Bancorp, Inc. – ‘S-8’ on 4/26/05 – EX-4

On:  Tuesday, 4/26/05, at 4:46pm ET   ·   Effective:  4/26/05   ·   Accession #:  950116-5-1478   ·   File #:  333-124338

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            9     41K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Exhibit 4.4                                            8     34K 
 3: EX-4        Exhibit 4.5                                            7     23K 
 4: EX-4        Exhibit 4.6                                            7     23K 
 5: EX-5        Exhibit 5.1                                            2      9K 
 6: EX-23       Exhibit 23.1                                           1      6K 

EX-4   —   Exhibit 4.5
Exhibit Table of Contents

EX-4
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                                                                     Exhibit 4.5

 GRANT OF NON-QUALIFIED STOCK OPTION
 PURSUANT TO THE BANCORP, INC.
1999 STOCK OPTION PLAN
----------------------

        THIS Agreement is made as of the ______ day of _____, _____ (the "DATE
OF GRANT") by and between _____________ ("GRANTEE") and THE BANCORP, INC.       
(together with its successors and assigns, the "COMPANY").                      

  WHEREAS, the Company's 1999 Option Plan (as amended, the "PLAN")
provides for the granting of stock options by the compensation committee (the   
"COMMITTEE") of the Board of Directors of the Company (the "BOARD OF DIRECTORS")
to employees, members of the Board of Directors and certain other persons to    
purchase shares of common stock of the Company (the "SHARES"), in accordance    
with the terms and provisions thereof; and                                      

         WHEREAS, the Committee considers Grantee to be a person who is eligible
for a grant of stock options under the Plan, and has determined that it would be
in the best interest of the Company to grant the stock options on the terms and 
conditions hereinafter set forth.                                               

   NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:                                                       

1.       GRANT OF OPTION                                      

                  Subject to the terms and conditions hereinafter set forth, the
Company, with the approval and at the direction of the Committee, hereby grants 
to Grantee, an option to purchase up to ______ Shares at a price of $_____ per  
Share. Such option is hereinafter referred to as the "OPTION" and the Shares    
purchasable upon exercise of the Option are hereinafter sometimes referred to as
the "OPTION SHARES."                                                            

2.       INSTALLMENT EXERCISE                                 

               Subject to such further limitations as are provided herein,
the Option shall become exercisable in 4 installments, Grantee having the right 
hereunder to purchase from the Company the following number of Option Shares    
upon exercise of the Option, on and after the following dates, in cumulative    
fashion:                                                                        

                           (i) on and after the first anniversary of the Date of
Grant, up to 25% (ignoring fractional shares) of the total number of Option     
Shares;                                                                         

                          (ii) on and after the second anniversary of the Date
of Grant, up to an additional 25% (ignoring fractional shares) of the total     
number of Option Shares;                                                        

                          (iii) on and after the third anniversary of the Date
of Grant, up to an additional 25% (ignoring fractional shares) of the total     
number of Option Shares; and                                                    

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                          (iv) on the fourth anniversary of the Date of Grant,
up to an additional 25% (ignoring fractional shares) of the total number of     
Option Shares.                                                                  

3.       TERMINATION OF OPTION                                

                 (a) The Option and all rights hereunder with respect thereto,
to the extent such rights shall not have been exercised, shall terminate and    
become null and void after the expiration of 10 years from the Date of Grant    
(the "OPTION TERM").                                                            

                 (b) Upon the termination of Grantee's service on the Board of
Directors or employment for any reason, the Options may be exercised during the 
following periods but only to the extent the Options were outstanding and       
exercisable upon such termination of the Grantee's service or employment: (A)   
the 6-month period following the date of such termination; (B) the one year     
period following the date of death, in the case of Grantee's death during       
Grantee's service to or employment by the Company; and (C) the 3-month period   
following the date of such termination in the case of retirement on or after the
attainment of age 65, or in the case of permanent disability. In no event,      
however, shall any such period extend beyond the Option Term.                   

