Delaware | 0-24100 | 41-1777397 | ||
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
1016 Civic Center Drive Northwest | ||
PO Box 6057 | ||
Rochester, Minnesota | 55903-6057 | |
(Address of principal executive offices) | (Zip Code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| HMN Financial Inc. 2009 Equity Incentive Plan Restricted Stock Agreement; | ||
| HMN Financial Inc. 2009 Equity Incentive Plan Incentive Stock Option Agreement; and | ||
| HMN Financial Inc. 2009 Equity Incentive Plan Non-Statutory Stock Option Agreement. |
Exhibit Number | Description | |
99.1
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HMN Financial Inc. 2009 Equity Incentive Plan Restricted Stock Agreement | |
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99.2
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HMN Financial Inc. 2009 Equity Incentive Plan Incentive Stock Option Agreement | |
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99.3
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HMN Financial Inc. 2009 Equity Incentive Plan Non-Statutory Stock Option Agreement |
HMN Financial, Inc.
(Registrant)
/s/
Jon Eberle
Jon Eberle
Date: May 12, 2009
Senior Vice President,
Chief Financial Officer and Treasurer
Full Name of Participant:
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Number of Shares Covered:
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Grant Date: | |
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Vesting Schedule:
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Number of Share(s) Which | |
Vesting Date(s)
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Become Vested |
* | Any capitalized term used in this Agreement will have the meaning set forth in this Agreement (including the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future. |
1. | Issuance of Restricted Shares . |
(a) | Subject to the terms and conditions of this Agreement, the Company has granted to the Participant Restricted Stock in the number of Shares specified at the beginning of this Agreement. Such Shares of Restricted Stock are subject to the restrictions provided for in this Agreement, and in the Plan, and are referred to collectively as the Restricted Shares and each as a Restricted Share . The term Restricted Shares also refers to all securities received by the Participant in replacement of or in connection with the Restricted Shares acquired hereby pursuant to a recapitalization, reclassification, stock dividend, stock split, stock combination or other relevant event. | ||
(b) | Each Restricted Share will be evidenced by a book-entry in the name of the Participant with the Companys transfer agent or by one or more Common Stock certificates issued in the name of the Participant. Any such Common Stock certificate will be deposited with the Company or its designee, together with an assignment separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry will be subject to transfer restrictions and accompanied by a similar legend. Upon the vesting of Shares of Restricted Stock and the corresponding lapse of the restrictions and forfeiture conditions, the transfer restrictions and restrictive legend applicable to any book-entry evidencing such Shares will be removed, or a certificate for the Shares bearing no restrictive legend will be delivered to the Participant or a Successor or a Transferee. | ||
(c) | A Participant with a Restricted Stock Award has all the other rights of a stockholder, including the right to receive dividends and the right to vote the Shares of Restricted Stock. Any Shares or property other than regular cash dividends distributed with respect to Restricted Shares will be subject to the same conditions and restrictions as the underlying Shares. Notwithstanding the foregoing, cash dividends on Restricted Shares that have performance vesting provisions will be subject to the same conditions and restrictions as the related Shares. |
2. | Forfeiture and Transfer Restrictions . |
(a) | Forfeiture . If (i) the Participants Service with the Company, or a Parent or Subsidiary thereof, is terminated for any reason, whether by the Company with or without cause, voluntarily or involuntarily by the Participant or otherwise, or (ii) the Participant attempts to transfer or otherwise dispose of any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, in violation of this Agreement, then any Restricted Shares that have not previously vested will be forfeited by the Participant to the Company, the Participant will thereafter have no right, title or interest whatsoever in such Restricted Shares. The Company unilaterally may instruct the Companys transfer agent to adjust the |
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stock register of the Company to reflect the forfeiture of any Restricted Shares. If the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Participant must immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Participant must deliver to Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and issue and deliver to the Participant a new certificate for any Shares which vested prior to forfeiture. For purposes of this Agreement, neither the transfer of the Participant between any combination of the Company and its Affiliates, nor a leave of absence granted to the Participant by the Company, will be deemed a termination of employment. | |||
(b) | Limitation on Transfer. Until such time as the Restricted Shares have become vested under Section 3 of this Agreement, the Participant will not sell, assign, or transfer the Restricted Shares other than (i) to a Successor, (ii) pursuant to a divorce decree or qualified domestic relations order as defined by the Code, or Title I of ERISA, or (iii) if permitted by law, by a bona fide gift to a Transferee. Any attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares contrary to the provisions hereof, and the levy of any attachment or similar process upon the Restricted Shares, will be void. |
3. | Vesting . The Restricted Shares will cease to be subject to forfeiture under Section 2 hereof in the numbers and on the dates specified in the vesting schedule in the table at the beginning of this Agreement; provided, however, that the Restricted Shares will immediately cease to be subject to forfeiture under Section 2 hereof upon the occurrence of a Corporate Transaction (as such term is defined in the Plan) with respect to the Company. Restricted Shares that have so ceased to be subject to forfeiture are sometimes referred to as vested or as Vested Shares in this Agreement. | |
