As filed with the Securities and Exchange Commission
on August 7, 1997 REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
NORTH CENTRAL BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Iowa 42-1449849
(STATE OR OTHER JURISDICTION (I.R.S. Employer
OF INCORPORATION OR Identification No.)
ORGANIZATION)
825 CENTRAL AVENUE
FORT DODGE, IOWA 50501-1237
(515) 576-7531
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
NORTH CENTRAL BANCSHARES, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
---------------
DAVID M. BRADLEY
Chairman of the Board, President and Chief Executive Officer
North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, Iowa 50501-1237
(515) 576-7531
Copy to:
W. EDWARD BRIGHT, ESQ.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
OF AGENT FOR SERVICE)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Title of Securities Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Price Per Share (2) Aggregate Offering Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 401,105 shares $16.563 $5,653,633 $1,714
====================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of North Central
Bancshares, Inc. (the "Company") reserved for issuance upon exercise of
options granted pursuant to the North Central Bancshares, Inc. 1996
Stock Option Plan (the "Plan"). In addition to such shares, this
registration statement covers an undetermined number of shares of
common stock of the Company that, by reason of certain events specified
in the Plans, may become issuable upon exercise of options through the
application of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which 236,000 and 500 shares subject to outstanding options are deemed
to be offered at exercise prices of $12.375 and $13.5625, respectively,
and shares that may be acquired upon exercise of options granted in the
future are deemed to be offered at $16.563 per share, the average of
the daily high and low sales prices of common stock of the Company on
the NASDAQ Stock Market at the close of trading on August 5, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-27672) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, which was filed with the
Commission pursuant to the Exchange Act of 1934, as amended
(the "Exchange Act");
(2) the description of the Registrant's Common Stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form 8-A, dated January 26, 1996; and
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1997.
<PAGE>
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
North Central Bancshares, Inc. will provide without charge to
each person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Written requests should be
directed to John L. Pierschbacher, North Central Bancshares, Inc., 825 Central
Avenue, Fort Dodge, Iowa 50501-1237. Telephone requests may be directed to (515)
576-7531.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.
Section 851 of the Iowa Business Corporation Act (the "IBCA")
INTER ALIA, empowers an Iowa corporation to indemnify an individual made a party
to a proceeding because such individual is or was a director against liability
incurred in the proceeding, provided that such individual acted in good faith,
reasonably believed, in the case of conduct in such individual's official
capacity with the corporation, that such individual's conduct was in the
corporation's best interests, or in all other cases, that such individual's
conduct was at least not opposed to the corporation's best interests and, with
respect to a criminal proceeding, had no reasonable cause to believe such
individual's conduct was unlawful. However, indemnification is prohibited either
in connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation, or in connection with any
other proceeding charging improper personal benefit to the director, whether or
not involving action in such director's official capacity, in which such
director was adjudged liable on the basis that personal benefit was improperly
received.
-2-
<PAGE>
Section 852 of the IBCA further provides that, unless limited
by its articles of incorporation, a corporation shall indemnify a director who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which such director was a party because such director is or was a
director of the corporation against reasonable expenses incurred by such
director in connection with the proceeding.
Section 853 of the IBCA further provides that a corporation
may pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding if such director furnishes the corporation a written
affirmation's of such director's good faith belief that such director has met
the standard of conduct described in Section 851, furnishes the corporation a
written undertaking, to repay the advance if it is ultimately determined that
such director did not meet the standard of conduct, or a determination is made
that the facts then known to those making the determination would not preclude
indemnification.
Section 856 of the IBCA further provides that, unless a
corporation's articles of incorporation provide otherwise, an officer of the
corporation who is not a director is entitled to mandatory indemnification to
the same extent as a director. Additionally, the corporation may indemnify and
advance expenses to an officer, employee or agent of the corporation who is not
a director to the same extent as to a director; and indemnify and advance
expenses to an officer, employee, or agent who is not a director to the extent,
consistent with law, that may be provided by the articles of incorporation,
bylaws, general or specific action of its board of directors, or contract.
Section 857 of the IBCA further provides that a corporation
may purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee or agent of the corporation, or who, while a
director, officer, employee or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, employee or agent of
another foreign or domestic corporation or organization, against liability
asserted against or incurred by such individual in that capacity or arising from
such individual's status as such, whether or not the corporation would have
power to indemnify such individual under Section 851 or 852 of the IBCA.
Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of his fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is expressly prohibited by the IBCA. Article X of the Company's
Certificate of Incorporation requires the Company, among other things, to
indemnify to the fullest extent permitted by the IBCA, any person who is or was
or has agreed to become a director or officer of the Company, who was or is made
a party to, or is threatened to be made a party to, or has become a witness in,
any threatened, pending or completed action, suit or proceeding, including
actions or suits by or in the right of the Company, by reason of such agreement
or service or the fact that such person is, was or has agreed to serve as a
director, officer, employee or agent of another corporation or organization at
the written request of the Company.
-3-
<PAGE>
Article X also empowers the Company to purchase and maintain
insurance to protect itself and any person who is or was a director, officer,
employee or agent of the Company or who is or was serving at the written request
of the Company as a director, officer, employee or agent of another corporation
or organization, against any liability, whether or not the Company would have
the power to indemnify those persons against such liability under the law or the
provisions set forth in the Certificate of Incorporation. The Company is also
authorized by its Certificate of Incorporation to enter into individual
indemnification contracts with directors, officers, employees and agents. The
Company's current employment agreement with David M. Bradley obligates the Bank
to either provide Mr. Bradley with indemnification coverage under a standard
directors' and officers' liability policy or to indemnify him to the fullest
extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 North Central Bancshares, Inc. 1996 Stock Option Plan.
