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EXHIBIT 10.6
EMPIRE STATE BANK, N.A.
2004 STOCK OPTION PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
(OUTSIDE DIRECTOR)
A.
Stock
options (“Options”) for a total of 5,000 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 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 be fully vested on the date of
grant.
D.
If
you terminate service with the Association for any reason other
than Disability, death, 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 service 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 service. 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
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