Death or Disability . If the Participants Service with the Company or an Affiliate terminates because of death or disability, the number of shares that are subject to forfeiture under this Agreement will be prorated for the portion of the term of this Award during which the Participant provided Service to the Company and its Affiliates, and, with respect to such Restricted Shares, will be Vested Shares. Any Restricted Shares which do not become vested under the preceding sentence will terminate at the date of the Participants termination of Service and such Restricted Shares will be forfeited to the Company. | ||
4. | Stockholder Rights . As of the date of issuance specified at the beginning of this Agreement, the Participant will have all of the rights of a stockholder of the Company with respect to the Restricted Shares, except as otherwise specifically provided in this Agreement. |
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5. | Tax Withholding . The parties hereto recognize that the Company or its Subsidiary may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Restricted Shares, or, in the event that the Participant elects under Code Section 83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon the Participants receipt of the Restricted Shares. The Participant agrees that, at such time, if the Company or its Subsidiary is required to withhold such taxes, the Participant will promptly pay, in cash upon demand to the Company or the Subsidiary having such obligation, such amounts as will be necessary to satisfy such obligation. In lieu of all or any part of a cash payment from a person receiving Restricted Shares under the Plan, the Committee may permit the individual to cover all or any part of the required withholdings (up to the Participants minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) through a reduction in the number of Restricted Shares delivered or a delivery or tender to the Company of Shares held by the Participant or other person, in each case valued in the same manner as used in computing the withholding taxes under applicable laws. | |
The Participant further acknowledges that the Company has directed the Participant to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which the Participant may reside, and the tax consequences of the Participants death. | ||
6. | Restrictive Legends and Stop-Transfer Orders . |
(a) | Legends. Any certificate or certificates representing the Restricted Shares will bear the following legend (as well as any legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions set forth in this Agreement: |
(b) | Stop-Transfer Notices. The Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate stop transfer instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. | ||
(c) | Refusal to Transfer. The Company will not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares will have been so transferred. |
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7. | Not Part of Employment Contract; Discontinuance of Employment . This Agreement awards Restricted Stock to the Participant, but does not impose any obligation on the Company to make any future grants or issue any future awards to the Participant or otherwise continue the participation of the Participant under the Plan. This Agreement will not give the Participant a right to continued employment or Service with the Company or any Affiliate, and the Company or Affiliate employing the Participant may terminate his or her Service and otherwise deal with the Participant without regard to the effect it may have upon him or her under this Agreement | |
By executing this Agreement, the Participant expressly acknowledges the above. | ||
8. | Interpretation of This Agreement . All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan will be binding and conclusive upon the Company and the Participant. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. | |
9. | Binding Effect . This Agreement will be binding in all respects on the heirs, representatives, successors and assigns of the Participant (and included for the sake of clarification, a Successor or Transferee of the Participant). | |
10. | Choice of Law . This Agreement is entered into under the laws of the State of Delaware and will be construed and interpreted thereunder (without regard to its conflict-of-law principles). | |
11. | Entire Agreement . This Agreement and the Plan set forth the entire agreement and understanding of the parties hereto with respect to the issuance and sale of the Restricted Shares and the administration of the Plan and supersede all prior agreements, arrangements, plans, and understandings relating to the issuance and sale of these Restricted Shares and the administration of the Plan. | |
12. | Amendment and Waiver . Except as provided in the Plan, this Agreement may be amended, waived, modified, or canceled only by a written instrument executed by the parties or, in the case of a waiver, by the party waiving compliance. | |
13. | Section 409A . Notwithstanding anything in this Agreement to the contrary, any payments hereunder that would be subject to an additional or accelerated tax under Section 409A of the Code will be deferred until the earliest date that such payments may be made without the imposition of such tax. | |
14. | Acknowledgment of Receipt of Copy . By execution hereof, the Participant acknowledges having received a copy of the Plan. |
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PARTICIPANT | ||||||
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HMN FINANCIAL, INC. | ||||||
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Full Name of Participant:
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Number of Shares Covered:
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Grant Date: | |
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Exercise Price Per Share:
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Expiration Date: | |
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Exercise Schedule (cumulative):
