STOCK OPTION
AGREEMENT
FOR NON-STATUTORY STOCK OPTIONS
PURSUANT TO THE
CECIL BANCORP, INC.
2009 EQUITY INCENTIVE
PLAN
NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of
__________ shares of Common Stock of Cecil Bancorp, Inc. (the
“Company”) is hereby granted to
_____________________________ (the “Optionee”) at the
price determined as provided in, and in all respects subject to the
terms, definitions and provisions of the 2009 Equity Incentive Plan
(the “Plan”) adopted by the Company which is
incorporated by reference herein, receipt of which is hereby
acknowledged. Such Stock Options do not comply with Options granted under Section 422 of
the Internal Revenue Code of 1986, as amended.
1.
Option Price . The Option price is $_____ for each
Share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this Option
(_____________, 2009).
2.
Exercise of Option . This Option shall be exercisable
in accordance with provisions of the Plan, provided the holder of
such Option is an employee, director or director emeritus of Cecil
Bank (the “Bank”) or the Company as of such date, as
follows:
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(a)
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Schedule of Rights to Exercise.
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Date
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Options
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Percentage of Total
Shares Awarded Which
Are
Non-forfeitable
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Upon grant
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0
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0%
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As of _______, 2010
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___
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20%
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As of _______, 2011
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___
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40%
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As of _______, 2012
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___
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60%
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As of _______, 2013
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___
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80%
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As of _______, 2014
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___
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100%
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A. Notwithstanding
anything herein to the contrary, in no event shall any Options
granted herein be exercisable for a period of six months from the
Date of Grant, except in the event of the death or Disability of
the Optionee or a Change in Control of the Company or the Bank.
Upon the death or Disability of the Optionee or a Change in
Control, all such Options shall be immediately 100% vested and
exercisable.
B. Upon
death, all Options shall be immediately exercisable by the estate
for the remaining term of such Options.
C. All
Options shall be exercisable for a period of ten years from the
Date of Grant without regard to continued service of the Optionee
as a director or director emeritus.
(b)
Method of Exercise . This Option shall be exercisable by a
written notice which shall:
(i) State
the election to exercise the Option, the number of Shares with
respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such Shares of Common
Stock is to be registered, his address and Social Security Number
(or if more than one, the names, addresses and Social Security
Numbers of such persons);
(ii) Contain
such representations and agreements as to the holder’s
investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company’s counsel;
(iii) Be
signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the Option; and
(iv) Be in
writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any
Shares with respect to which the Option is being exercised shall be
by shares of Company Common Stock, certified check, bank
cashier’s or teller’s check. Common Stock utilized in
full or partial payment of the exercise price must have been owned
by the party exercising such Option for not less than six months
prior to the date of exercise of such Option, and such Common Stock
shall be valued at the Fair Market Value at the date of exercise.
The Company shall accept full or partial payment in Common Stock
only to the extent permitted by applicable law. The certificate or
certificates for shares of Common Stock as to which the Option
shall be exercised shall be registered directly in the name of the
person or persons exercising the Option or held in a brokerage or
trust account for the benefit of such person or persons.
(c)
Restrictions on Exercise . This Option may not be
exercised if the issuance of the Shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to the
Optionee’s exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or
regulation.
3.
Non-transferability of Option . This Option may not
be transferred in any manner otherwise than by will or the laws of
descent or distribution and may be exercised during the lifetime of
the Optionee only by the Optionee. The terms of this Option shall
be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding the foregoing, such
Options may be transferred for estate planning purposes in
connection with Section 6.1(a)(iii) of the Plan.
4.
Term of Option . This Option may not be exercised
more than ten (10) years from the date of grant of this Option, as
set forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
5.
Adjustments . Subject to any required action by the
stockholders of the Company, the number of Shares of Common Stock
covered by this Award and the exercise price per Share shall be
proportionately adjusted for the following events occurring after
the Date of Grant: upon any reclassification, recapitalization,
stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination,
consolidation, or other reorganization; any spin-off, split-up, or
similar extraordinary dividend distribution with respect to the
Common Stock (whether in the form of securities or property); any
exchange of Common Stock or other securities of the Company, or any
similar, unu