4.2 Form of Stock Option Agreement for Directors under the North
Central Bancshares, Inc. 1996 Stock Option Plan.
4.3 Form of Stock Option Agreement for Officers and Employees under
the North Central Bancshares, Inc. 1996 Stock Option Plan.
4.4 Certificate of Incorporation of North Central
Bancshares, Inc., incorporated by reference to the
Registrant's Registration Statement on Form 8-A,
dated January 26, 1996, as amended, which was filed
with the Commission pursuant to the Exchange Act.
4.5 By-Laws of North Central Bancshares, Inc.,
incorporated by reference to the Registrant's
Registration Statement on Form 8-A, dated January 26,
1996, as amended, which was filed with the Commission
pursuant to the Exchange Act.
5.1 Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. as to the
legality of the securities being registered.
23.1 Consent of Dickinson, Mackaman, Tyler & Hagen, P.C.(included in
Exhibit 5.1 hereof).
23.2 Consent of McGladrey & Pullen, LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. The undersigned Registrant hereby undertakes:
-4-
<PAGE>
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act ) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
-5-
<PAGE>
D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Dodge, State of Iowa on August 7, 1997.
NORTH CENTRAL BANCSHARES, INC.
(Registrant)
By: /s/ David M. Bradley
-----------------------------------------
David M. Bradley
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David M. Bradley Chairman of the Board, President and August 7, 1997
- -------------------------------- Chief Executive Officer
David M. Bradley (Principal executive officer)
/s/ Karene Egemo Director August 7, 1997
- --------------------------------
Karene Egemo
/s/ Howard A. Hecht Director August 7, 1997
- --------------------------------
Howard A. Hecht
/s/ Melvin R. Schroeder Director August 7, 1997
- --------------------------------
Melvin R. Schroeder
/s/ John M. Peters Director August 7, 1997
- --------------------------------
John M. Peters
/s/ Robert H. Singer, Jr. Director August 7, 1997
- --------------------------------
Robert H. Singer, Jr.
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
<S> <C>
4.1 North Central Bancshares, Inc. 1996 Stock Option Plan..................................................
4.2 Stock Option Agreement for Directors under the North Central Bancshares, Inc.
1996 Stock Option Plan...............................................................................
4.3 Stock Option Agreement for Officers and Employees under the North Central
Bancshares, Inc. 1996 Stock Option Plan..............................................................
4.4 Certificate of Incorporation of North Central Bancshares, Inc., incorporated by
reference to the Registrant's Registration Statement on Form 8-A,
dated January 26, 1996, as amended, which was filed with the
Commission pursuant to the Exchange Act..............................................................
4.5 By-Laws of North Central Bancshares, Inc., incorporated by reference to the
Registrant's Registration Statement on Form 8-A, dated January 26,
1996, as amended, which was filed with the Commission pursuant to
the Exchange Act.....................................................................................
5.1 Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. as to the legality of the
securities being registered..........................................................................
23.1 Consent of Dickinson, Mackaman, Tyler & Hagen, P.C. (included in Exhibit 5.1 hereof)
23.2 Consent of McGladrey & Pullen, LLP.....................................................................
</TABLE>
-8-
EXHIBIT 4.1
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
<PAGE>
NORTH CENTRAL BANCSHARES, INC.
1996 STOCK OPTION PLAN
------------------------------
ADOPTED JULY 26, 1996
EFFECTIVE AS OF SEPTEMBER 21, 1996
INCORPORATING AMENDMENT NO. 1
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
ARTICLE I
PURPOSE
<S> <C> <C>
SECTION 1.1 GENERAL PURPOSE OF THE PLAN................................................................... 1
ARTICLE II
DEFINITIONS
SECTION 2.1 BANK.......................................................................................... 1
SECTION 2.2 BOARD......................................................................................... 1
SECTION 2.3 CHANGE IN CONTROL OF THE COMPANY.............................................................. 1
SECTION 2.4 CODE.......................................................................................... 3
SECTION 2.5 COMMITTEE..................................................................................... 3
SECTION 2.6 COMPANY....................................................................................... 3
SECTION 2.7 DISABILITY.................................................................................... 3
SECTION 2.8 DISINTERESTED BOARD MEMBER.................................................................... 3
SECTION 2.9 EFFECTIVE DATE................................................................................ 3
SECTION 2.10 ELIGIBLE INDIVIDUAL........................................................................... 4
SECTION 2.11 ELIGIBLE DIRECTOR............................................................................. 4
SECTION 2.12 EXCHANGE ACT.................................................................................. 4
SECTION 2.13 EXERCISE PRICE................................................................................ 4
SECTION 2.14 FAIR MARKET VALUE............................................................................. 4
SECTION 2.15 INCENTIVE STOCK OPTION........................................................................ 4
SECTION 2.16 LIMITED STOCK APPRECIATION RIGHT.............................................................. 4
SECTION 2.17 NON-QUALIFIED STOCK OPTION.................................................................... 4
SECTION 2.18 OPTION........................................................................................ 4
SECTION 2.19 OPTION PERIOD................................................................................. 5
SECTION 2.20 PERSON........................................................................................ 5
SECTION 2.21 PLAN.......................................................................................... 5
SECTION 2.22 QUALIFIED DOMESTIC RELATIONS ORDER............................................................ 5
SECTION 2.23 RETIREMENT.................................................................................... 5
SECTION 2.24 SERVICE....................................................................................... 5
SECTION 2.25 SHARE......................................................................................... 5
SECTION 2.26 TERMINATION FOR CAUSE......................................................................... 5
</TABLE>
(i)
<PAGE>
<TABLE>
Page
----
ARTICLE III
<CAPTION>
ADMINISTRATION
<S> <C> <C>
SECTION 3.1 COMMITTEE..................................................................................... 6
