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Exhibit 10.9
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT,
entered into as of the Grant Date (as defined in Section 1),
by and between the Participant and Intervest Bancshares Corporation
(the “Company”);
WITNESSETH
THAT:
WHEREAS, the
Company maintains the Intervest Bancshares Corporation Long-Term
Incentive Plan (the “Plan”), which is incorporated into
and forms a part of this Agreement, and the Participant has been
selected by the committee administering the Plan (the
“Committee”) to receive a Non-Qualified Stock Option
Award under the Plan;
NOW, THEREFORE, IT
IS AGREED, by and between the Company and the Participant, as
follows:
1. Terms of
Award . The following terms used in this Agreement shall have
the meanings set forth in this Section 1:
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(c)
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The number
of “Covered Shares” is
shares of Class A Common Stock
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(d)
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The
Exercise Price is $
per share.
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Other terms used in this
Agreement are defined in Section 8 or elsewhere in this
Agreement.
2. Award and
Exercise Price The Participant is hereby granted an option (the
“Option”) to purchase the number of Covered Shares of
Stock at the Exercise Price per share as set forth in
Section 1. The Option is not intended to qualify as an
“Incentive Stock Option,” as defined in the Plan and in
Section 422(b) of the Code.
3. Date of
Exercise The Option shall become exercisable with respect
to:
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(a)
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One Third
of the Covered Shares as of the Grant Date; and
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(b)
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One Third
of the Covered Shares as of the end of each of the first and second
anniversary of the Grant Date.
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The Option shall not become
exercisable in accordance with the foregoing schedule as of any
date subsequent to the Participant’s Date of Termination (as
herein defined). Exercisability under this schedule is cumulative,
and after the Option becomes exercisable under the schedule with
respect to any portion of the Covered Shares, it shall continue to
be exercisable with respect to that portion of
the Covered Shares until the
Option expires. Notwithstanding the foregoing provisions of this
Section 3, the Option shall become immediately exercisable
with respect to all of the Covered Shares (e.g., 100%
vested) upon the date of a Change in Control, if the
Participant’s Date of Termination does not occur before the
Change in Control.
4.
Expiration . The Option, to the extent not theretofore
exercised, shall not be exercisable on or after the Expiration
Date. The “Expiration Date” shall be earliest to
occur of:
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(a)
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the
ten-year anniversary of the Grant Date;
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(b)
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if the
Participant’s Date of Termination occurs by reason of
Disability or death, the one-year anniversary of such Date of
Termination;
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(c)
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If the
Participant’s Date of Termination occurs for reasons other
than death or Disability, ninety (90) days after the Date of
Termination.
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In the event of the
Participant’s death while in the employ of the Company, the
Participant’s executors or administrators (or the person or
persons to whom the Participant’s rights under the Option
shall have passed by the Participant’s will or by the laws of
descent and distribution) may exercise, any unexercised portion of
the Option.
Any Option exercised
subsequent to the Participant’s Date of Termination as
permitted hereunder shall be exercisable only to the extent vested
at the time of the Participant’s Date of Termination,
regardless of the reason for the termination, and no extension of
time beyond the Participant’s Date of Termination shall
permit exercise beyond the date such Option would otherwise expire
if no termination had occurred.
5. Method of
Option Exercise . The Option may be exercised in whole or in
part by filing a written notice with the Secretary of the Company
at its corporate headquarters prior to the Expiration Date. Such
notice shall (a) specify the number of shares of Stock which
the Participant elects to purchase; provided, however, that not
less than ten (10) shares of Stock may be purchased at any one
time unless the number purchased is the total number of shares
available for purchase at that time under the Option, and
(b) be accompanied by payment of the Exercise Price for such
shares of Stock indicated by the Participant’s election.
Payment shall be by cash or by check payable to the Company, or, at
the discretion of the Committee at any time: (a) all or a
portion of the Exercise Price may be paid by the Participant by
delivery of shares of Stock acceptable to the Committee (including,
if the Committee so approves, the withholding of shares otherwise
issuable upon exercise of the Option) and havin
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