               (c) In the event of the death of Grantee, the Option may be
exercised by Grantee's legal representative(s), but only to the extent that the 
Option would otherwise have been exercisable by Grantee.                        

                (d) Notwithstanding any other provisions set forth herein or
in the Plan, if Grantee shall (i) commit any act of malfeasance or wrongdoing   
affecting the Company or any subsidiary of Company, (ii) breach any covenant not
to compete, or employment contract, with Company or any subsidiary of Company,  
or (iii) engage in conduct that would warrant Grantee's discharge for cause     
(excluding general dissatisfaction with the performance of Grantee's duties, but
including any act of disloyalty or any conduct clearly tending to bring         
discredit upon the Company or any subsidiary of the Company), any unexercised   
portion of the Option shall immediately terminate and become null and void.     

                (e) During the period of 12 months immediately following the
date upon which Grantee receives a "hardship" withdrawal from a retirement plan 
qualifying under ss.401(k) of the Code, all rights of Grantee to exercise the   
Option shall be suspended.                                                      

                 (f) Notwithstanding any other provision set forth herein, the
Federal Reserve Board or the Federal Deposit Insurance Corporation ("FDIC"),    
individually or in conjunction with the other, may require Grantee to exercise  
or forfeit the Option if the capital of either the Company or The Bancorp Bank  
falls below minimum requirements, as determined by federal or state regulators. 

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4.       EXERCISE OF OPTION; DISPOSITION OF SHARES            

                  (a) Grantee may exercise the Option with respect to all or any
part of the number of Option Shares granted hereunder by giving the Secretary of
the Company written notice of intent to exercise, in the form attached hereto   
(the "NOTICE OF EXERCISE"). The Notice of Exercise shall specify the number of  
Option Shares as to which the Option is to be exercised and the date of exercise
thereof, which date shall be at least 5 days after the giving of such notice    
unless an earlier time shall have been mutually agreed upon.                    

               (b) Full payment (in U.S. dollars) by Grantee of the option
price for the Option Shares purchased shall be made on or before the exercise   
date specified in the Notice of Exercise in cash, or, in whole or in part       
through the surrender of previously acquired Shares (which Grantee has held for 
at least 6 months prior to the Notice of Exercise or has purchased on the open  
market and for which Grantee has good title, free and clear of all liens and    
encumbrances) at their fair market value on the exercise date.                  

                     On the exercise date specified in the Notice of
Exercise or as soon thereafter as is practicable, the Company shall cause to be 
delivered to Grantee a certificate or certificates for the Option Shares then   
being purchased (out of theretofore unissued Shares or reacquired Shares, as the
Company may elect) upon full payment for such Option Shares. The obligation of  
the Company to deliver the Option Shares shall, however, be subject to the      
condition that if at any time the Committee shall determine in its discretion   
that the listing upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or 
desirable as a condition of, or in connection with, the Option or the issuance  
or purchase of Option Shares thereunder, the Option may not be exercised in     
whole or in part unless such listing, registration, qualification, consent or   
approval shall have been effected or obtained free of any conditions not        
acceptable to the Committee.                                                    

            (c) If Grantee fails to pay for any of the Option Shares
specified in the Notice of Exercise or fails to accept delivery thereof,        
Grantee's right to purchase such Option Shares may be terminated by the Company.
The date specified in the Notice of Exercise as the date of exercise shall be   
deemed to be the date of exercise of the Option, provided that payment in full  
for the Option Shares to be purchased upon such exercise shall have been        
received by such date.                                                          

             (d) Grantee shall notify the Company of any sale or other
disposition of the Option Shares if such sale or disposition occurs (i) within 2
years of the Date of Grant or (ii) within one year of the issuance of the Option
Shares to Grantee. Such notice shall be in writing and directed to the Secretary
of the Company.                                                                 

5.       NO RIGHTS AS STOCKHOLDER                             

                Neither Grantee nor any personal representative shall be, or
shall have any of the rights and privileges of, a stockholder of the Company    
with respect to any Shares purchasable or issuable upon the exercise of the     
Option, in whole or in part, prior to the date of exercise of the Option.       