SECTION 3.2 COMMITTEE ACTION............................................................................... 7
SECTION 3.3 COMMITTEE RESPONSIBILITIES.................................................................... 7
ARTICLE IV
STOCK OPTIONS
SECTION 4.1 IN GENERAL.................................................................................... 7
SECTION 4.2 AVAILABLE SHARES.............................................................................. 8
SECTION 4.3 GRANTS TO ELIGIBLE INDIVIDUALS................................................................ 8
SECTION 4.4 GRANTS TO ELIGIBLE DIRECTORS.................................................................. 9
SECTION 4.5 METHOD OF EXERCISE............................................................................ 11
SECTION 4.6 LIMITATIONS ON OPTIONS........................................................................ 12
SECTION 4.7 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK OPTIONS............................................ 13
SECTION 4.8 LIMITED STOCK APPRECIATION RIGHTS............................................................. 13
SECTION 4.9 REQUIRED REGULATORY PROVISIONS................................................................ 15
ARTICLE V
AMENDMENT AND TERMINATION
SECTION 5.1 TERMINATION................................................................................... 15
SECTION 5.2 AMENDMENT..................................................................................... 15
SECTION 5.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION......................................... 16
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 STATUS AS AN EMPLOYEE BENEFIT PLAN............................................................ 17
SECTION 6.2 NO RIGHT TO CONTINUED EMPLOYMENT.............................................................. 17
SECTION 6.3 CONSTRUCTION OF LANGUAGE...................................................................... 17
SECTION 6.4 GOVERNING LAW................................................................................. 18
SECTION 6.5 HEADINGS...................................................................................... 18
SECTION 6.6 NON-ALIENATION OF BENEFITS.................................................................... 18
SECTION 6.7 TAXES......................................................................................... 18
SECTION 6.8 APPROVAL OF SHAREHOLDERS...................................................................... 18
SECTION 6.9 NOTICES....................................................................................... 18
</TABLE>
(ii)
<PAGE>
NORTH CENTRAL BANCSHARES, INC.
1996 STOCK OPTION PLAN
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of North Central Bancshares, Inc., to provide certain key
officers, employees and directors of North Central Bancshares, Inc. and its
affiliates with an incentive to achieve corporate objectives, to attract and
retain individuals of outstanding competence and to provide such individuals
with an equity interest in North Central Bancshares, Inc.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 BANK means First Federal Savings Bank of Fort
Dodge, a federally chartered savings institution, and any successor thereto.
SECTION 2.2 BOARD means the board of directors of North
Central Bancshares, Inc.
SECTION 2.3 CHANGE IN CONTROL OF THE COMPANY means any
of the following events:
(a) approval by the stockholders of North Central
Bancshares, Inc. of a transaction that would result in the
reorganization, merger or consolidation of North Central Bancshares,
Inc. with one or more other persons, other than a transaction
following which:
(i) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) in substantially the same relative proportions
by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3
<PAGE>
-2-
promulgated under the Exchange Act) at least 51% of the
outstanding equity ownership interests in North Central
Bancshares, Inc.; and
(ii) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of North Central
Bancshares, Inc.;
(b) the acquisition of all or substantially all of the
assets of North Central Bancshares, Inc. or beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of the outstanding securities of North Central
Bancshares, Inc. entitled to vote generally in the election of
directors by any person or by any persons acting in concert, or
approval by the stockholders of North Central Bancshares, Inc. of any
transaction which would result in such an acquisition;
(c) a complete liquidation or dissolution of North
Central Bancshares, Inc., or approval by the stockholders of North
Central Bancshares, Inc. of a plan for such liquidation or
dissolution;
(d) the occurrence of any event if, immediately following
such event, at least 50% of the members of the Board of Directors of
North Central Bancshares, Inc. do not belong to any of the following
groups:
(i) individuals who were members of the Board of
Directors of North Central Bancshares, Inc. on the effective
date of this Plan; or
(ii) individuals who first became members of the
Board of Directors of North Central Bancshares, Inc. after
the effective date of this Plan either:
(A) upon election to serve as a member of
the Board of Directors of North Central Bancshares,
Inc. by affirmative vote of three-quarters of the
members of such Board, or of a nominating committee
thereof, in office at the time of such first
election; or
(B) upon election by the stockholders of
North Central Bancshares, Inc. to serve as a member
of the Board of North Central Bancshares, Inc., but
only if nominated for election by affir mative vote
of three-quarters of the members of the Board of
Directors of North Central Bancshares, Inc., or of a
nominating committee thereof, in office at the time
of such first nomination;
<PAGE>
-3-
PROVIDED, HOWEVER, that such individual's election or
nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf
of the Board of North Central Bancshares, Inc.; or
(e) any event which would be described in section 2.3(a), (b),
(c) or (d) if the term "Bank" were substituted for the term "North
Central Bancshares, Inc." therein.
In no event, however, shall a Change in Control be deemed to have occurred as a
result of any acquisition of securities or assets of North Central Bancshares,
Inc., the Bank, or a subsidiary of either of them, by North Central Bancshares,
Inc., the Bank, or a subsidiary of either of them, or by any employee benefit
plan maintained by any of them. For purposes of this section 2.3, the term
"person" shall have the meaning assigned to it under sections 13(d)(3) or
14(d)(2) of the Exchange Act.
SECTION 2.4 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.5 COMMITTEE means the Committee described in section
3.1.
SECTION 2.6 COMPANY means North Central Bancshares, Inc., a
corporation organized and existing under the laws of the State of Iowa, and any
successor thereto, the Bank and any successor thereto and, with the prior
approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
institution.
