NORTH CENTRAL BANCSHARES, INC. 2006 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

 

(c)  Accelerated Vesting.  All of your outstanding Options that have not previously vested and that are scheduled to vest during the six-month period beginning on the date of your termination of service due to your death or Disability, will become fully and immediately vested on the date of your termination due to your death or Disability, without any further action on your part.  In addition, an outstanding option that has not been forfeited on the date on which a Change in Control occurs shall, on such date, be 100% vested.  In addition, in the event of your termination that is not a Termination for Cause or in the event of your resignation with “Good Reason” (as defined below), an outstanding Option that has not been forfeited will be 100% vested on the date your service with your Employer terminates.  If vesting accelerates, the accelerated vesting date will be the applicable Earliest Exercise Date.  You may designate a beneficiary to inherit your rights to any vested, unexercised Options that are outstanding to you at your death using the Beneficiary Designation attached as Appendix B.  You will be considered to have “Good Reason” for a voluntary resignation if: the effective date of resignation occurs within ninety (90) days after any of the following: (a) the failure of  the Board of Directors to appoint or re-appoint or elect or re-elect you to your position(s) with your Employer; (b) the failure of the stockholders of your Employer to elect or re-elect you or the failure of the Board of Directors (or the nominating committee thereof) to nominate you for such election or re-election; (c) a material failure by your Employer, whether by amendment of its charter, or by-laws, action of the Board of Directors or the Employer’s stockholders or otherwise, to vest you in the functions, duties, or responsibilities prescribed in an employment or retention agreement; provided that you shall have given notice of such material adverse effect to your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given; (d) any reduction of your rate of base salary in effect from time to time; provided that you shall have given notice of such material adverse effect to your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given; (e) any change in the terms and conditions of any compensation or benefit program in which you participate which, either individually or together with other changes, has a material adverse effect on the aggregate value of your total compensation package; provided that you shall have given notice of such material adverse effect to the your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given; (f) any material breach by your Employer of any term, condition or covenant contained in an employment or retention agreement; provided that you shall have given notice of such material breach to your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given.

 

 

Use this Notice to inform North Central Bancshares, Inc. that you are exercising your right to purchase shares of common stock (“Shares”) of North Central Bancshares, Inc. pur­suant to an option (“Option”) granted under the North Central Bancshares, Inc. 2006 Stock Incentive Plan (“Plan”).  If you are not the person to whom the Option was granted (“Option Recipient”), you must attach to this Notice proof of your right to exercise the Option granted under the Stock Option Agreement.  This Notice should be personally delivered or mailed by certified mail, return receipt requested to: North Central Bancshares, Inc., c/o First Federal Savings Bank of Iowa, Fort Dodge, Iowa 50501  Attention:  Corporate Secretary.  The effective date of the exercise of the Option shall be the earliest date practicable following the date this Notice is received by North Central Bancshares, Inc. but in no event more than three days after such date (“Effective Date”).  Except as specifical­ly provided to the con­trary herein, capitalized terms shall have the meanings as­signed to them under the Plan, as amended from time to time.

OPTION INFORMATION  Identify below the Option that you are exercising by providing the following information from the Stock Option Agreement. Name of Option Recipient:__________________________________________________________ Option Grant Date:________________, __________ Exercise Price per share:     $_________.____                                                       (Month and Day)         (Year) EXERCISE PRICE Compute the Exercise Price below and select a method of payment. Total Exercise Price________________      x          $__________.______   =     $___________________________                                                      (No. of Shares)                         (Exercise Price)                              Total Exercise Price Method of Payment

	o	I enclose a certified check, money order, or bank draft pay­able to the order of North Central Bancshares, Inc. in the amount of  $
	o	I enclose Shares duly endorsed for transfer to North Central Bancshares, Inc. with all stamps attached and having a fair market value of $
	¨	Return a number of shares from any Option exercised with an aggregate built-in gross [defined as $                     fair Market Value on the date of exercise ____the Exercise Price equal to Total Exercise Price  $

ISSUANCE OF CERTIFICATES I hereby direct that the stock certificates representing the Shares purchased pursuant to the above instructions be issued to the following person(s) in the amount specified below:

Name and Address		Social Security No.		No. of Shares
		-     -
		-     -

WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified Stock Options only.  Beneficiaries should not complete. I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to the Shares to be issued to me pursuant to this Notice, but that I may request North Central Bancshares, Inc. to retain or sell a sufficient number of such Shares to cover the amount to be withheld.  I hereby request that any taxes required to be withheld be paid in the following manner [check one]:     ¨  With a certified or bank check that I will deliver to North Central Bancshares, Inc. on the day after the Effective Date of my Option exercise.     ¨         With the proceeds from a sale of Shares that would otherwise be distributed to me.     ¨         By retaining Shares that would otherwise be distributed to me. I understand that the withholding elections I have made on this form are not binding on the Compensation Committee, and that the Compensation Committee will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the Effective Date.  I further understand that the Compensation Committee may request additional information or assurances regarding the manner and time at which I will report the income attributable to the distribution to be made to me.  I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal amount of such taxes in cash in order to avoid the sale of more Shares than are necessary.   COMPLIANCE WITH TAX AND SECURITIES LAWS

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I understand that I must rely on, and consult with, my own tax and legal counsel (and not North Central Bancshares, Inc.) regarding the application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my Option and this Notice.  I understand that I will be responsible for paying any federal, state and local taxes that may become due upon the sale (including a sale pursuant to a “cashless exercise”) or other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be reportable.       ____________________________________________________________________________________                                              Signature                              Date

 

Received  [check one]:                                                                           G  By Hand   G  By Mail Post Marked  ____________________  Date of Post Mark   _____________________________________________                                 ______________________________ Authorized Signature                                Date of Receipt

GENERAL INFORMATION	Use this form to designate the Beneficiary(ies) who will receive vested stock options outstanding to you at the time of your death.
Name of Person Making Designation _______________________________			Social Security Number   _______C_____C_______
BENEFICIARY DESIGNATION	Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share.  If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.
A.  PRIMARY BENEFICIARY(IES).  I hereby designate the following person(s) as my primary Beneficiary(ies), reserving the right to change or revoke this designation at any time prior to my death:

Name		Address		Relationship		Birth Date		Share
								%
								%
								%
Total   =   100%

B.  CONTINGENT BENEFICIARY(IES).  I hereby designate the following person(s) as my contingent Beneficiary(ies) to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death with respect to all outstanding Stock Options:
Name		Address		Relationship		Birth Date		Share
								%
								%
								%
Total   =   100%

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H E R E

I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of North Central Bancshares, Inc. prior to my death.  I also understand that an effective Beneficiary Designation revokes my prior designation(s) with respect to all outstanding Stock Options under the 2006 Stock Incentive Plan or any prior or subsequent stock option plan, prepaid by assignment of North Central Bancshares, Inc.       _____________________________________             _______________________ Your Signature                                                                     Date