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Number of Share(s) as to Which | |
Date(s)
of Exercisability
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Option Becomes Exercisable |
* | Any capitalized term used in this Agreement will have the meaning set forth in this Agreement (including the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future. |
1. | Grant . Subject to the terms of the Plan, the Participant is granted an Option to purchase the number of Shares specified in the table at the beginning of this Agreement. |
2. | Exercise Amount . The purchase price to the Participant for each Share subject to this Option will be the Exercise Price Per Share specified in the table at the beginning of this Agreement. The aggregate of the Exercise Price Per Share multiplied by the number of Shares exercised, plus the amount of any tax withholding as provided in Section 15 of the Plan, will be the Exercise Amount . |
3. | Incentive Stock Option . This Option is intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). |
4. | Exercise Schedule . Subject to the terms of the Plan, the Option will vest and become exercisable as to the number of Shares and on the dates specified in the Exercise Schedule at the beginning of this Agreement. The Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated, or been cancelled, the Participant (or that Participants Successor or Transferee) may exercise the Option and purchase all or any portion of the Shares then exercisable under the Exercise Schedule. | |
To the extent the aggregate Fair Market Value (determined as of the Grant Date of an Option) of Shares with respect to which this Option and any other Incentive Stock Options granted by the Company or its Affiliates are exercisable for the first time during any calendar year exceeds $100,000 (or such amount proscribed in Code Section 422), such excess Options will be treated as Non-Statutory Stock Options. This $100,000 limit (or such amount proscribed in Code Section 422), will be applied by taking such Incentive Stock Options into account in the order in which they were granted. |
5. | Expiration . This Option will expire at 4:00 p.m. Central Time on the earliest of: |
(a) | the Expiration Date specified in the table at the beginning of this Agreement, which date will not be later than (i) seven years after the Grant Date or, (ii) if the Participant owns or is deemed to own stock possessing more than 10% of the combined voting power of all classes of stock of the Company or of its Parent or Subsidiary, five years after the Grant Date; | ||
(b) | the last day of the period after the termination of Participants Service during which the Option can be exercised (as specified in Section 7 of this Agreement); or | ||
(c) | the date the Participants Service is terminated for Cause. |
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No one may exercise this Option after it has expired, notwithstanding any other provision of this Agreement. |
6. | Procedure to Exercise Option . |
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7. | Employment Requirement . This Option may be exercised only if the Participant has continuously provided Service to the Company or an Affiliate since the Grant Date and continues to provide Service on the exercise date. However, the Option may be exercised after termination of the Participants Service (but in no event after the expiration of the Option) in the following situations: |
(a) | The Option may be exercised within six months of termination of Participants Service because of death or Disability, but only to the extent that the Option was exercisable immediately prior to the termination of Service. | ||
(b) | The Option may be exercised within three months of termination of Participants Service for any reason other than death, Disability or Cause, but only to the extent that the Option was exercisable immediately prior to the termination of Service. | ||
(c) | If the Participants Service terminates after a declaration made pursuant to Section 13 of the Plan in connection with a Corporate Transaction, the Option may be exercised at any time permitted by such declaration. | ||
(d) | For greater certainty, no cash or other compensation will be paid to any person in respect of an Option that the Participant may forfeit, in whole in or in part, or which otherwise ceases to be exercisable, on account of damages or otherwise relating to the forfeiture or non-exercise of any such Option. |
8. | Limitation on Transfer . While the Participant is alive, only the Participant (or that Participants Successor or Transferee) may exercise the Option. The Option may not be assigned or transferred other than by will or the laws of descent and distribution or pursuant to a divorce decree or qualified domestic relations order as defined by the Code, or Title I of ERISA. Any attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of this Option contrary to the provisions hereof, and the levy of any attachment or similar process upon this Option, will be void. | |
9. | No Stockholder Rights Before Exercise . No Participant, Successor, or Transferee will have any rights as a stockholder with respect to any securities covered by an Award unless and until the date the Participant, Successor, or Transferee becomes the holder of record of the Shares, if any, to which the Award relates. | |
10. | Adjustment for Changes in Capitalization . If an equity restructuring (as defined in Section 17 of the Plan) occurs that causes the per share value of the Shares to change, the Committee will make such equitable adjustments to the Option as are contemplated by |
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Section 17 of the Plan in order to avoid dilution or enlargement of your rights hereunder. The Committee may make such equitable adjustments to this Option as and to the extent provided in Section 17 of the Plan in connection with other changes in the Companys capitalization contemplated by Section 17 of the Plan. | ||
11. | Tax Withholding . Delivery of Shares upon exercise of this Option shall be subject to any required withholding taxes. As a condition precedent to receiving Shares upon exercise of this Option, the Optionee may be required to pay to the Company, in accordance with the provisions of the Plan, an amount equal to the amount of any required withholdings. | |
