Exhibit 4.2



 






EXHIBIT 4.2




FORM




OF



INCENTIVE STOCK OPTION AGREEMENT




 










 







M&T BANK CORPORATION




2005 INCENTIVE COMPENSATION PLAN



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INCENTIVE STOCK OPTION AGREEMENT



OPTIONEE:



DATE OF GRANT:



EXERCISE PRICE:



COVERED SHARES:


M&T Bank Corporation (the “Company”) hereby grants to the Optionee or his or her successors an
Incentive Stock Option to purchase from the Company that number of shares of Common Stock equal to
the Covered Shares, exercisable at the Exercise Price. This grant is made pursuant to the M&T Bank
Corporation 2005 Incentive Compensation Plan (the “Plan”) and is subject to the terms and
conditions of the Plan and is subject further to the terms and conditions of this Agreement. As
used herein, the term “Agreement” shall mean, collectively, this cover page and the Terms and
Conditions of Incentive Stock Option delivered to Optionee with this cover page. Capitalized terms
used on this cover page without definition shall have the meanings assigned to them in the Plan. A
copy of the Plan can be viewed and downloaded from the Company’s Intranet under the Human Resources
page.



The exercise of the Option is subject to the following vesting schedule, which may be accelerated
under the circumstances described in Paragraph 3(c) of the Terms and Conditions of Incentive Stock
Option:





	 	•	 	No part of the Option may be exercised prior to
                    , 200       [generally 1
year from the Date of Grant];
	 
	 	•	 	On or after                     , 200       [generally 1 year from the Date of Grant], the
Option may be exercised as to                      of the Covered Shares [generally 10% of the Covered
Shares];
	 
	 	•	 	On or after                     , 200       [generally 2 years from the Date of Grant], the
Option may be exercised as to an additional                      of the Covered Shares [generally 20%
of the Covered Shares];
	 
	 	•	 	On or after
                    ,
200       [generally 3 years from the Date of Grant], the
Option may be exercised as to an additional                      of the Covered Shares [generally 30%
of the Covered Shares]; and
	 
	 	•	 	On or after                     , 200       [generally 4 years from the Date of Grant], the
Option may be exercised as to the remaining                      of the Covered Shares [generally 40%
of the Covered Shares].




In order to exercise the Option, you should refer to the EquiServe brochure which describes the
procedures you must follow to exercise the Option and other important matters. EquiServe is the
current Third Party Administrator. If the Company changes the Third Party Administrator or if the
EquiServe brochure becomes outdated, you will be notified of any changes. The most current
EquiServe brochure can be viewed and downloaded from the Company’s Intranet under the Human
Resources page.




     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf effective
as of the Date of Grant.



	 	 	 	 	 	 
	ATTEST:	 	M&T BANK CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 	 	 
	 
	 	 	 	 
	Accepted and agreed to as of the Date of the Grant:
	 
	 	 	 	 
	 	 	 	 	 
	Optionee
	 	 	 	 






 









 






M&T BANK CORPORATION




2005 INCENTIVE COMPENSATION PLAN



* * *



TERMS AND CONDITIONS

OF

INCENTIVE STOCK OPTION



     1. Definitions. In this Agreement, except where the context otherwise indicates, the
following definitions apply. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Plan.



          (a) “Covered Shares” means the shares of Common Stock subject to the Option set forth as the
“Covered Shares” on the cover page of this Agreement.




          (b) “Date of Expiration” means the date on which the Option shall expire, which shall be the
earliest of the following times:




               (i) upon termination of the Optionee’s employment or service with the Company or an Affiliate
for Cause.



               (ii) 30 days after termination of the Optionee’s employment or service with the Company or an
Affiliate by reason of the Optionee’s Resignation;



               (iii) 90 days after termination of the Optionee’s employment or service with the Company or an
Affiliate for any reason, including Retirement, except Cause, Resignation, death or Disability;



               (iv) one year after termination of the Optionee’s employment or service with the Company or an
Affiliate by reason of death or Disability; or



               (v) ten years after the Date of Grant.



          (c) “Date of Grant” means the date set forth as the “Date of Grant” on the cover page of this
Agreement.




          (d) “Exercise Price” means the dollar amount per share of Common Stock set forth as the
“Exercise Price” on the cover page of this Agreement.




          (e) “Option” means the incentive stock option granted to the Optionee on the cover page of
this Agreement.




          (f) “Optionee” means the person identified as the “Optionee” on the cover page of this
Agreement.




 









 








          (g) “Third Party Administrator” means the entity to which the Committee has delegated its
authority to administer the exercise of stock options granted under the Plan.




     2. Grant of Option. The Option granted hereby is granted in accordance with the cover
page of this Agreement.



     3. Terms of the Option.



          (a) Type of Option. The Option is intended to be an incentive stock option under
Section 422 of the Code to the maximum extent permissible under the Code.




          (b) Option Period. During the period commencing on the Date of Grant and terminating
on the Date of Expiration, the Option may be exercised with respect to all or a portion of the
Covered Shares (in full shares) to the extent that the Option has not been previously exercised
with respect to such Covered Shares and subject to the vesting schedule on the cover page of this
Agreement.




