Exhibit 10.6


 


Stock Option Certificate Number          


 


NON-STATUTORY OPTION TO PURCHASE


SHARES OF COMMON STOCK


OF TRINITY CAPITAL CORPORATION


 


Pursuant
to the Trinity Capital Corporation 1998 Stock Option Plan (the “Plan”) dated July 1, 1998, Trinity Capital Corporation (the “Company”)
hereby grants you,          , an option to purchase            
shares of its common stock, par value $1.00 (“Common Stock”). 
This option is granted to you by action of the Board of Directors on            , in accordance with the terms and conditions set forth
herein and is in all respects limited and conditioned by the Plan.


 


1.                                       Exercise Price. 
The exercise price of this option shall be $           
per share.


 


2.                                       Periods of Option. 
This option shall become exercisable according to the vesting schedule in
Section 7(c) of the Plan and terminate at midnight on           ,
unless it becomes exercisable or terminates sooner as provided in paragraph 4
and 5.


 


3.                                       Exercise Procedure. 
This option may be exercised, in accordance with its terms, by written
notice signed by you (or in the case of exercise after your death, by your
executor, administrator, heir, or legatee, as the case may be, in which
authority with the exercise form) to the Personnel Officer of the Company at the
Company’s main office.  A copy of the
form of notice may be obtained from the Personnel Officer.  Such notice shall state the number of shares
as to which the option is exercised.  The
full exercise price for such Common Stock shall be due and payable immediately.  The option price shall be payable only in
cash.


 


4.                                       Termination, Retirement, or Death.  In the event you retire or if your employment
is otherwise terminated with the Company, or with any of its subsidiaries, then
the vested portion of this option may be exercised for a period of up to two
years after such retirement of termination date, or on the expiration date
specified in paragraph 2, whichever occurs first at which time this option
shall terminate.  If this option is
outstanding on the date of your death, it may be exercised by the personal
representative of your estate, or by the person or persons to whom the option
is transferred pursuant to your will or in accordance with the laws of descent
and distribution at any time before the specified expiration date of such
option or the first anniversary of your death, whichever is the first to occur.


 


5.                                       In the event that controlling interest in Trinity
changes as a result of a sale, merger, acquisition, or otherwise, this option
shall immediately vest and become exercisable in its entirety.


 


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6.                                       Assignability. 
The rights and benefits under this option are not assignable or
transferable other than by will or by the laws of descent and distribution, and
during your lifetime, this option shall be exercisable only by you.


 


7.                                       Limitation of Rights.  Neither the Plan, nor the granting of this
option nor any other action taken pursuant to the Plan, shall constitute or be
evidence of any agreement of understanding, express or implied, that the
Company, or any of its subsidiaries, will retain you as an employee for any
period of time or at any particular rate of compensation.


 


8.                                       Adjustment to Stock. 
In the event any change is made to the Common Stock subject to the
option while this option, or a portion thereof, is outstanding (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or otherwise), then appropriate adjustment shall be made to
this option to the extent then outstanding.


 


9.                                       Non-Statutory Option.  This option is a non-statutory option and is
not entitled to the federal income tax treatment afforded Incentive Stock
Options under Section 422A of the Internal Revenue Code.


 


10.                                 Miscellaneous. 
The issuance of shares upon the exercise of this option shall be subject
to compliance by the Company and yourself with all applicable requirements of
law relating thereto.  This option may be
exercised only as to whole shares, and no fractional shares will be issued
hereunder.


 


If
this arrangement is satisfactory to you, please acknowledge below and return it
to the Company’s Personnel Officer.


 


	
  Very truly yours,

  
	
   

  
	
   

  
	
  Chairman of the Board

  
	
   

  
	
  Acknowledgment of the Optionee:

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  



 


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