Exhibit 10.1
TOWER BANCORP,
INC.
1995 NON-QUALIFIED STOCK
OPTION PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
By this Agreement, dated as of
(the “Date of Grant”), pursuant to the Tower Bancorp,
Inc. 1995 Stock Option Plan (the “Plan”), Tower
Bancorp, Inc. (the “Corporation”) grants and gives to
, an adult individual (the “Recipient”), the option and
right, but not the obligation, to purchase from the Corporation up
to
shares of its common stock at the purchase price of
$
for each such share (the “Option Price”), under and
subject to the terms and provisions set forth in this Agreement and
the Plan (the “Option”). The Option Price is intended
to be 100% of the fair market value of a share of the Corporation
common stock as of the Date of Grant as determined in accordance
with the Plan. It is intended that the Option granted by this
Agreement is and shall be a Non-Qualified Option as defined in the
Plan.
The term of this Option shall be ten
(10) years from the Date of Grant. Subject to the other
provisions of this Agreement and the Plan, the Option hereby
granted shall vest and become and be exercisable in accordance with
the following schedule:
.
Notwithstanding anything to the contrary, including the foregoing
vesting schedule, this Option shall vest and become 100%
exercisable upon a Change of Control (as defined below) and as
otherwise provided herein or in the Plan.
The Option granted by this Agreement
shall be exercisable during the lifetime of the Recipient only by
the Recipient and shall not be salable, transferable, or assignable
by the Recipient except by his or her will or pursuant to
applicable laws of descent and distribution and pursuant to terms
of said Plan. Except as otherwise provided in this Agreement or in
the Plan, this Option may only be exercised while the Recipient is
an employee of the Corporation or a Subsidiary of the Corporation.
In the event of Recipient’s termination of employment for any
reason other than death, Disability or Retirement or following a
Change of Control (as such terms are defined below), this Option
shall be exercisable only as to those shares that were immediately
purchasable on the date of termination and only for a period of
twelve (12) months following termination. If the
Recipient’s termination of employment is due to death,
Disability or Retirement or following a Change of Control, all
Options granted to such Recipient hereby shall vest and become
immediately exercisable upon such event and shall be thereafter
exercisable by the Recipient or the Recipient’s legal
representative or beneficiaries, as applicable, for a period of one
(1) year following the date of such event, provided that in no
circumstance shall the period extend beyond the expiration of the
option term set forth above. For purposes hereof: (i) the term
“Disability” or “Disabled” shall mean any
physical or mental impairment which qualifies an individual for
disability benefits under the applicable long-term disability plan
maintained by the Corporation or its subsidiaries, or, if no such
plan applies, which would qualify such individual for disability
benefits under the long-term disability plan maintained by the
Corporation or its subsidiaries, if such individual were covered by
that plan, or, if no such plan exists, as
determined in good faith by the Committee;
(ii) “Retirement” or “Retired” shall
mean a termination of employment which constitutes a
“retirement”, whether normal or otherwise, under any
applicable qualified pension benefit plan maintained by the
Corporation or its subsidiaries, or, if no such plan is applicable,
which would constitute “retirement”, as determined by
the Committee, in its sole discretion; and (iii) “Change
of Control” shall mean any of the following: (A) the
occurrence of, or execution of an agreement providing for a merger,
consolidation, division or other fundamental transaction
involvi