SECTION 2.7 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.8 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of the Company, (b) is not a former
employee of the Company who receives compensation for prior services (other than
benefits under a tax-qualified retirement plan) during the taxable year, (c) has
not been an officer of the Company, (d) does not receive remuneration from the
Company, either directly or indirectly, in any capacity other than as a director
and (d) is not currently and for a period of at least one year has not been
eligible for discretionary awards under any stock compensation plan of the
Company. The term Disinterested Board Member shall be interpreted in such manner
as shall be necessary to conform to the requirements of section 162(m) of the
Code and Rule 16b-3 promulgated under the Exchange Act.
SECTION 2.9 EFFECTIVE DATE means September 21, 1996.
<PAGE>
-4-
SECTION 2.10 ELIGIBLE INDIVIDUAL means any individual whom the
Committee may determine to be a key officer or employee of the Company and
select to receive a grant of an Option pursuant to the Plan.
SECTION 2.11 ELIGIBLE DIRECTOR means a member of the Board who
is not also an employee or an officer of the Company.
SECTION 2.12 EXCHANGE ACT means the Securities Exchange Act of
1934, as amended.
SECTION 2.13 EXERCISE PRICE means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with section 4.3 with regard to Options granted to
Eligible Individuals and section 4.4 with regard to Options granted to Eligible
Directors.
SECTION 2.14 FAIR MARKET VALUE means, with respect to a Share
on a specified date:
(a) the final reported sales price on the date in question (or
if there is no reported sale on such date, on the last preceding date
on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
(b) if the Shares are not listed or admitted to trading on any
such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no such quotation is provided, on another
similar system, selected by the Committee, then in use; or
(c) if sections 2.14(a) and (b) are not applicable, the fair
market value of a Share as the Committee may determine.
SECTION 2.15 INCENTIVE STOCK OPTION means a right to purchase
Shares that is granted pursuant to section 4.1, that is designated by the
Committee to be an Incentive Stock Op tion and that is intended to satisfy the
requirements of section 422 of the Code.
SECTION 2.16 LIMITED STOCK APPRECIATION RIGHT means a right
granted pursuant to section 4.8.
SECTION 2.17 NON-QUALIFIED STOCK OPTION means a right to
purchase Shares that (a) is granted pursuant to section 4.1 or section 4.4 and
is designated by the Committee to be a Non-Qualified Stock Option, or (b) does
not satisfy the requirements of section 422 of the Code.
SECTION 2.18 OPTION means either an Incentive Stock Option or
a Non-Qualified Stock Option.
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SECTION 2.19 OPTION PERIOD means the period during which an
Option may be exercised, determined in accordance with section 4.3 with regard
to Options granted to Eligible Individuals and section 4.4 with regard to
Options granted to Eligible Directors.
SECTION 2.20 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.21 PLAN means the North Central Bancshares, Inc.
1996 Stock Option Plan, as amended from time to time.
SECTION 2.22 QUALIFIED DOMESTIC RELATIONS ORDER means a
Domestic Relations Order that: (a) clearly specifies (i) the name and last known
mailing address of the Option holder and of each person given rights under such
Domestic Relations Order, (ii) the amount or percentages of the Option holder's
benefits under this Plan to be paid to each person covered by such Domestic
Relations Order, (iii) the number of payments or the period to which such
Domestic Relations Order applies, and (iv) the name of this Plan; and (b) does
not require the payment of a benefit in a form or amount that is (i) not
otherwise provided for under the Plan, or (ii) inconsistent with a previous
Qualified Domestic Relations Order. For the purposes of this Plan, a "Domestic
Relations Order" means a judgment, decree or order (including the approval of a
property settlement) that is made pursuant to a state domestic relations or
community property law and relates to the provision of child support, alimony
payments, or marital property rights to a spouse, child or other dependent of an
Option holder.
SECTION 2.23 RETIREMENT means retirement at the normal or
early retirement date as set forth in any tax-qualified retirement plan of the
Bank.
SECTION 2.24 SERVICE means service for the Company as an
employee in any capacity, service as a director or advisory director of the
Company, or, with respect to any individual who is contractually bound by
restrictive covenants against competition or solicitation which operate to
benefit the Company, performance under such covenants.
SECTION 2.25 SHARE means a share of Common Stock, par value
$.01 per share, of North Central Bancshares, Inc.
SECTION 2.26 TERMINATION FOR CAUSE means one of the following:
(a) for an Eligible Employee who is not an officer or employee
of any bank or savings institution regulated by the Office of Thrift
Supervision, termination of employment with the Company upon the
occurrence of any of the following: (i) the employee intentionally
engages in dishonest conduct in connection with his performance of
services for the Company resulting in his conviction of a felony; (ii)
the employee is convicted of, or pleads guilty or NOLO CONTENDERE to, a
felony or any crime involving moral turpitude; (iii) the employee
willfully fails or refuses to perform his duties under any employment
or retention
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agreement and fails to cure such breach within sixty (60) days
following written notice thereof from the Company; (iv) the employee
breaches his fiduciary duties to the Company for personal profit; or
(v) the employee's willful breach or violation of any law, rule or
regulation (other than traffic violations or similar offenses), or
final cease and desist order in connection with his performance of
services for the Company;
(b) for an Eligible Employee who is an officer or employee of
a bank or savings institution regulated by the Office of Thrift
Supervision, termination of employment for personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease and desist order, or any material
breach of this Agreement, in each case as measured against standards
generally prevailing at the relevant time in the savings and community
banking industry;
PROVIDED, HOWEVER, that such individual shall not be deemed to have been
discharged for cause unless and until he shall have received a written notice of
termination from the Board, which notice shall be given to such individual not
later than five (5) business days after the Board adopts, and shall be
accompanied by, a resolution duly approved by affirmative vote of a majority of
the entire Board at a meeting called and held for such purpose (which meeting
shall be held not more than fifteen (15) days nor more than thirty (30) days
after notice to the individual), at which meeting there shall be a reasonable
opportunity for the individual to make oral and written presentations to the
members of the Board, on his own behalf, or through a representative, who may be
his legal counsel, to refute the grounds for the proposed determination) finding
that in the good faith opinion of the Board grounds exist for discharging the
individual for cause.
