Unassociated Document


    EXHIBIT
      4.2


     

    
       

    

    Rome
      Bancorp, Inc.

    2006
      Stock Option Plan

    Stock
      Option Certificate


     

    
      
        	
                 

              	
                 

              	
                 

              
	
                Name
                  of Optionee

              	
                 

              	
                Social
                  Security Number

              
	 
	
                Street
                  Address

              
	
                 

              	
                 

              	
                 

              
	
                City

              	
                State

              	
                ZIP
                  Code

              


      

       

    

    This
      Stock Option Agreement is intended to set forth the terms and conditions on
      which a Stock Option has been granted under the Rome Bancorp, Inc. 2006 Stock
      Option Plan. Set forth below are the specific terms and conditions applicable
      to
      this Stock Option. Attached as Exhibit
      A
      are its
      general terms and conditions.

    


    
      	
               

              Option
                Grant

            	
               

              (A)

            	
               

              (B)

            	
               

              (C)

            	
               

              (D)

            	
               

              (E)

            
	
               

              Grant
                Date:

            	
            	
            	
            	
            	
            
	
               

              Class
                of Optioned Shares*

            	
              Common

            	
              Common

            	
              Common

            	
              Common

            	
              Common

            
	
               

              No.
                of Optioned Shares*

            	 	 	 	 	 
	
               

              Exercise
                Price Per Share*

            	 	 	 	 	 
	
               

              Option
                Type (ISO or NQSO)

            	 	 	 	 	 
	
               

              Vesting

            	 	 	 	 	 
	
               

              Earliest
                Exercise Date*

            	 	 	 	 	 
	
               

              Option
                Expiration Date*

            	 	 	 	 	 


    

    


    *Subject
      to adjustment as provided in the Plan and the General Terms and
      Conditions.

     

    By
      signing where indicated below, Rome Bancorp, Inc. (the “Company”) grants this
      Stock Option upon the specified terms and conditions, and the Optionee
      acknowledges receipt of this Stock Option Agreement, including Exhibit
      A,
      and
      agrees to observe and be bound by the terms and conditions set forth herein
      and
      acknowledges receipt of a Prospectus dated May 3, 2006 for the Rome Bancorp,
      Inc. 2006 Stock Option Plan.

     

    
      Rome
        Bancorp, Inc.       Optionee

       

      By_________________________________________ ________________________________

       
        Name:   

       
        Title: 

      _____________________________________________________________________________________

    

    Instructions:
      This
      page should be completed by or on behalf of the Compensation Committee. Any
      blank space intentionally left blank should be crossed out. An option grant
      consists of a number of optioned shares with uniform terms and conditions.
      Where
      options are granted on the same date with varying terms and conditions (for
      example, varying exercise prices or earliest exercise dates), the options should
      be recorded as a series of grants each with its own uniform terms and
      conditions.

     

     

    EXHIBIT
      A

    
       

      Rome
        Bancorp, Inc. 2006 Stock Option Plan

      Stock
        Option Certificate

       

      General
        Terms and Conditions

       

      Section
        1. Option
        Size and Type.
        The
        number of shares of Common Stock, par value $0.01 per share ("Shares"), that
        have been optioned to you under the Rome Bancorp, Inc. 2006 Stock Option
        Plan
        (the "Plan") is specified in this Stock Option Certificate. If the "Option
        Type"
        shown for your stock option is "ISO", then your stock option has been designed
        with the intent that it qualify to the maximum permissible extent for the
        special tax benefits applicable to incentive stock options under the Internal
        Revenue Code of 1986. If the "Option Type" shown for your stock options is
        "NQSO", then incentive stock option tax treatment is not
        applicable.

       

      Section
        2. Exercise
        Price.
        The
        Exercise Price for your stock options is the price per Share at which you
        may
        acquire the Shares that have been optioned to you and is specified in this
        Stock
        Option Certificate. As a general rule, the Exercise Price for your stock
        options
        will not change unless there is a stock split, stock dividend, merger or
        other
        major corporate event that justifies an adjustment. 

       

      Section
        3. Vesting.
        