          (c) Acceleration of Vesting. Notwithstanding the above provisions of Paragraph 3(b)
and the vesting schedule on the cover page of this Agreement, the Option may be exercised in full
during the period commencing on the Date of Grant and ending on the Date of Expiration (i)
following a Change in Control or (ii) upon the Optionee’s termination of employment or service with
the Company or an Affiliate due to the Optionee’s death, Retirement, or Disability. In addition,
upon the Optionee’s termination of employment or service with the Company or an Affiliate, other
than for Cause, during the one-year period following a Change in Control, any Option held by the
Optionee as of the date of the Change in Control that remains outstanding as of the date of such
termination of employment may thereafter be exercised, until the earlier of (i) the expiration date
of such Option, which is ten years after the Date of Grant, or (ii) one year after the date of such
termination of employment.




          (d) Nontransferability. The Option is not transferable by the Optionee other than by
will or by the laws of descent and distribution, and is exercisable, during the Optionee’s
lifetime, only by the Optionee or, in the event of the Optionee’s Disability, by the Optionee’s
guardian or legal representative.




          (e) Payment of the Exercise Price. The Optionee, upon exercise, in whole or
in part, of the Option, may pay the Exercise Price by any or all of the following means, either
alone or in combination:




               (i) Cash or check payable to the order of the Third Party Administrator, unless the Company
notifies the Optionee otherwise; or



               (ii) Delivery or deemed delivery through attestation of Previously-Acquired Shares having a
Fair Market Value on the Date of Exercise equal to the Exercise Price aggregating not more than
that portion of the Exercise Price being paid by delivery of such shares.



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     4. Capital Adjustments. The number of Covered Shares and the Exercise Price shall be
subject to adjustment in accordance with Section 4.2 of the Plan, if the Committee in its sole
discretion deems it appropriate.



     5. Exercise.



          (a) Notice. To the extent exercisable and not expired or forfeited, cancelled or
otherwise terminated, the Option shall be exercised, in whole or in part, by the delivery to the
Third Party Administrator, unless the Company notifies the Optionee otherwise, (i) of written
notice of such exercise, in such form as the Third Party Administrator or the Committee may from
time to time prescribe, (ii) accompanied (A) by full payment of the Exercise Price with respect to
that portion of the Option being exercised, as provided in Paragraph 3(e) of these Terms and
Conditions of Incentive Stock Option, or (B) by the delivery of irrevocable instructions to the
Third Party Administrator or to the Optionee’s broker to promptly sell all or a portion of the
Covered Shares being exercised and to deliver or cause to be delivered to the Company cash equal to
the Exercise Price.




          (b) Withholding. The Company’s obligation to issue or deliver shares of Common Stock
upon the exercise of the Option shall be subject to the satisfaction of any applicable federal,
state, local or foreign tax withholding requirements (including the Optionee’s FICA obligation).
The Optionee may satisfy any such withholding obligation by any of the following means or by a
combination of such means: (a) tendering a cash payment; (b) authorizing the Company or the Third
Party Administrator to withhold shares of Common Stock otherwise issuable to the Optionee upon
exercise of the Option; or (c) delivering to the Company or the Third Party Administrator
Previously-Acquired Shares. For purposes of this Paragraph 5(b), shares of Common Stock that are
withheld or delivered to satisfy applicable withholding taxes shall be valued at their Fair Market
Value on the date the withholding tax obligation arises.




          (c) Effect. The exercise, in whole or in part, of the Option shall cause a reduction
in the number of Covered Shares equal to the number of shares of Common Stock with respect to which
the Option is exercised.




     6. Restriction on Exercise and Upon Shares of Common Stock Issued Upon Exercise.
Notwithstanding any other provision of this Agreement, the Optionee agrees, for himself and his
successors, that the Option may not be exercised at any time that the Company does not have in
effect a registration statement under the Securities Act of 1933, as amended, relating to the offer
of Common Stock to the Optionee under the Plan, unless the Company agrees to permit such exercise.
The Optionee further agrees, for himself and his successors, that, upon the issuance of any shares
of Common Stock upon the exercise of the Option, he will, upon the request of the Company, agree in
writing that he is acquiring such shares for investment only and not with a view to resale, and
that he will not sell, pledge or otherwise dispose of such shares so issued unless and until (a)
the Company is furnished with an opinion of counsel to the effect that registration of such shares
pursuant to the Securities Act of 1933, as amended, is not required by that Act and the rules and
regulations thereunder; (b) the staff of the Securities and Exchange Commission has issued a
“no-action” letter with respect to such disposition; or (c) such registration or notification as
is, in the opinion of counsel for the Company, required for the lawful disposition of such shares
has been filed by the Company and has become effective;



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provided, however, that the Company is not obligated hereby to file any such registration or notification. The Optionee further agrees that the Company may place a legend embodying such restriction
on the certificates evidencing such shares.




     7. Rights as Stockholder. The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless a certificate or certificates
representing such shares are issued to the Optionee pursuant to this Agreement. Except as provided in Paragraph 4 of these Terms and Conditions of Incentive Stock Option, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of such certificate or certificates.



     8. Employment. Neither the granting of the Option evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or
implied, on the part of the Company or any of its Affiliates to employ the Optionee for any period. Whenever reference is made in this Agreement to the employment of the Optionee, it means employment by the
Company or an Affiliate.



     9. Subject to the Plan. The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which are incorporated herein by reference and made a
part hereof, but the terms of the Plan shall not be considered an enlargement of any benefits under this Agreement. In addition, the Option is subject to any rules and regulations promulgated by the Committee.



     10. Governing Law. The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the laws of the State of New York without giving effect to
the principles of conflicts of laws.




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