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FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

Option Agreement

FORM 
OF
NONQUALIFIED STOCK OPTION AGREEMENT | Document Parties: MT Bank Corporation You are currently viewing:
This Option Agreement involves

MT Bank Corporation

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Title: FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Date: 8/10/2005

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EXHIBIT 4.3
FORM
OF
NONQUALIFIED STOCK OPTION AGREEMENT

 


 
M&T BANK CORPORATION
2005 INCENTIVE COMPENSATION PLAN
* * *
NONQUALIFIED STOCK OPTION AGREEMENT
OPTIONEE:
DATE OF GRANT:
EXERCISE PRICE:
COVERED SHARES:
M&T Bank Corporation (the “Company”) hereby grants to the Optionee a Nonqualified Stock Option to purchase from the Company that number of shares of Common Stock equal to the Covered Shares, exercisable at the Exercise Price. This grant is made pursuant to the M&T Bank Corporation 2005 Incentive Compensation Plan (the “Plan”) and is subject to the terms and conditions of the Plan and is subject further to the terms and conditions of this Agreement. As used herein, the term “Agreement” shall mean, collectively, this cover page and the related Terms and Conditions of Nonqualified Stock Option delivered to the Optionee with this cover page. Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan. A copy of the Plan can be viewed and downloaded from the Company’s Intranet under the Human Resources page or will be provided to you upon your request.
The exercise of the Option is subject to the following vesting schedule, which may be accelerated under the circumstances described in Paragraph 3(c) of the Terms and Conditions of Nonqualified Stock Option:
    No part of the Option may be exercised prior to                                           , 200        [ generally 1 year from the Date of Grant ];
 
    On or after                                           , 200        [ generally 1 year from the Date of Grant ], the Option may be exercised as to                      of the Covered Shares [ generally 10% of the Covered Shares ];
 
    On or after                                           , 200        [ generally 2 years from the Date of Grant ], the Option may be exercised as to an additional                      of the Covered Shares [ generally 20% of the Covered Shares ];
 
    On or after                                           , 200        [ generally 3 years from the Date of Grant ], the Option may be exercised as to an additional                      of the Covered Shares [ generally 30% of the Covered Shares ]; and
 
    On or after                      , 200        [ generally 4 years from the Date of Grant ], the Option may be exercised as to the remaining                      of the Covered Shares [ generally 40% of the Covered Shares ].
In order to exercise the Option, you should refer to the EquiServe brochure which describes the procedures you must follow to exercise the Option and other important matters. EquiServe is the current Third Party Administrator. If the Company changes the Third Party Administrator or if the EquiServe brochure becomes outdated, you will be notified of any changes. The most current EquiServe brochure can be viewed and downloaded from the Company’s Intranet under the Human Resources page or will be provided to you upon your request.
     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf effective as of the Date of Grant.
         
 
       
ATTEST:
  M&T BANK CORPORATION    
 
       
 
  By:    
 
       
 
       
Accepted and agreed to as of the Date of the Grant:    
 
       
 
Optionee
       

 


 
M&T BANK CORPORATION
2005 INCENTIVE COMPENSATION PLAN
* * *
TERMS AND CONDITIONS
OF
NONQUALIFIED STOCK OPTION
     1.  Definitions . In this Agreement, except where the context otherwise indicates, the following definitions apply. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.
          (a) “Covered Shares” means the shares of Common Stock subject to the Option set forth as the “Covered Shares” on the cover page of this Agreement.
          (b) “Date of Expiration” means the date on which the Option shall expire which shall be the earliest of the following times:
               (i) upon termination of the Optionee’s employment or service with the Company or an Affiliate for Cause.
               (ii) 30 days after termination of the Optionee’s employment or service with the Company or an Affiliate by reason of the Optionee’s Resignation;
               (iii) 90 days after termination of the Optionee’s employment or service with the Company or an Affiliate for any reason, including Retirement, except Cause, Resignation, death or Disability;
               (iv) one year after termination of the Optionee’s employment or service with the Company or an Affiliate by reason of death or Disability; or
               (v) ten years and one day after the Date of Grant.
          (c) “Date of Grant” means the date set forth as the “Date of Grant” on the cover page of this Agreement.
          (d) “Exercise Price” means the dollar amount per share of Common Stock set forth as the “Exercise Price” on the cover page of this Agreement.
          (e) “Option” means the nonqualified stock option granted to the Optionee on the cover page of this Agreement.
          (f) “Optionee” means the person identified as the “Optionee” on the cover page of this Agreement.

 


 
          (g) “Third Party Administrator” means the entity to which the Committee has delegated its authority to administer the exercise of stock options granted under the Plan.
     2.  Grant of Option . The Option granted hereby is granted in accordance with the cover page of this Agreement.
     3.  Terms of the Option .
          (a) Type of Option . The Option is intended to be a nonqualified stock option, and is not an incentive stock option within the meaning of section 422 of the Code.
          (b) Option Period . During the period commencing on the Date

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