|
EXHIBIT 10.5
EMPIRE STATE BANK, N.A.
2004 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
(EMPLOYEE)
A.
Stock
options (“Options”) for a total of _____ shares of Common
Stock, par value $5.00 per share, of Empire State Bank, N.A. (the
“Association”) are hereby granted to ____________ (the
“Participant”). The grant and terms of the
Options shall be subject in all respects to the Empire State Bank,
N.A. 2004 Stock Option Plan (the “Stock Option
Plan”).
B.
The
Option exercise price of the Common Stock is $10.50 per share, the
Fair Market Value (as defined in the Stock Option Plan) of the
Common Stock on October 19, 2004, the date of
grant.
C.
The
Options granted hereunder shall vest ratably in five (5)
approximately equal installments commencing on the first
anniversary of the date of grant, or on October 19, 2005, and
continuing each anniversary thereafter through October 19,
2009.
D.
If
you terminate employment with the Association for any reason other
than Disability, death, a Change in Control, or termination for
Cause, Options will be exercisable only as to those Options in
which you are vested at the time of such termination for a period
of up to three (3) months following such termination. If
you terminate employment with the Association due to Disability,
death, or a Change in Control, your Options, whether or not
exercisable at such time, will become exercisable by you (or your
legal representative or beneficiary) for five (5) years following
your cessation of employment. In no event will the
period of exercise extend beyond the expiration of the Option
term. If you are terminated for Cause, all rights under
this Agreement shall expire upon your termination.
E.
Options
may not be exercised if the issuance of shares of Common Stock of
the Association upon such exercise would constitute a violation of
any applicable federal or state securities or other law or
regulation. The Participant, as a condition to exercise
of the Options, shall represent to the Association that the shares
of Common Stock of the Association that he acquires pursuant to
such exercise are being acquired by such Participant for
investme
|