ARTICLE III
ADMINISTRATION
SECTION 3.1 COMMITTEE.
The Plan shall be administered by a Committee consisting of
the members of the Compensation Committee of North Central Bancshares, Inc. who
are Disinterested Board Members. If fewer than two members of the Compensation
Committee are Disinterested Board Members, then the Board shall appoint to the
Committee such additional Disinterested Board Members as shall be necessary to
provide for a Committee consisting of at least two Disinterested Board Members.
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SECTION 3.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
SECTION 3.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed from time to time by the Board, the Committee
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for
participation in the Plan, the number of Shares subject to the Options,
if any, to be granted, and the terms and conditions thereof;
(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE IV
STOCK OPTIONS
SECTION 4.1 IN GENERAL.
Subject to the limitations of the Plan, the Committee may, in
its discretion, grant to an Eligible Individual an Option to purchase Shares.
Any such Option shall be evidenced by a written agreement which shall:
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(a) designate the Option as either an Incentive Stock Option
or a Non-Qualified Stock Option;
(b) specify the number of Shares covered by the Option;
(c) specify the Exercise Price, determined in accordance
with section 4.3(b), for the Shares subject to the Option;
(d) specify the Option Period determined in accordance with
section 4.3(c);
(e) set forth specifically or incorporate by reference the
applicable provisions of the Plan; and
(f) contain such other terms and conditions not inconsistent
with the Plan as the Committee may, in its discretion, prescribe with
respect to an Option granted to an Eligible Individual.
SECTION 4.2 AVAILABLE SHARES.
Subject to section 5.3, the maximum aggregate number of Shares
with respect to which Options may be granted at any time shall be equal to the
excess of:
(a) 401,105 Shares; over
(b) the sum of:
(i) the number of Shares with respect to which
previously granted Options may then or may in the future be
exercised; plus
(ii) the number of Shares with respect to which
previously granted Options have been exercised.
For purposes of this section 4.2, an Option shall not be considered as having
been exercised to the extent that such Option terminates by reason other than
the purchase of the related Shares. In no event shall more than a cumulative
total of 120,331 Shares be issued under Options granted to Eligible Directors
hereunder.
SECTION 4.3 GRANTS TO ELIGIBLE INDIVIDUALS.
(a) Subject to sections 4.2 and 4.9 and such limitations as
the Board may from time to time impose, the number of Shares as to which an
Eligible Individual may be granted Options shall be determined by the Committee,
in its discretion. Except as provided in section
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4.9, the maximum number of Shares that may be optioned to any one individual
under this Plan during its entire duration shall be the entire number of Shares
available under the Plan.
(b) The price per Share at which an Option granted to an
Eligible Individual may be exercised shall be determined by the Committee, in
its discretion; PROVIDED, HOWEVER, that the Exercise Price shall not be less
than the Fair Market Value of a Share on the date on which the Option is
granted.
(c) Subject to section 4.9, the Option Period during which an
Option granted to an Eligible Individual may be exercised shall commence on the
date specified by the Committee in the Option agreement and shall expire on the
date specified in the Option agreement or, if no date is specified, on the
earliest of:
(i) the close of business on the last day of the three-month
period commencing on the date of the Eligible Individual's termination
of employment with the Company, other than on account of death or
Disability, Retirement or a Termination for Cause;
(ii) the close of business on the last day of the one-year
period commencing on the date of the Eligible Individual's termination
of employment due to death, Disability or Retirement;
(iii) the date and time when the Eligible Individual ceases to
be an employee of the Company due to a Termination for Cause; and
(iv) the last day of the ten-year period commencing on the
date on which the Option was granted.
SECTION 4.4 GRANTS TO ELIGIBLE DIRECTORS.
(a) On the Effective Date, each Person who is then an Eligible
Director shall be granted an Option to purchase Twenty Thousand (20,000) Shares.
(b) Any Person who becomes an Eligible Director after the
Effective Date shall be granted, subject to section 4.2, on January 1 of each
succeeding calendar year during which the Plan is in effect (or, if such date is
not a business day, the first business day thereafter) and provided that the
Eligible Director is still an Eligible Director on that date, an additional
Option to purchase Five Hundred (500) Shares. All Options granted under this
section 4.4(b) shall instead be exercisable immediately upon grant.
(c) Any Option granted under this section 4.4 shall be
evidenced by a written agreement which shall specify the number of Shares
covered by the Option, the Exercise Price for the Shares subject to the Option,
and the Option Period, all as determined pursuant to this section 4.4. The
Option agreement shall also set forth specifically or incorporate by reference
the applicable provisions of the Plan.
