Easton Bancorp, Inc.
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION
THIS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION (this Option) is effective as of
May 1, 1999 by and between Easton Bancorp, Inc and R. Michael S. Menzies, Sr. (the "Optionee").
WHEREAS, the purpose of this Option is to promote the growth of Easton Bank and Trust and Easton Bancorp,
Inc (the Bank) by providing the Optionee with an incentive to achieve objectives of the Bank; and
WHEREAS, the Board of Directors of Easton Bancorp, Inc has approve the grant to the Qptionee of a non-
qualified stock option to purchase up to 56,000 shares of Common Stock of Easton Bancorp, Inc, subject to
and in accordance with the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and covenants and agreements hereinafter set forth, the
parties hereto hereby mutually covenant and agree as follows:
(a) "Cause" means an intentional failure to perform personal stated duties, personal dishonesty which results in a
loss to the Bank or one of its affiliates, a willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or an intentional or grossly negligent act which directly leads to a final order which results in
substantial loss to the Bank or one of its affiliates.
(b) "Common Stock" means the Common Stock of Easton Bancorp, Inc, par value $.10 per share.
(c) "Disability" means the permanent and total inability by reason of mental or physical infirmity, or both, of the
Optionee to perform work customarily assigned to him. Additionally, a medical doctor selected or approved by
the Board of Directors must advise the Bank that it is either not possible to determine when such disability will
terminate or that it appears probable that such Disability will be permanent during the remainder of the Optionee's
(d) "Market Value" means when used in connection with the Common Stock on a certain date, the average of the
bid and asked price o