Exhibit 10.10
FORM OF NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT, entered into as of
the Grant Date (as defined in Section 1), by and between the
Participant and Intervest Bancshares Corporation (the
“Company”);
WITNESSETH THAT
:
WHEREAS, the Company maintains the
Intervest Bancshares Corporation Long-Term Incentive Plan (the
“Plan”), which is incorporated into and forms a part of
this Agreement, and the Participant has been selected by the
committee administering the Plan (the “Committee”) to
receive a Non-Qualified Stock Option Award under the
Plan;
NOW, THEREFORE, IT IS AGREED, by and
between the Company and the Participant, as follows:
1.
Terms of Award . The following terms used in this Agreement
shall have the meanings set forth in this
Section 1:
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(c)
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The number of
“Covered Shares” is
shares of Class A Common Stock.
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(d)
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The Exercise
Price is $7.50 per share.
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Other terms used in this Agreement
are defined in Section 8 or elsewhere in this
Agreement.
2.
Award and Exercise Price The Participant is hereby granted
an option (the “Option”) to purchase the number of
Covered Shares of Stock at the Exercise Price per share as set
forth in Section 1. The Option is not intended to qualify as
an “Incentive Stock Option,” as defined in the Plan and
in Section 422(b) of the Code.
3.
Date of Exercise . The Option is immediately exercisable as
to all of the Covered Shares.
4.
Expiration . The Option, to the extent not theretofore
exercised, shall not be exercisable on or after the Expiration
Date. The “Expiration Date” shall be earliest to
occur of:
(a)
the ten-year anniversary of the Grant Date;
(b)
if the Participant’s Date of Termination occurs by reason of
Disability or death, the one-year anniversary of such Date of
Termination;
(c)
If the Participant’s Date of Termination occurs for reasons
other than death or Disability, ninety (90) days after the
Date of Termination.
In the event of the
Participant’s death while in the employ of the Company, the
Participant’s executors or administrators (or the person or
persons to whom the Participant’s rights under the Option
shall have passed by the Participant’s will or by the laws of
descent and distribution) may exercise, any unexercised portion of
the Option. No extension of time beyond the Participant’s
Date of Termination shall permit exercise beyond the date such
Option would otherwise expire if no termination had
occurred.
5.
Method of Option Exercise . The Option may be exercised in
whole or in part by filing a written notice with the Secretary of
the Company at its corporate headquarters prior to the Expiration
Date. Such notice shall (a) specify the number of shares of
Stock which the Participant elects to purchase; provided, however,
that not less than ten (10) shares of Stock may be purchased
at any one time unless the number purchased is the total number of
shares available for purchase at that time under the Option, and
(b) be accompanied by payment of the Exercise Price for such
shares of Stock indicated by the Participant’s election.
Payment shall be by cash or by check payable to the Company, or, at
the discretion of the Committee at any time: (a) all or a
portion of the Exercise Price may be paid by the Participant by
delivery of shares of Stock acceptable to the Committee (including,
if the Committee so approves, the withholding of shares otherwise
issuable upon exercise of the Option) and having an aggregate Fair
Market Value (valued as of the date of exercise) that is equal to
the amount of cash that would otherwise be required; and
(b) the Participant may pay the Exercise Price by authorizing
a third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such
exercise.
6.
Withholding . All distributions under this Agreement are
subject to withholding of all applicable taxes. At the election of
the Participant, and subject to such rules as may be established by
the Committee, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant
already owns, or
