Exhibit 10.2
TOWER BANCORP,
INC.
GRAYSTONE FINANCIAL
CORP.
2007 STOCK INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
FOR EMPLOYEE
THIS STOCK OPTION
AGREEMENT (this
“Agreement”) dated as of
,
(the “Date
of Grant”), is delivered by Tower Bancorp, Inc. (the
“Company”), a Pennsylvania bank holding company, as
successor through merger to Graystone Financial Corp., to
(the “Grantee”), who is an employee of the Company or
one of its subsidiaries.
WITNESSETH
:
WHEREAS , the Board of Directors of Graystone Financial
Corp. adopted on March 27, 2007, with subsequent shareholder
approval on May 22, 2007, the Graystone Financial Corp. 2007
Stock Incentive Plan (the “Plan”);
WHEREAS , pursuant to the merger of Graystone Financial
Corp. with and into the Company, the Company assumed the Plan as of
March 31, 2009 and succeeded Graystone Financial Corp. as
sponsor of the Plan.
WHEREAS , the Plan permits the grant of nonqualified
stock options to purchase shares of the Company’s common
stock, no par value per share (“Company Stock”), to
designated Employees (as defined in the Plan), in accordance with
the terms and provisions of the Plan, including anti-dilution
adjustments; and
WHEREAS , the Grantee has been designated pursuant to
the Plan to receive a nonqualified stock option on the Date of
Grant specified above; and
WHEREAS , this Agreement is intended to fulfill the
requirement of the Plan that Grants (as defined in the Plan) under
the Plan shall be evidenced by a written instrument.
NOW, THEREFORE
, the Company intending to be
legally bound, hereby agrees as follows:
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1.
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GRANT OF
OPTION . Subject to
the terms and conditions hereinafter set forth and the terms and
conditions of the Plan, the Company grants to the Grantee, as of
the Date of Grant, a Nonqualified Stock Option (as defined in the
Plan) to purchase
( ) shares of
Company Stock at a price of
$ per share. Such
option is hereinafter referred to as this “Option” and
the price per share is referred to as the “option
price.” The option price is intended to be 100% of the Fair
Market Value of a share of Company Stock as of the Date of Grant,
as determined in accordance with the Plan. The number of shares of
Company Stock subject to this Option and the option price are
subject to adjustment under circumstances set forth in the
Plan.
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2.
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OPTION
TERM AND VESTING SCHEDULE .
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2.1 The term of this Option shall be
ten (10) years from the Date of Grant.
2.2 Unless vested earlier, by
acceleration or otherwise, this Option will vest 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 in the Plan) and
as otherwise provided in the Plan.
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3.
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EXERCISE . Except as otherwise provided below, this
Option may only be exercised while the Grantee is an Employee of
the Company. In the event of Grantee’s termination of
employment for any reason other than death, Disability or
Retirement (as such terms are defined in Section 5.6.4 of the
Plan) or following a Change of Control (as defined in
Section 9.1 of the Plan), this Option shall be exercisable
only as to those shares of Company Stock that were immediately
purchasable by the Grantee at the date of termination and only for
a period of three (3) months following termination; provided
that in no event shall the exercise period extend beyond the
expiration of the term of this Option. In the event of a
termination of a Grantee&r
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