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(d) Notwithstanding sections 4.4(a) and (b), in the event
that, as of the first business day of any calendar month, the number of
available Shares determined under section 4.2 is less than the total number of
Shares with respect to which Options would be granted under section 4.4(b)
during such month, each Eligible Director scheduled to receive a grant of
Options during such month shall be granted an Option for the number of whole
Shares determined by multiplying (i) the number of Shares with respect to which
the Eligible Director would have been granted an Option on such date by (ii) a
fraction, the numerator of which is the number of Shares that are then available
under section 4.2 and the denominator of which is the total number of Shares
that would have to have been available under section 4.2 in order to grant all
of the Options that would otherwise have been granted under section 4.4(b)
during such month, and rounding to the nearest whole Share; PROVIDED, HOWEVER,
if rounding will require more Shares to be available than provided in section
4.1, then the amount determined pursuant to this section 4.4(c) will be
calculated by rounding down to the lesser whole number.
(e) The price per Share at which an Option granted to an
Eligible Director under this section 4.4 may be exercised shall be the Fair
Market Value of a Share on the date on which the Option is granted.
(f) Subject to section 4.4(g), the Option Period during which
an Option granted to an Eligible Director under this section 4.4 may be
exercised shall commence on the date the Option is granted and shall expire on
the earlier of:
(i) removal for cause in accordance with the Company's bylaws;
or
(ii) the last day of the ten-year period commencing on the
date on which the Option was granted.
(g) During the Option Period, the maximum number Shares as to
which an outstanding Option granted pursuant to section 4.4(a) may be exercised
shall be as follows:
(i) prior to the first anniversary of the date on which the
Option is granted, the Option shall not be exercisable;
(ii) on and after the first anniversary, but prior to the
second anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of Four Thousand (4,000)
Shares;
(iii) on and after the second anniversary, but prior to the
third anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of Eight Thousand (8,000)
Shares, including in such number any optioned Shares purchased prior to
such second anniversary;
(iv) on and after the third anniversary, but prior to the
fourth anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of Twelve Thousand (12,000)
Shares, including in such number any optioned Shares purchased prior to
such third anniversary;
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(v) on and after the fourth anniversary, but prior to the
fifth anniversary, of the date on which the Option is granted, the
Option may be exercised as to a maximum of Sixteen Thousand (16,000)
Shares, including in such number any optioned Shares purchased prior to
such fourth anniversary; and
(vi) on and after the fifth anniversary of the date on which
the Option is granted and for the remainder of the Option Period, the
Option may be exercised as to the entire number of optioned Shares not
theretofore purchased.
To the extent that any Option shall not have become exercisable prior to the
date on which the Option holder terminates all Service with the Company, such
Option shall not thereafter become exercisable; PROVIDED, HOWEVER, that such an
Option shall become fully exercisable, and all optioned Shares not previously
purchased shall become available for purchase, on the date of the Option
holder's termination of Service due to Retirement, death or Disability or upon
the occurrence of a Chamge in Control of the Company.
SECTION 4.5 METHOD OF EXERCISE.
(a) Subject to the limitations of the Plan and the Option
agreement, an Option holder may, at any time during the Option Period, exercise
his right to purchase all or any part of the Shares to which the Option relates;
PROVIDED, HOWEVER, that the minimum number of Shares which may be purchased
shall be 100, or, if less, the total number of Shares relating to the Option
which remain unpurchased. An Option holder shall exercise an Option to purchase
Shares by:
(i) giving written notice to the Committee, in such form and
manner as the Committee may prescribe, of his intent to exercise the
Option;
(ii) delivering to the Committee full payment, consistent with
section 4.5(b), for the Shares as to which the Option is to be
exercised; and
(iii) satisfying such other conditions as may be prescribed in
the Option agreement.
(b) The Exercise Price of Shares to be purchased upon exercise
of any Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company may accept) or, if and to the extent permitted
by the Committee, by one or more of the following: (i) in the form of Shares
already owned beneficially for a period of more than six months by the Option
holder having an aggregate Fair Market Value on the date the Option is exercised
equal to the aggregate Exercise Price to be paid; (ii) after a period of six
months from the date of grant of any such Option, by requesting the Company to
cancel without payment Options outstanding to such Person for that number of
Shares whose aggregate Fair Market Value on the date of exercise, when reduced
by their aggregate Exercise Price, equals the aggregate Exercise Price of the
Options being exercised; or (iii) by a combination thereof; PROVIDED, HOWEVER,
that an election under section 4.5(b)(ii) or (iii) shall be subject to the
conditions and limitations of Rule 16b-3 promulgated under the Exchange Act.
Payment for any Shares to be purchased upon exercise of an Option may also be
made by delivering a properly executed exercise notice to the Company, together
with a copy of irrevocable instructions to a broker to deliver promptly to the
Company
<PAGE>
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the amount of sale or loan proceeds to pay the purchase price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.
(c) When the requirements of section 4.5(a) and (b) have been
satisfied, the Committee shall take such action as is necessary to cause the
issuance of a stock certificate evidencing the Option holder's ownership of such
Shares. The Person exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to the Shares, prior
to the date as of which such Shares are transferred to such Person on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected, except as may be required under section 5.3.
SECTION 4.6 LIMITATIONS ON OPTIONS.
(a) An Option by its terms shall not be transferable by the
Option holder other than by will or by the laws of descent and distribution, or
pursuant to the terms of a Qualified Domestic Relations Order, and shall be
exercisable, during the lifetime of the Option holder, only by the Option holder
or an alternate payee designated pursuant to such a Qualified Domestic Relations
Order; PROVIDED, HOWEVER, that notwithstanding any provisions of this Plan to
the contrary, and if permitted by the Committee, an option which is not an
Incentive Stock Option may be transferred by, and only by, the person to whom
the Option was originally granted to (i) one or more of his spouse, children and
grandchildren, or (ii) one or more trusts for the benefit of himself and/or one
or more of the foregoing individuals. Any such transfer shall be effected by
written notice to the Company given in such form and manner as the Committee may
prescribe and shall be recognized only if such notice is received by the Company
prior to the death of the person giving it. Thereafter, the transferee shall
have, with respect to such Option, all of the rights, privileges and obligations
which would attach thereunder to the transferor if the Option were issued to
such transferor. If a privilege of the Option depends on the life, employment or
other status of the transferor, such privilege of the Option for the transferee
shall continue to depend on the life, employment or other status of the
transferor. The Committee shall have full and exclusive authority to interpret
and apply the provisions of this Plan to transferees to the extent not
specifically described herein.