12. | Interpretation of This Agreement . All decisions and interpretations made by the Committee with regard to any question arising under this Agreement or the Plan will be binding and conclusive upon the Company and the Participant (or that Participants Successor or Transferee). If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. | |
13. | Discontinuance of Employment . Neither this Agreement, the Plan, nor the Option will confer on the Participant any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement will be construed as creating an employment contract for any specified term between Participant and the Company or any Affiliate. Neither any period of notice, if any, nor any payment in lieu thereof, upon termination of Service, wrongful or otherwise, will be considered as extending Participants period of Service for the purposes of the Plan or any Option granted thereunder. | |
14. | Obligation to Reserve Sufficient Shares . The Company will at all times during the term of this Option reserve and keep available a sufficient number of Shares to satisfy this Agreement. | |
15. | Binding Effect . This Agreement will be binding in all respects on the heirs, representatives, successors and assigns of the Participant (and included for the sake of clarification, a Successor or Transferee of the Participant). | |
16. | Choice of Law . This Agreement is entered into under the laws of the State of Delaware and will be construed and interpreted thereunder (without regard to its conflict-of-law principles). | |
17. | Entire Agreement . This Agreement and the Plan set forth the entire agreement and understanding of the parties hereto with respect to the grant and exercise of this Option and the administration of the Plan and supersede all prior agreements, arrangements, plans, and understandings relating to the grant and exercise of this Option and the administration of the Plan. | |
18. | Amendment and Waiver . Except as provided in the Plan, this Agreement may be amended, waived, modified, or canceled only by a written instrument executed by the parties or, in the case of a waiver, by the party waiving compliance. |
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19. | Acknowledgment of Receipt of Copy . By execution hereof, the Participant acknowledges having received a copy of the Plan. |
HMN FINANCIAL, INC. | PARTICIPANT | |||
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Participants Name: | |||
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Grant Date: | |||
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Exercise Price Per Share: | |||
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Number of Shares With Respect to Which the Option is Hereby Exercised: | |||
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Exercise Price: | |||
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Name in Which to Issue Certificate: | |||
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Address to Which Certificate Should be Delivered: | |||
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Principal Mailing Address for Holder of the Certificate (if different from above): | |||
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Very truly yours, | |
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Signature | |
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Name, please print | |
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Social Security Number |
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Grant Date: | |||
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Exercise Price Per Share: | |||
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Number of Shares With Respect to Which the Option is to be Exercised: | |||
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Exercise Price: | |||
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Very truly yours, | ||||
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Broker Name | ||||
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Full Name of Participant:
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Number of Shares Covered:
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Grant Date: | |
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Exercise Price Per Share:
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Expiration Date: | |
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Exercise Schedule (cumulative):
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Number of Share(s) as to Which | |
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* | Any capitalized term used in this Agreement will have the meaning set forth in this Agreement (including the table at the beginning of this Agreement) or, if not defined in this Agreement, set forth in the Plan as it currently exists or as it is amended in the future. |
1. | Grant . Subject to the terms of the Plan, the Participant is granted an Option to purchase the number of Shares specified in the table at the beginning of this Agreement. | |
2. | Exercise Amount . The purchase price to the Participant for each Share subject to this Option will be the Exercise Price Per Share specified in the table at the beginning of this Agreement. The aggregate of the Exercise Price Per Share multiplied by the number of Shares exercised, plus the amount of any tax withholding as provided in Section 15 of the Plan, will be the Exercise Amount . | |
3. | Not an Incentive Stock Option . This Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). | |
4. | Exercise Schedule . Subject to the terms of the Plan, the Option will vest and become exercisable as to the number of Shares and on the dates specified in the Exercise Schedule at the beginning of this Agreement. The Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated, or been cancelled, the Participant (or that Participants Successor or Transferee) may exercise the Option and purchase all or any portion of the Shares then exercisable under the Exercise Schedule. | |
5. | Expiration . This Option will expire at 4:00 p.m. Central Time on the earliest of: |
(a) | the Expiration Date specified in the table at the beginning of this Agreement (which date will not be later than seven years after the Grant Date); | ||
