M&T BANK CORPORATION
2005
INCENTIVE COMPENSATION PLAN
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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:
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No part of the Option may be exercised prior to
, 200 [ generally 1
year from the Date of Grant ]; |
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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
]; |
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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
]; |
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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 |
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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.
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ATTEST:
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M&T BANK CORPORATION |
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By: |
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| Accepted and agreed to as
of the Date of the Grant: |
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M&T BANK CORPORATION
2005
INCENTIVE COMPENSATION PLAN
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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
