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<PAGE> 1
EXHIBIT 10.4: FORM OF NON-STATUTORY STOCK OPTION AWARD
AGREEMENT
<PAGE> 2
FORM OF
NON-STATUTORY STOCK OPTION AWARD AGREEMEN FOR THE
SUGAR CREEK FINANCIAL CORP. 2007 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the
"Participant")
by Sugar Creek Financial Corp. (the "Company") as of _________ (the
"Grant
Date"), the date the Compensation Committee of the Board of
Directors (the
"Committee") granted the Participant the right and option to
purchase Shares
pursuant to the Sugar Creek Financial Corp. 2007 Equity Incentive
Plan (the
"2007 Plan"), subject to the terms and conditions of the 2007 Plan
and this
Award Agreement:
1.
OPTION GRANT:
You have been granted a
NON-STATUTORY STOCK OPTION (referred
to in this Agreement as your
"Option"). Your Option is NOT
intended to qualify as an "incentive
stock option" under Section 422 of
the Internal Revenue Code of 1986,
as amended.
2.
NUMBER OF SHARES
SUBJECT TO YOUR OPTION: ________ shares of Common
Stock
("Shares"), subject to adjustment as
may be necessary pursuant to Article
10 of the 2007 Plan.
3.
GRANT DATE:
________
4.
EXERCISE PRICE:
You may purchase Shares covered by
your Option at a price of $______
per share.
Unless sooner vested in accordance with Section 2 of the Terms
and
Conditions (attached hereto) or otherwise in the discretion of the
Committee,
the Options shall vest (become exercisable) in accordance with the
following
schedule:
<TABLE>
<CAPTION>
Continuous
Status
as a
Participant
Percentage of Option
Number of Shares
after
Grant Date
Vested
Available for Exercise Vesting Date
<S>
<C>
Less than
1 year
0%
1
year
20%
2
years
40%
3
years
60%
4
years
80%
5
years
100%
</TABLE>
IN WITNESS WHEREOF, Sugar Creek Financial Corp., acting by and
through
the Committee, has caused this Award Agreement to be executed as of
the Grant
Date set forth above.
SUGAR CREEK FINANCIAL CORP.
By:
---------------------------------------
On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:
--------------------------
[Name]
--------------------------
Date
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TERMS AND CONDITIONS
1.
GRANT OF OPTION. The Grant Date, Exercise Price and number of
Shares
subject to your Option are stated on page 1 of this Award
Agreement.
Capitalized terms used herein and not otherwise defined shall have
the
meanings assigned to such terms in the 2007 Plan.
2.
VESTING OF OPTIONS. The Option shall vest (become exercisable)
in
accordance with the vesting schedule shown on page 1 of this
Award
Agreement. Notwithstanding the vesting schedule on page 1, the
Option
will also vest and become exercisable:
(a) Upon your
death or Disability during your Continuous Status as
a Participant; or
(b) Upon a
Change in Control (as defined in the 2007 Plan).
3. TERM
OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of
the
Option will be for a period of ten (10) years, expiring at 5:00
p.m.,
Eastern Time, on the tenth anniversary of the Grant Date (the
"Expiration Date"). To the extent not previously exercised, the
vested
portion of your Option will lapse prior to the Expiration Date upon
the
earliest to occur of the following circumstances:
(a) Three (3)
months after the termination of your Continuous
Status as a Participant for any reason other than your death
or Disability.
(b) Twelve
(12) months after termination of your Continuous Status
as a Participant by reason of Disability.
(c) Twelve
(12) months after the date of your death, if you die
while employed, or during the three-month period described in
subsection (a) above or during the twelve-month period
described in subsection (b) above and before the Option would
otherwise lapse. Upon your death, your beneficiary (designated
pursuant t
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