(b) The Company's obligation to deliver Shares with respect to
an Option shall, if the Committee so requests, be conditioned upon the receipt
of a representation as to the investment intention of the Option holder to whom
such Shares are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such representation
shall become inoperative upon a registration of the Shares or upon the
occurrence of any other event eliminating the necessity of such representation.
The Company shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such Shares to listing on any stock exchange on which
Shares may then be listed, or (ii) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.
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SECTION 4.7 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK
OPTIONS.
In addition to the limitations of section 4.6, an Option
designated by the Committee to be an Incentive Stock Option shall be subject to
the following limitations:
(a) If, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as
of the date of the grant) of Shares subject to an Option intended to be
an Incentive Stock Option which first be come available for purchase
during such calendar year, and (ii) equals the Fair Market Value
(determined as of the date of grant) of Shares subject to any other
options intended to be Incentive Stock Options and previously granted
to the same Eligible Individual which first become exercisable in such
calendar year, then that number of Shares optioned which causes the sum
of (i) and (ii) to exceed $100,000 shall be deemed to be Shares
optioned pursuant to a Non-Qualified Stock Option or Non-Qualified
Stock Options, with the same terms as the Option or Options intended to
be an Incentive Stock Option;
(b) The Exercise Price of an Incentive Stock Option granted to
an Eligible Individual who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company shall not be less than 110% of the
Fair Market Value of a Share, and if an Option designated as an
Incentive Stock Option shall be granted at an Exercise Price that does
not satisfy this requirement, the designated Exercise Price shall be
observed and the Option shall be treated as a Non-Qualified Stock
Option;
(c) The Option Period of an Incentive Stock Option granted to
an Eligible Individual who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company, shall expire no later than the
fifth anniversary of the date on which the Option was granted, and if
an Option designated as an Incentive Stock Option shall be granted for
an Option Period that does not satisfy this requirement, the designated
Option Period shall be observed and the Option shall be treated as a
Non-Qualified Stock Option;
(d) An Incentive Stock Option that is exercised during its
designated Option Period but more than (i) three (3) months after the
termination of employment with the Company (other than on account of
disability within the meaning of section 22(e)(3) of the Code or death)
of the Eligible Individual to whom it was granted; and (ii) one (1)
year after such individual's termination of employment with the Company
due to disability (within the meaning of section 22(e)(3) of the Code);
may be exercised in accordance with the terms but shall be treated as a
Non-Qualified Stock Option; and
(e) Except with the prior written approval of the Committee,
no individual shall dispose of Shares acquired pursuant to the exercise
of an Incentive Stock Option until after the later of (i) the second
anniversary of the date on which
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the Incentive Stock Option was granted, or (ii) the first anniversary
of the date on which the Shares were acquired.
SECTION 4.8 LIMITED STOCK APPRECIATION RIGHTS.
(a) Each Option granted under this Plan shall be accompanied
by a Limited Stock Appreciation Right that is exercisable at the times and upon
the terms and conditions set forth herein. Each Limited Stock Appreciation Right
granted hereunder shall be exercisable for a period commencing on the date on
which a Change in Control of the Company occurs and ending six (6) months after
such date or, if later in the case of any Person, thirty (30) days after the
earliest date on which such Person may exercise the Limited Stock Appreciation
Right without subjecting himself to liability under section 16 of the Securities
Exchange Act of 1934, as amended. A Person in possession of a Limited Stock
Appreciation Right granted hereunder may exercise such Limited Stock
Appreciation Right by:
(i) giving written notice to the Committee, in such form and
manner as the Committee may prescribe, of his intent to exercise the
Limited Stock Appreciation Right; and
(ii) agreeing in such written notice to the cancellation of
Options then outstanding to him for a number of Shares equal to the
number of Shares for which the Limited Stock Appreciation Right is
being exercised.
Except as provided in section 4.8(c), within ten (10) days after the giving of
such a notice, the Committee shall cause the Company to deliver to such Person a
monetary payment in an amount per Share equal to the amount by which the Change
in Control Consideration exceeds the Exercise Price per Share of each of the
Options being cancelled.
(b) For purposes of section 4.8(a), the term Change in Control
Consideration shall mean the greater of (i) the highest price per Share paid by
any Person who initiated or sought to effect the Change in Control for a Share
during the period of one (1) year ending on the date of the relevant Change in
Control of the Company; and (ii) the average Fair Market Value of a Share over
the last ten (10) trading days preceding the date of exercise of the Limited
Stock Appreciation Right.
(c) Notwithstanding anything herein contained to the contrary,
the Limited Stock Appreciation Rights granted hereunder shall be cancelled at
the effective time of a Change in Control of the Company resulting from a
transaction between the Company and another party pursuant to a written
agreement whereby the consummation of the transaction is conditioned upon the
delivery to each Option holder, upon the closing of such transaction and in
exchange for the cancellation of all of such Option holder's outstanding
Options, of a monetary payment or property with a value equivalent to the value
of the Options being cancelled.
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SECTION 4.9 REQUIRED REGULATORY PROVISIONS.
