EXHIBIT 10.20
FORM OF STOCK OPTION
AGREEMENT
Valley
Financial Corporation
Incentive
Stock Option Agreement
THIS AGREEMENT is between Valley
Financial Corporation (the “Company”) and __________
(the “Optionee”), and is dated as of December 30, 2008
(the “Date of Grant”).
The Company hereby grants the
Optionee an option to purchase Shares of the Stock of the Company,
subject to the terms and conditions of this Agreement.
The grant of this option is made
pursuant to the Valley Financial Corporation 2005 Key Employee
Equity Award Plan (the “Plan”), a copy of which has
been provided to the Optionee, receipt of which is hereby
acknowledged. The terms of the Plan are incorporated into this
Agreement by reference. In the case of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.
Any term used in this Agreement that is defined in the Plan shall
have the same meaning given to that term in the Plan.
1.
Grant of Option . The Company grants the Optionee an
Incentive Stock Option (the “Option”) to purchase from
the Company _____ Shares at $ 6.00 per Share (the
“Exercise Price”). The Exercise Price is not less than
100% of the Fair Market Value per Share on the Date of Grant. The
Option is intended to be a stock option that receives special tax
treatment under Section 422 of the Internal Revenue Code (the
“Code”).
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2.
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Entitlement to Exercise
Option .
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(a) The
Optionee will become vested in and entitled to exercise the Option
as follows:
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Vesting Date
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Number of Shares
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Total Vested
Shares
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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This Option shall not vest as to any
Shares if Optionee is not an employee of the Company on the
respective Vesting Date.
(b) Except
as otherwise stated in this paragraph, the Option may be exercised
to the extent it is vested only while the Optionee is employed by
the Company.
(i) If
the Optionee retires or ceases to be employed by the Company for
any reason other than his or her death or Permanent and Total
Disability and at a time when all or a portion of this Option was
vested and exercisable pursuant to paragraph (a) above, the
Optionee may exercise any or all of his vested Option within three
months after he or she terminates employment. “Permanent and
Total Disability” means the Optionee is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months. The Board of
Directors of the Company, in its sole discretion, will determine
whether Optionee is Disabled based on medical evidence and
Optionee’s eligibility for benefits under the long-term
disability plan maintained by the
