Exhibit 10.13
FORM OF
COMMONWEALTH BANKSHARES,
INC.
NONSTATUTORY STOCK OPTION
AGREEMENT
THIS AGREEMENT is between
Commonwealth Bankshares, Inc. (the “Company”)
(the “Optionee”), and is dated as of
(the “Date of Grant”).
The Company hereby grants the
Optionee an option to purchase shares of the Common Stock of the
Company (the “Company Stock”), subject to the terms and
conditions of this Agreement.
The grant of this option is made
pursuant to the Commonwealth Bankshares, Inc. 2005 Stock Incentive
Plan (the “Plan”), a copy of which is available from
the Company upon request. 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 a Nonstatutory Stock Option (the
“Option”) to purchase from the Company
shares of Company Stock at
$
per share (the “Option Price”). The Option is not
intended to be an “incentive stock option” that
receives special tax treatment under Section 422 of the
Internal Revenue Code (the “Code”).
2. Entitlement to Exercise
Option .
(a) The Optionee will become vested
in and entitled to exercise the Option as follows:
This vesting schedule shall
accelerate and the Option shall become fully exercisable upon a
Change in Control, as defined in the Plan.
(b) If the Optionee retires or
ceases to be employed by the Company for any reason other than his
death or 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 terminates
employment.
(c) If the Optionee terminates
employment because of a Disability (as defined in the Plan), he may
exercise any or all of a portion of the vested Option (determined
as of the Optionee’s termination date) within one year after
the Disability termination date.
(d) If the Optionee dies while he is
employed with the Company or within three months after he
terminates employment because of a Disability, the Optionee’s
beneficiary may exercise this Option within the tenth anniversary
of the options date of grant, but only to the extent the Option was
vested and exercisable immediately before the Optionee’s
death.
(e) If the Optionee is terminated by
the Company for Cause (as defined in the Plan), this Option will
expire immediately with respect to both vested and unvested shares
as of the date of misconduct, unless the Company agrees in writing
to waive this provision.
(f) In no event may this Option be
exercised after
[insert date 10 years from agreement date] .
3. Method of Exercise and
Payment .
(a) The Optionee may exercise his
Option by delivering a written notice to the Company. The exercise
date will be (i) in the case of notice by mai