       

      (a)
        Earliest
        Exercise Date.
        You may
        not exercise your stock options until they are vested. The date on which
        your
        stock options become vested is specified in this Stock Option Certificate
        as the
        Earliest Exercise Date. As a general rule, you must be in the service of
        the
        Company on an Earliest Exercise Date in order to be vested in the stock options
        that vest on that date. You may acquire the Shares that have been optioned
        to
        you by exercising your stock options at any time during the period beginning
        on
        the Earliest Exercise Date and continuing until the applicable Option Expiration
        Date, by completing and filing the Notice of Exercise of Stock Option that
        is
        attached to this Stock Option Certificate as Appendix A and by following
        the
        procedures outlined therein.

       

      (b)
        Forfeitures.
        If you
        terminate service with the Company prior to an Earliest Exercise Date, you
        will
        forfeit any stock options that are scheduled to vest on that date. When you
        forfeit stock options, you relinquish any and all rights that you have to
        acquire the Shares that were optioned to you.

       

      (c)
        Accelerated
        Vesting.
        Your
        outstanding stock options that have not previously vested will become fully
        and
        immediately vested, without any further action on your part, in the event
        of
        your death, Disability or Retirement before your termination of service with
        the
        Company. Similarly, all of your outstanding stock options that have not
        previously vested will become fully and immediately vested if a Change of
        Control occurs before your termination of service with the Company; provided,
        that these unvested stock options shall accelerate vesting only if no substitute
        grant is made pursuant to section 8.3(b) of the Plan. If vesting accelerates,
        the accelerated vesting date will be the applicable Earliest Exercise Date.
        You
        may designate a beneficiary to inherit your rights to any vested, unexercised
        stock options that are outstanding to you at your death using the Beneficiary
        Designation attached as Appendix B.

       

      Section
        4. Option
        Expiration Date.
        To
        derive any benefit from your stock options, you must exercise them during
        the
        period that begins on the applicable Earliest Exercise Date and ends on the
        Option Expiration Date. The Option Expiration Date for your stock options
        is
        specified in this Stock Option Certificate. Your Option Expiration Date may
        be
        accelerated in the event of your termination of service with the Company.
        Your
        stock options will expire on the earliest of (i) the Option Expiration Date,
        (ii) three months after your termination of service with the Company for
        any
        reason other than death, Disability (as defined in the Plan), Retirement
        (as
        defined in the Plan) or Termination for Cause (as defined in the Plan); (iii)
        one year after your termination of service due to death, Disability or
        Retirement; and (iv) the date and time of your Termination for Cause.


       

      Note:
        To
        qualify for the favorable tax treatment accorded to incentive stock options,
        you
        (or, in the event of your death, your estate or designated beneficiaries)
        must
        exercise any stock options that are designated as ISOs within three months
        after
        you terminate service as a common-law employee of the Company and its affiliates
        for any reason other than death or disability and within one year after you
        terminate service as common-law employee due to your death or disability.
        If
        they are exercised later, they will be subject to tax as if they were designated
        as NQSOs.

       

      Section
        5. Amendment.
        This
        Certificate may be amended, in whole or in part and in any manner not
        inconsistent with the provisions of the Plan, at any time and from time to
        time,
        by written Certificate between the Company and you.

       

      Section
        6. Plan
        Provisions Control.
        This
        Certificate and the rights and obligations created hereunder shall be subject
        to
        all of the terms and conditions of the Plan. In the event of any conflict
        between the provisions of the Plan and the provisions of this Certificate,
        the
        terms of the Plan, which are incorporated herein by reference, shall control.
        Capitalized terms in this Certificate have the meaning defined in the Plan,
        as
        amended from time to time, unless stated otherwise. By signing this Certificate,
        you acknowledge receipt of a copy of the Plan and a copy of the related
        Prospectus dated May 3, 2006. 

      



      
        
          
            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Appendix
        A to Stock Option Certificate

      Rome
        Bancorp, Inc. 2006 Stock Option Plan

       

      Notice
        of Exercise of Stock Option

       

      Use
        this Notice to inform Rome Bancorp, Inc. that you are exercising your right
        to
        purchase shares of common stock ("Shares") of Rome Bancorp, Inc. pursuant
        to an
        option ("Option") granted under the Rome Bancorp, Inc. 2006 Stock Option
        Plan
        ("Plan"). If you are not the person to whom the Option was granted ("Option
        Recipient"), you must attach to this Notice proof of your right to exercise
        the
        Option granted under the Stock Option Certificate entered into between Rome
        Bancorp, Inc. and the Option Recipient ("Certificate"). This Notice should
        be
        personally delivered or mailed by certified mail, return receipt requested
        to:
        Rome Bancorp, Inc., 100 West Dominick Street, Rome, NY 13440, Attention:
        Compensation Committee. The effective date of the exercise of the Option
        shall
        be the earliest date practicable following the date this Notice is received
        by
        Rome Bancorp, Inc. ("Effective Date"). Except as specifically provided to
        the
        contrary herein, capitalized terms shall have the meanings assigned to them
        under the Plan.

