Exhibit 10.11
HURON VALLEY STATE BANK
Stock Compensation Plan
STOCK OPTION AGREEMENT
STOCK
OPTION AGREEMENT, made this _____ day of _____________, 200___,
between HURON VALLEY STATE BANK (herein called the
“Bank”) and __________________________, a director or
employee of the Bank (the “Grantee”), pursuant to the
Huron Valley State Bank Stock Compensation Plan (herein called the
“Plan”).
IT
IS AGREED AS FOLLOWS:
Pursuant
to the Plan and the terms of this Agreement, the Bank hereby grants
to Grantee, an Eligible Director under the terms of the Plan, the
option to purchase __________________ (________) shares of the
Bank’s common stock.
The
purchase price of the shares covered by this option shall be Ten
Dollars ($10.00) per share, which represents one hundred percent
(100%) of the Fair Market Value of the Bank’s common stock on
this date (“Grant Date”).
The
Option may be exercised and Option Shares may be purchased at any
time and from time to time on or after the first anniversary of the
date of this Agreement and prior to the tenth anniversary of the
date of this Agreement (“Exercise Period”), subject to
the following:
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(1)
This Option may not be exercised after the earlier of (a) ninety
(90) days after the date on which Grantee’s service as a
director or employee terminates for reasons other than Death or
Disability, (b) twelve (12) months after the date on which
Grantee’s service as a director or employee terminates by
reason of Death or Disability, or (c) the tenth anniversary of the
Grant Date.
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(2)
On each date set forth below, this Option will vest and become
exercisable with respect to the percentage of shares subject to
this Option, as set forth opposite such date, if the Grantee is
serving as a director or employee of the Bank or a Subsidiary at
that time:
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Date
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Percent of Option
Shares Vested to Date
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____________, 2006
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20
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%
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____________, 2007
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40
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%
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____________, 2008
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60
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%
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____________, 2009
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80
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%
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____________, 2010
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100
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%
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If the Grantee
ceases to be a director or employee of the Bank for any reason,
then the Grantee shall forfeit this Option with respect to any
shares not vested as of the date the Grantee ceases to be a
director.
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(b)
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Required
Exercise or Forfeiture
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Notwithstanding
anything to the contrary in the Plan or this Option, the Grantee
acknowledges and agrees that he or she will exercise or forfeit
this Option if required to do so by the Bank. Pursuant to the Plan,
the primary federal regulator of the Bank may direct the Bank to
require such exercise or forfeiture if the capital of the Bank
falls below the minimum capital required by applicable laws, rules
and regulations.
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(c)
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Procedure
for Exercise
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Subject
to conditions of this Agreement, including the vesting requirements
of paragraph 3(a)(4), the Option may be exercised at any time and
from time to time during the Exercise Period in accordance with the
vesting requirements by delivering written notice to the Bank,
signed by the Grantee or Post-Death Representative, specifying the
number of Option Shares to be purchased and accompanied by this
Agreement.
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(d)
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Payment of
Option Price
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The
Option Price shall be paid in full either in cash or by
check.
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4.
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Non-Transferability of Option
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Except
as otherwise provided in this paragraph, this Option shall not be
sold, pledged, assigned or transferred in any way, nor be
assignable by operation of law or subject to execution, levy,
attachment or similar process. Any attempted sale, pledge,
assignment or other transfer of this Option contrary to the terms
hereof, and any execution, levy, attachment or similar process upon
the Option, shall be null and void and without any effect. This
Optio
