<PAGE>
Exhibit 10.1
COMMUNITY SHORES BANK CORPORATION
2005 DIRECTOR STOCK OPTION PLAN
OPTION AGREEMENT
This Option Agreement (this "Agreement") dated _________, 200__
("Grant
Date") is between Community Shores Bank
Corporation, a Michigan corporation (the
"Company") and ________________________,
who is a non-employee director of the
Company (the "Optionee").
In consideration of the mutual covenants contained in this
Agreement,
the Company and the Optionee agree as
follows:
1.
STOCK OPTION
The Company, pursuant to the Community Shores Bank Corporation
2005
Director Stock Option Plan (the "Plan"),
grants to the Optionee an option (the
"Option") to purchase up to
____________________ (__________) shares of the
Company's common stock (the "Shares"), at
an option price per share of
_____________________________ Dollars and
_____________________ Cents ($__.__)
(the "Option Price"), subject to the terms
and conditions of this Agreement and
the Plan. Capitalized terms used in this
Agreement that are not defined in this
Agreement have the meanings given them in
the Plan.
2. ADDITIONAL
PROVISIONS
The Option is also subject to the following provisions:
a. Exercisability. During the term of the Option, the Option
may
be exercised and Shares may be purchased at any time and from time
to
time after the
execution of this Agreement, subject to the vesting
schedule set forth in Section 2(b) below. The Option shall not
be
exercised with respect to less than one hundred (100) Shares unless
the
remaining Shares covered by the Option are less than one hundred
(100)
and the Option is exercised with respect to all remaining shares.
The
Option Price shall be paid in full in cash, by check, bank draft,
money
order, or the delivery of shares as allowed by the Plan at the time
of
the delivery of the Shares. Shares acquired under this Agreement
are
referred to as the "Option Shares".
b. Vesting Schedule. On each date set forth below, the Option
will be vested with respect to the aggregate number of Shares set
forth
opposite such date if the Optionee is then serving as a director of
the
Company or of a Subsidiary:
<PAGE>
Date
Aggregate Number of Vested Shares
----
-------------
---------------------------Shares
-------------
---------------------------Shares
The Option shall only be exercisable to the extent that it is
vested.
c. Procedure for Exercise. Subject to the terms and conditions
of this Agreement and the Plan, the Option may be exercised at any
time
and from time to time prior to its termination by delivering
written
notice to the Secretary or Chief Financial Officer of the Company
as
provided in Section 6(d) of the Plan. The notice must specify the
number
of Shares to be purchased and refer to this Agreement.
3.
TRANSFERABILITY OF OPTION
This Option may only be transferred to Permitted Transferees
strictly
in accordance with the terms and conditions
of Section 6(e) of the Plan,
provided the Optionee gives prior written
notice of the proposed transfer to the
Company, and the Company, after receiving
approval of the transfer from the
Committee, approves the transfer in
writing.
4.
TRANSFERABILITY OF OPTION SHARES
No Option Shares may be transferred unless the Company is provided
with
evidence (satisfactory to the Company, in
its sole discretion) that such
transfer complies with applicable federal
and state securities laws.
5.
CONFORMITY WITH PLAN
The Option is intended to conform in all respects with and is
subject
to all applicable provisions of the Plan,
which is incorporated into this
Agreement by reference. Inconsistencies
between this Agreement and the Plan
shall be resolved in accordance with the
terms of the Plan. By executing and
returning the enclosed copy of this
Agreement, the Optionee acknowledges receipt
of a copy of the Plan and agrees to be
bound by all of the terms of the Plan.
6.
SERVICE AS A DIRECTOR
The Optionee acknowledges that nothing in this Agreement or in the
Plan
imposes upon the Company, or any Subsidiary
of the Company, any obl