       

      OPTION
        INFORMATION Identify
        below the Option that you are exercising by providing the following information
        from the Stock Option Certificate.

       

      
        	 	Name
                of Option Recipient: 	 	 	 	 	
              	 	 	 	 
	 	 	 	
                 ,

              	 	
                Exercise
                  Price per share:

              	
                 $

              	 	
                .

              	 
	 	Option
                Grant Date:	
                (Month
                  and Day)

              	 	 (Year)	 	 	 	 	 


      

         

      EXERCISE
        PRICE  Compute
        the Exercise Price below and select a method of payment.

       

      
        	 	Total
                Exercise Price	 	
                 x

              	
                 $

              	 	
                .

              	 	 =	
                 $

              	 	 
	 	 	 (No.
                of Shares)	 	 	 (Exercise
                Price)	 	 	 	 	
                 Total
                  Exercise Price

              	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Method
                of Payment	 	 	 	 	 	 	 	 	 	 
	 	
                ⁪

              	
                 I
                  enclose a certified check, money order, or bank draft payable to
                  the order
                  of Rome Bancorp, Inc.

                in
                  the amount of          

              	
                 $

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                 

              	
                ⁪

              	I
                enclose Shares I have owned for at least six months duly endorsed
                for
                transfer to Rome Bancorp, Inc. 
                with
                  all stamps attached and having a fair market value of*       

              	
                 $

              	 	 
	 	 	 	 	 	 
	 	 	Total
                Exercise Price	
                 $

              	
                 

              	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	*Subject
                to Committee approval as an acceptable method of
                payment. 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      ISSUANCE
        OF CERTIFICATES

       

      I
        hereby
        direct that the stock certificates representing the Shares purchased pursuant
        to
        section 2 above be issued to the following person(s) in the amount specified
        below:

       

      
        	
                Name
                  and Address

              	 	
                Social
                  Security No.

              	 	
                No.
                  of Shares

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 -	 	 -	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 -	 	
                 -

              	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

       

      WITHHOLDING
        ELECTIONS For
        Employee Option Recipients with Non-Qualified Stock Options only. Beneficiaries
        should not complete.

       

      I
        understand that I am responsible for the amount of federal, state and local
        taxes required to be withheld with respect to the Shares to be issued to
        me
        pursuant to this Notice, but that I may request Rome Bancorp, Inc. to retain
        or
        sell a sufficient number of such Shares to cover the amount to be withheld.
        I
        hereby request that any taxes required to be withheld be paid in the following
        manner [check one]:

       

      ⁪ With
        a
        certified or bank check that I will deliver to Rome Bancorp, Inc. on the
        day
        after the Effective Date of my Option exercise.

       

      ⁪ With
        the
        proceeds from a sale of Shares that would otherwise be distributed to
        me.

       

      ⁪ Retain
        shares that would otherwise be distributed to me and that have a value equal
        to
        the minimum amount required to be withheld by law.

       

      I
        understand that the withholding elections I have made on this form are not
        binding on the Committee, and that the Committee will decide the amount to
        be
        withheld and the method of withholding and advise me of its decision prior
        to
        the Effective Date. I further understand that the Committee may request
        additional information or assurances regarding the manner and time at which
        I
        will report the income attributable to the distribution to be made to me.
        I
        further understand that if I have elected to have Shares sold to satisfy
        tax
        withholding, I may be asked to pay a minimal amount of such taxes in cash
        in
        order to avoid the sale of more Shares than are necessary. 

       

      COMPLIANCE
        WITH TAX AND SECURITIES LAWS

       

      
        	
                S

                I

                G

                N

              	
                H

                E

                R

                E

              	
                I
                  understand that I must rely on, and consult with, my own tax and
                  legal
                  counsel (and not Rome Bancorp, Inc.) regarding the application
                  of all laws
                  -- particularly tax and securities laws -- to the transactions
                  to be
                  effected pursuant to my Option and this Notice. I understand that
                  I will
                  be responsible for paying any federal, state and local taxes that
                  may
                  become due upon the sale (including a sale pursuant to a "cashless
                  exercise") or other disposition of Shares issued pursuant to this
                  Notice
                  and that I must consult with my own tax advisor regarding how and
                  when
                  such income will be reportable.