(b) | the last day of the period after the termination of Participants Service during which the Option can be exercised (as specified in Section 7 of this Agreement); or | ||
(c) | the date the Participants Service is terminated for Cause. |
6. | Procedure to Exercise Option . |
7. | Employment Requirement . This Option may be exercised only if the Participant has continuously provided Service to the Company or an Affiliate since the Grant Date and continues to provide Service on the exercise date. However, the Option may be exercised |
(a) | The Option may be exercised within six months of termination of Participants Service because of death or Disability, but only to the extent that the Option was exercisable immediately prior to the termination of Service. | ||
(b) | The Option may be exercised within three months of termination of Participants Service for any reason other than death, Disability or Cause, but only to the extent that the Option was exercisable immediately prior to the termination of Service. | ||
(c) | If the Participants Service terminates after a declaration made pursuant to Section 13 of the Plan in connection with a Corporate Transaction, the Option may be exercised at any time permitted by such declaration. | ||
(d) | For greater certainty, no cash or other compensation will be paid to any person in respect of an Option that the Participant may forfeit, in whole in or in part, or which otherwise ceases to be exercisable, on account of damages or otherwise relating to the forfeiture or non-exercise of any such Option. |
8. | Limitation on Transfer . While the Participant is alive, only the Participant (or that Participants Successor or Transferee) may exercise the Option. The Option may not be assigned or transferred other than by will or the laws of descent and distribution or pursuant to a divorce decree or qualified domestic relations order as defined by the Code, or Title I of ERISA. Any attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of this Option contrary to the provisions hereof, and the levy of any attachment or similar process upon this Option, will be void. |
9. | No Stockholder Rights Before Exercise . No Participant, Successor, or Transferee will have any rights as a stockholder with respect to any securities covered by an Award unless and until the date the Participant, Successor, or Transferee becomes the holder of record of the Shares, if any, to which the Award relates. |
10. | Adjustment for Changes in Capitalization . If an equity restructuring (as defined in Section 17 of the Plan) occurs that causes the per share value of the Shares to change, the Committee will make such equitable adjustments to the Option as are contemplated by Section 17 of the Plan in order to avoid dilution or enlargement of your rights hereunder. The Committee may make such equitable adjustments to this Option as and to the extent provided in Section 17 of the Plan in connection with other changes in the Companys capitalization contemplated by Section 17 of the Plan. |
11. | Tax Withholding . Delivery of Shares upon exercise of this Option shall be subject to any required withholding taxes. As a condition precedent to receiving Shares upon exercise of this Option, the Optionee may be required to pay to the Company, in accordance with the provisions of the Plan, an amount equal to the amount of any required withholdings. |
12. | Interpretation of This Agreement . All decisions and interpretations made by the Committee with regard to any question arising under this Agreement or the Plan will be binding and conclusive upon the Company and the Participant (or that Participants Successor or Transferee). If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. |
13. | Discontinuance of Employment . Neither this Agreement, the Plan, nor the Option will confer on the Participant any right with respect to continued Service with the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this Agreement will be construed as creating an employment contract for any specified term between Participant and the Company or any Affiliate. Neither any period of notice, if any, nor any payment in lieu thereof, upon termination of Service, wrongful or otherwise, will be considered as extending Participants period of Service for the purposes of the Plan or any Option granted thereunder. |
14. | Obligation to Reserve Sufficient Shares . The Company will at all times during the term of this Option reserve and keep available a sufficient number of Shares to satisfy this Agreement. |
15. | Binding Effect . This Agreement will be binding in all respects on the heirs, representatives, successors and assigns of the Participant (and included for the sake of clarification, a Successor or Transferee of the Participant). |
16. | Choice of Law . This Agreement is entered into under the laws of the State of Delaware and will be construed and interpreted thereunder (without regard to its conflict-of-law principles). |
17. | Entire Agreement . This Agreement and the Plan set forth the entire agreement and understanding of the parties hereto with respect to the grant and exercise of this Option and the administration of the Plan and supersede all prior agreements, arrangements, plans, and understandings relating to the grant and exercise of this Option and the administration of the Plan. |
18. | Amendment and Waiver . Except as provided in the Plan, this Agreement may be amended, waived, modified, or canceled only by a written instrument executed by the parties or, in the case of a waiver, by the party waiving compliance. |
19. | Acknowledgment of Receipt of Copy . By execution hereof, the Participant acknowledges having received a copy of the Plan. |
HMN FINANCIAL, INC. | PARTICIPANT | |||||||
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Very truly yours, | |||
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Exercise Price Per Share: |
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Number of Shares With Respect to
Which the Option is to be Exercised: |
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Exercise Price: |
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Very truly yours, | |||
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By |
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