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6.       NON-TRANSFERABILITY OF OPTION                        

              The Option may not be transferred by Grantee other than by
will or the laws of descent and distribution or pursuant to beneficiary         
designation procedures approved by the Company. In the event of (a) any attempt 
by the Grantee to alienate, assign, pledge, hypothecate or otherwise dispose of 
the Option, except as provided for herein, or (b) the levy of any attachment,   
execution or similar process upon the rights or interest hereby conferred, the  
Company may terminate the Option by notice to Grantee and it shall thereupon    
become null and void.                                                           

7.       EMPLOYMENT NOT AFFECTED                              

                Neither the granting of the Option nor its exercise shall be
construed as granting to Grantee any right with respect to the continuance of   
employment by the Company. Except as may otherwise be limited by a written      
agreement between the Company and Grantee, the right of the Company and any     
employing subsidiary to terminate at will Grantee's employment by the Company or
any employing subsidiary at any time (whether by dismissal, discharge,          
retirement or otherwise) is specifically reserved by the Company, or the        
employing subsidiary (whichever the case may be), and acknowledged by Grantee.  

8.       AMENDMENT OF OPTION                                  

              The Option may be amended by the Board of Directors or the
Committee at any time (i) if the Board of Directors or the Committee determines,
in its sole discretion, that amendment is necessary or advisable in light of any
addition to or change in the Internal Revenue Code of 1986, as amended, or in   
the regulations issued thereunder, or any federal or state securities law or    
other law or regulation, which change occurs after the Date of Grant and by its 
terms applies to the Option; or (ii) other than in the circumstances described  
in clause (i), with the consent of Grantee.                                     

9.       NOTICE                                               

                  Any notice to the Company provided for in this Agreement shall
be addressed to it in care of its Secretary at its executive offices at 405     
Silverside Road, Wilmington, Delaware 19809 or at such other address as to which
the Company shall have notified Grantee in writing and any notice to Grantee    
shall be addressed to the Grantee at the current address shown on the records of
the Company. Any notice shall be deemed to be duly given if and when properly   
addressed and posted by registered or certified mail, postage prepaid, overnight
delivery or confirmed telecopy.                                                 

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10.      INCORPORATION OF THE PLAN BY REFERENCE               

                The Option is granted pursuant to the terms of the Plan, the
terms of which are incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with the Plan. The Committee shall        
interpret and construe the Plan and this Agreement, and its interpretations and 
determinations shall be conclusive and binding on the parties hereto and any    
other person claiming an interest hereunder, with respect to any issue arising  
hereunder or thereunder.                                                        

11.      GOVERNING LAW                                        

              The validity, constructions, interpretations and effect of
this Agreement shall exclusively be governed by and determined in accordance    
with the laws of the State of Delaware, except to the extent preempted by       
federal law, which shall apply to the extent it governs.                        

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        IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Grant of Non-Qualified Stock Option and Grantee has placed his  
or her signature hereon, effective as of the date first written above.          

                 THE BANCORP, INC.

                                     By:   _______________________________
     Name:
      Title:

                       ACCEPTED AND AGREED TO:

                                    By:   ______________________________
                           [Name], Grantee

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NOTICE OF EXERCISE

                                                        Date:_____________, ____

The undersigned hereby irrevocably elects to exercise on      
________________, ____ the Stock Option granted on ______________ by The        
Bancorp, Inc. to the undersigned to the extent of purchasing ____________ Option
Shares and hereby makes payment of $____________________ in payment of the      
actual exercise price thereof.                                                  

 _______________________

 INSTRUCTIONS FOR REGISTRATION OF SHARES
 _______________________

Name: ____________________________________________________________              
(Please typewrite or print in block letters)

Address: _________________________________________________________              

Signature: _______________________________________________________              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/26/05							4/A,  S-8
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