Exhibit 10.36


 


FORM OF
AMERICAN HOME BANK, NATIONAL ASSOCIATION


STOCK OPTION PARTICIPANT AGREEMENT


 


This Stock Option
Participant Agreement (“Agreement”) is made as of [                  ],
between AMERICAN HOME BANK, N.A., a national banking association (“Bank”), and [                  ]
(“Participant”).


 


Intending to be
legally bound, Bank and Participant agree as follows:


 


1              Grant of Option.


 


Subject to the terms and conditions hereinafter set forth, Bank, with
the approval and at the direction of the Committee, hereby grants to
Participant, as of the date of this Agreement, an option to purchase up to [          ]
shares of Common Stock at a price of $[        ]
per share.  Such option is hereinafter
referred to as the “Option” and the shares of Common Stock purchasable upon
exercise of the Option are hereinafter sometimes referred to as the “Option
Shares.”  The Option is intended by the
parties hereto to be, and shall be treated as, an “incentive stock option,” as
such term is defined under Section 422 of the Internal Revenue Code of
1986, as amended.


 


2              Installment
Exercise.


 


Subject to such further limitations as are provided herein, the Option
shall become exercisable in three (3) installments, Participant having the
right hereunder to purchase from Bank the following number of Option Shares
upon exercise of the Option, on and after the following dates, in cumulative
fashion:


 


(a)              on
and after the first anniversary of the date of this Agreement, up to one-third
(ignoring fractional shares) of the total number of Option Shares;


 


(b)              on and after the
second anniversary of the date of this Agreement, up to an additional one-third
(ignoring fractional shares) of the total number of Option Shares; and


 


(c)              on and after the
third anniversary of the date of this Agreement, the remaining Option Shares.


 

















 


3              Termination of
Option.


 


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 ten (10) years from the date of this
Agreement (the “Option Term”).


 


4              Exercise
of Options.


 


(a)           Participant
may exercise the Option with respect to all or any part of the number of Option
Shares then exercisable hereunder by giving the President of Bank written
notice of intent to 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
five (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 Participant 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, with the prior written consent of the
Committee, in whole or in part through the surrender of previously acquired
shares of Common Stock at their fair market value on the exercise date.


 


(c)           On
the exercise date specified in Participant’s notice or as soon thereafter as is
practicable, Bank shall cause to be delivered to Participant a certificate or
certificates for the Option Shares then being purchased (out of previously
unissued Common Stock or reacquired Common Stock, as Bank may elect) upon full
payment for such Option Shares.  The
obligation of Bank to deliver Common Stock shall, however, be subject to the
condition that if at any time the Committee shall determine in its discretion
that the listing, registration or qualification of the Option or the Option
Shares 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 Common Stock 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.


 


(d)           If
Participant fails to pay for any of the Option Shares specified in such notice
or fails to accept delivery thereof, Participant’s right to purchase such
Option Shares may be terminated by Bank. 
The date specified in Participant’s notice as the date of exercise shall



 

















 


be deemed 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.


 


5              No Rights of
Stockholders.


 


Neither Participant nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of Bank with respect to
any shares of Common Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.


 


6              Employment
Not Affected.


 


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


 


7              Amendment of
Option.


 


The Option may be amended by the Committee at any time (a) if the
Committee determines, in its sole discretion, that amendment is necessary or
advisable in the light of any addition to or change in the Internal Revenue
Code of 1986 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 this Agreement and by its terms applies to the Option; or (b) other
than in the circumstances described in clause (a), with the written consent of
Participant.


 


8              Incorporation of
Plan by Reference.


 


The Option is granted pursuant to the terms of Bank’s 2001 Stock Option
Incentive Plan adopted by the Committee on August 20, 2001 (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.  Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Plan.


 

















 


9              Governing Law.


 


The validity, construction, interpretation and effect of this Agreement
shall exclusively be governed by and determined in accordance with the laws of
the Commonwealth of Pennsylvania, except to the extent preempted by federal
law, which shall to that extent govern.


 


10            Securities
Law Registration Requirements.


 


Participant understands
that no Common Stock may be issued upon the exercise of any option granted
pursuant to the Plan unless at the time of such exercise the Common Stock to be
issued has been registered under applicable securities laws or, in the opinion
of Bank’s counsel, is not required to be registered.  If the shares are issued and are not
registered, Participant represents that all shares of Common Stock purchased
upon the exercise of the Option are being acquired for Participant’s own
account and not for distribution. 
Participant further acknowledges (a) that Participant understands
the shares of Common Stock purchased upon the exercise of the Option have not
been registered under any federal or state securities law, (b) that Bank
has no obligation or intention to secure any exception from the registration
requirements of such laws, (c) that Participant may be precluded from
selling or otherwise disposing of the shares for an indefinite period of time
or at any particular time, and (d) that Bank may impose suitable
restrictions on transfer of any shares issued upon exercise of the Option in
order to ensure compliance with applicable securities law.


 


11            Jurisdiction.


 


EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTE ARISING UNDER OR
RELATING TO THIS AGREEMENT SHALL EXIST IN THE COURT OF COMMON PLEAS OF
LANCASTER COUNTY, PENNSYLVANIA, AND ANY SUCH LITIGATION SHALL BE RESOLVED BY A
NON-JURY TRIAL.  PARTICIPANT AND BANK EACH
CONSENT TO SUCH JURISDICTION AND VENUE, EACH WAIVE ANY RIGHT TO A JURY TRIAL
AND EACH AGREE THAT ALL SERVICE OF PROCESS, INCLUDING ANY INSTRUMENT TO
INITIATE SUIT, SHALL BE EFFECTIVE IF SERVED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF PENNSYLVANIA.


 


12            Amendment
and Termination of Plan.


 


Bank may amend or terminate the Plan at any time.  Except as required to conform the Plan to any
change in federal tax law or in order to qualify the Option granted herein as 


 

















 


an incentive stock
option, no amendment or termination of the Plan shall affect Participant’s
rights and obligations then in effect.


 


13            Notices.


 


Except as otherwise
provided, any notice to be given by Participant shall be sent to Bank at its
address:


 


American Home Bank, N.A.


American Way Corporate Center


3840 Hempland Road


Mountville, PA 17554


Attn:  Chairman &
CEO


 


and any notice from Bank
to Participant shall be sent to Participant at:


 


 


 


Either party may change
the address to which notices are to be sent by notice in writing given to the
other in accordance with the terms of this Agreement.


 


14            Conflicts.


 


In instances where
there is a conflict between the Plan and this Agreement, the relevant
provisions in the Plan shall prevail.


 


IN WITNESS
WHEREOF, Bank and Participant have hereunto set their hands and seals the day
and year first above written.


 


 


	
   

  	
  BANK:

  
	
   

  	
  AMERICAN HOME BANK,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 

















 


	
   

  	
  PARTICIPANT: