ISO Option Agreement State Financial Services Corporation 1998 Stock Incentive Plan

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Exhibit 10.1

 

THIS AGREEMENT made as of February 3, 2004, between State Financial Services Corporation (hereafter "Corporation"), a Wisconsin Corporation, and «First_Name_______________________» «Last_Name________________________» (hereafter "Optionee"), an officer/employee of the Corporation and/or one of its subsidiary banks.

WHEREAS, the Corporation has adopted the State Financial Services Corporation 1998 Stock Incentive Plan (hereafter "Plan") under which the Option Committee may, among other things, grant options to key officers/employees of the Corporation and its subsidiary banks to purchase shares of the Corporation's common stock, par value $0.10 per share (hereafter "Common Stock"), subject to terms, condition, restrictions and discretion as it may deem appropriate.

WHEREAS, the Optionee is a key officer/employee of the Corporation and/or its subsidiaries and has been selected by the Option Committee to receive an Option under the Plan as an incentive to continue his/her services and to increase his/her proprietary interest in the Corporation.

WHEREAS, pursuant to the Plan, the grant of the Option to the Optionee is conditioned upon the due execution of this Option Agreement.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:

Years after Date of Grant	Vested Percentage of Options Available
1 year	25%
2 years	25%
3 years	50%

Vesting will be accelerated in certain circumstances subject to applicable laws and Plan provisions if approved by the Option Committee. These circumstances include a change in control of the Corporation, or disability or death of the Optionee.

(1)

Shares of Common Stock tendered shall be duly endorsed or accompanied by stock powers duly endorsed in blank. Upon receipt of the payment of the entire purchase price of the Optioned Shares, certificates for such shares shall be issued to the Optionee. The Optioned Shares so purchased shall be fully paid and nonassessable except as otherwise governed by Wisconsin State law.

All deliveries and distributions under this Option Agreement are subject to withholding of all applicable taxes. The Optionee by this Option Agreement hereby authorizes the Corporation or any subsidiary to retain and withhold from any cash amounts due or to become due from the Corporation to the Optionee an amount equal to such taxes as may be required by any government to be withheld or to retain and withhold the number of shares having a market value not less than the amount of such taxes and cancel any such shares so withheld, in order to reimburse the Corporation or any subsidiary, unless the Optionee has made arrangements satisfactory to the Option Committee, regarding such payment.

The Options herein granted shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution and may be exercised during the life of the Optionee only by the Optionee.

Except as may be otherwise provided by the Option Committee, vested Options may not be exercised:

In the event of an acquisition, merger or liquidation, the Optionee shall have the rights set forth in the Plan in respect of this Option.

State Financial Services Corporation

Attention: Beth J. Bahr

815 North Water Street

Milwaukee, WI 53202

Any notice of the Optionee shall be addressed to:

IN WITNESS WHEREOF, the parties have signed this Option Agreement as of the date hereof.

 

	STATE FINANCIAL SERVICES CORPORATION
Date:	By:
		Michael J. Falbo
		President and Chief Executive Officer
Attest:
Daniel Westrope
Chief Financial Officer
		«First_Name_______________________»  «Last_Name________________________»
		Optionee

 

OPTIONEE'S NAME: «First_Name_______________________» «Last_Name________________________»                                         Date:                                                   

As a Optionee in the above Plan, I hereby designate the following individual(s) as my primary and alternate beneficiaries in the event of my death prior to the date on which I exercise my rights, or receive all benefits due to me under the Plan. I reserve the right to change this designation with the understanding that this designation, and any change thereof, will be effective only upon delivery to State Financial Services Corporation. The right to exercise my unexercised options under the Plan, if any, will be transferred to my primary beneficiaries who survive me, and to my alternate beneficiaries who survive me only if none of my primary beneficiaries survive me.

 

 

Name:			Social Security #:
Full Address:			Relationship:
			Percentage Designation:
Birth Date:
Name:			Social Security #:
Full Address:			Relationship:
			Percentage Designation:
Birth Date:

 

I acknowledge that execution of this form and delivery thereof to State Financial Services Corporation revokes all prior beneficiary designations I have made with respect to my outstanding awards under the Plan.

 

 

	Signature of Optionee
	Social Security Number