVATE
FINANCIAL HOLDINGS, INC.
2009 STOCK OPTION AND INCENTIVE
PLAN
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Name of Optionee:
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No. of Option Shares:
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Option Exercise Price per Share:
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$
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Grant Date:
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Expiration Date:
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Pursuant to the Boston Private
Financial Holdings, Inc. 2009 Stock Option and Incentive Plan as
amended through the date hereof (the “Plan”), Boston
Private Financial Holdings, Inc. (the “Company”) hereby
grants to the Optionee named above an option (the “Stock
Option”) to purchase on or prior to the Expiration Date
specified above all or part of the number of shares of Common
Stock, par value $1.00 per share (the “Stock”) of the
Company specified above at the Option Exercise Price per Share
specified above subject to the terms and conditions set forth
herein and in the Plan. This Stock Option is not intended to be an
“incentive stock option” under Section 422 of the
Internal Revenue Code of 1986, as amended.
1. Exercisability Schedule .
No portion of this Stock Option may be exercised until such portion
shall have become exercisable. Except as set forth below, and
subject to the discretion of the Administrator (as defined in
Section 2 of the Plan) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with
respect to the following number of Option Shares on the dates
indicated, so long as the Optionee remains an employee of the
Company or a Subsidiary through each such date:
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Incremental Number
of
Option Shares
Exercisable
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Exercisability Date
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______________________
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______________________
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______________________
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______________________
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______________________
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______________________
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______________________
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______________________
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Notwithstanding the foregoing, in
the event of (i) the termination of the Optionee’s
service as an employee of the Company or a Subsidiary because of
the Optionee’s death, disability or Retirement, or
(ii) a Change of Control of the Company as defined in
Section 19 of the Plan, this Stock Option shall become
immediately exercisable in full, whether or not exercisable at such
time. Once exercisable, this Stock Option shall continue to be
exercisable at any time or times prior to the close of business on
the Expiration Date, subject to the provisions hereof and of the
Plan.
2. Manner of Exercise
.
(a) The Optionee may exercise this
Stock Option only in the following manner: from time to time on or
prior to the Expiration Date of this Stock Option, the Optionee may
give written notice to the Administrator of his or her election to
purchase some or all of the Option Shares purchasable at the time
of such notice. This notice shall specify the number of Option
Shares to be purchased.
Payment of the purchase price for
the Option Shares may be made by one or more of the following
methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) through the
delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are
beneficially owned by the Optionee and are not then subject to any
restrictions under any Company plan and that otherwise satisfy any
holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company cash or a check payable
and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option
purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of
indemnity and other agreements as the Administrator shall prescribe
as a condition of such