              
	 	 	 	 	 
	 	 	
                Signature

              	 	
                Date

              


      

       

       

      
        	
                Internal
                  Use Only

              
	 	 	 	 	 	 
	Received
                [check
                one]:	
                ⁪  
                  By
                  Hand

              	
                ⁪  
                  By
                  Mail Post Marked

              	 	 
	 	 	 	 	
                Date
                  of Post Mark

              	 
	 	 	 	 	 	 
	By	 	 	 	 
	 	
                Authorized
                  Signature

              	 	
                Date
                  of Receipt

              	 


      

       


      
        
          
            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Appendix
        B to Stock Option Certificate

      Rome
        Bancorp, Inc.

      2006
        Stock Option Plan

       

      Beneficiary
        Designation Form

       

       

      
         

        
          	
                  GENERAL

                  INFORMATION

                	 	Use
                  this form to
                  designate the Beneficiary(ies) who will receive Shares available
                  for
                  distribution at the time of your death.
	 	 	 	 	 
	
                  Name
                    of

                  Award
                    Recipient

                	 	 	
                  Social
                    Security Number  

                	 	-	 	-	 
	 	 	 	 	 
	
                  BENEFICIARY

                  DESIGNATION

                	
                  Complete
                    sections A and B. If no percentage shares are specified, each
                    Beneficiary
                    in the same class (primary or contingent) shall have an equal
                    share. If
                    any designated Beneficiary predeceases you, the shares of each
                    remaining
                    Beneficiary in the same class (primary or contingent) shall be
                    increased
                    proportionately.

                


        

         

        
          	
                  A.  
                    PRIMARY BENEFICIARY(IES).
                    I
                    hereby designate the following person as my primary Beneficiary
                    under the
                    Plan, reserving the right to change or revoke this designation
                    at any time
                    prior to my death:

                
	 	 	 	 	 	 	 	 	 	 
	
                  Name

                	 	
                  Address

                	 	
                  Relationship

                	 	
                  Birthdate

                	 	
                  Share

                	 
	 	 	 	 	 	 	 	 	 	
                  %

                
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                  %

                
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                  %

                
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                  Total
                    = 100%

                	 


        

        
           

          
            	
                    B. 
                      CONTINGENT BENEFICIARY(IES).
                      I
                      hereby designate the following person(s) as my contingent Beneficiary(ies)
                      under the Plan to receive benefits only if all of my primary
                      Beneficiaries
                      should predecease me, reserving the right to change or revoke
                      this
                      designation at any time prior to my death with respect to all
                      outstanding
                      Awarded Shares:

                  
	 	 	 	 	 	 	 	 	 	 
	
                    Name

                  	 	
                    Address

                  	 	
                    Relationship

                  	 	
                    Birthdate

                  	 	
                    Share

                  	 
	 	 	 	 	 	 	 	 	 	
                    %

                  
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                    %

                  
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                    %

                  
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                    Total
                      = 100%

                  	 
	 	 	 	 	 	 	 	 	 	 
	
                    S

                    I

                    G

                    N

                  	
                    H

                    E

                    R

                    E

                  	I understand that
                    this Beneficiary
                    Designation shall be effective only if properly completed and
                    received by
                    the Corporate Secretary of Rome Bancorp, Inc. prior to my death,
                    and that
                    it is subject to all of the terms and conditions of the Plan.
                    I also
                    understand that an effective Beneficiary designation revokes
                    my prior
                    designation(s) with respect to all outstanding Awarded Shares.	 
	
                     

                  	
                     

                  	 	 	 	 	 	 	 	 	 	 
	
                     

                  	
                     

                  	 	 	 	 	 	 	 
	 	
                    Your
                      Signature

                  	 	
                    Date

                  	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                     Internal
                      Use
                      Only

                  
	 	 	 	 	 	 	 	 	 	 
	This Beneficiary
                    Designation was
                    received by the Corporate Secretary of Rome Bancorp, Inc. on
                    the date
                    indicated.	
                    Comments

                  
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	By	 	 	 	 	 	 	 	 	 	 	 
	
                    Authorized
                      Signature

                  	 	
                    Date