Notwithstanding anything contained herein to the contrary:
(a) The Exercise Period of any Option granted hereunder,
whether or not previously vested, shall be suspended as of the time and
date at which the Option holder has received notice from the Board that
his or her employment is subject to a possible Termination for Cause.
Such suspension shall remain in effect until the Option holder receives
official notice from the Board that he or she has been cleared of any
possible Termination for Cause, at which time, the original Exercise
Period shall be reinstated without any adjustment for the intervening
suspended period.
(b) No Option granted hereunder, whether or not previously
vested, shall be exercised after the time and date at which the Option
holder's employment with the Company is terminated in a Termination for
Cause.
ARTICLE V
AMENDMENT AND TERMINATION
SECTION 5.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective Date by giving
written notice of such suspension or ter mination to the Committee Unless sooner
terminated, the Plan shall terminate automatically on the day preceding the
tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding and exercisable for the period and on the terms and
conditions set forth in the Option agreements evidencing such Options.
SECTION 5.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; PROVIDED, HOWEVER, that if the amendment or revision:
(a) materially increases the benefits accruing under the
Plan;
(b) materially increases the number of Shares which may
be issued under the Plan; or
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(c) materially modifies the requirements as to
eligibility for Options under the Plan;
such amendment or revision shall be subject to approval by the shareholders of
the Company; AND PROVIDED, FURTHER, that (i) sections 4.1, 4.2, 4.3 and 4.4
shall not be amended more frequently than once in any period of six months and
(ii) no amendment required to comply with or conform to any condition imposed
under section 162(m) of the Code on federal income tax deductions allowable to
the Company in respect of the Plan shall require such approval.
SECTION 5.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity, and in the
event of any stock split, stock dividend or other event generally affecting the
number of Shares held by each Person who is then a holder of record of Shares,
the number of Shares covered by each outstanding Option and the number of Shares
available pursuant to section 4.2 shall be adjusted to account for such event.
Such adjust ment shall be effected by multiplying such number of Shares by an
amount equal to the number of Shares that would be owned after such event by a
Person who, immediately prior to such event, was the holder of record of one
Share, and the Exercise Price of the Options shall be adjusted by dividing the
Exercise Price by such number of Shares; PROVIDED, HOWEVER, that the Committee
may, in its discretion, establish another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving entity, any
Options granted under the Plan which remain outstanding may be cancelled as of
the effective date of such merger, consolidation, business reorganization,
liquidation or sale by the Committee upon 30 days' written notice to the Option
holder; PROVIDED, HOWEVER, that on or as soon as practicable following the date
of cancellation, each Option holder shall receive a monetary payment in such
amount, or other property of such kind and value, as the Committee determines in
good faith to be equivalent in value to the Options that have been cancelled.
(c) In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares or a
regular quarterly cash dividend), including a dividend which results in a
nontaxable return of capital to the holders of Shares for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its Shares, at the election of the Committee:
(i) the Company shall make an equivalent payment to each
Person holding an outstanding Option as of the record date for such
dividend. Such payment shall be made at substantially the same time, in
substantially the same form and in substantially the same amount per
optioned Share as the dividend or other distribution paid with respect
to outstanding Shares; PROVIDED, HOWEVER, that if any dividend or
distribution on outstanding Shares is paid in property other than cash,
the Company, in its discretion applied uniformly to all outstanding
Options, may
<PAGE>
-17-
make such payment in a cash amount per optioned Share equal in fair
market value to the fair market value of the non-cash dividend or
distribution; or
(ii) with the respect to any one or more outstanding Options
and in lieu of the payment provided under section 5.3(c)(i), the
Committee, may adjust the Exercise Price per Share of outstanding
Options in such manner as the Committee may determine to be necessary
to reflect the effect of the dividend or other distribution on the Fair
Market Value of a Share.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
require ments of the Employee Retirement Income Security Act of 1974, as
amended. The Plan shall be construed and administered so as to effectuate this
intent.
SECTION 6.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Individual any right to a
continuation of employment by the Company or upon any Eligible Director any
right to a continuation of his position as a director of the Company. The
Company reserves the right to dismiss any Eligible Individual or remove any
Eligible Director or otherwise deal with any Eligible Individual or Eligible
Director to the same extent as though the Plan had not been adopted.
SECTION 6.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
<PAGE>
-18-
SECTION 6.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the laws of the State of Iowa without giving effect to the conflict
of laws principles thereof, except to the extent that such laws are preempted by
federal law.
SECTION 6.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
SECTION 6.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts, except to the extent provided in a Qualified Domestic Relations Order.
SECTION 6.7 TAXES.
The Company shall have the right to deduct from all amounts
paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is
entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require such Person to pay the Company the amount of any
tax which the Company is required to withhold with respect to such Shares, or,
in lieu thereof, to retain, or to sell without notice, a sufficient number of
Shares to cover the amount required to be withheld.
SECTION 6.8 APPROVAL OF SHAREHOLDERS.
The Plan and all Options and Limited Stock Appreciation Rights
granted hereunder shall be conditioned on the approval of the Plan by the
holders of Shares of North Central Bancshares, Inc. at an annual or special
meeting of the holders of Shares held no earlier than September 21, 1996. No
Option or Limited Stock Appreciation Rights under the Plan shall be granted, nor
shall any such Option or Limited Stock Appreciation Rights be exercised or any
Shares issued or purchased, prior to such approval.
SECTION 6.9 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after
<PAGE>
-19-
mailing if mailed, postage prepaid, by registered or certified mail, return
receipt requested, addressed to such party at the address listed below, or at
such other address as one such party may by written notice specify to the other
party:
(a) If to the Committee:
North Central Bancshares, Inc.
825 Central Avenue
P.O. Box 1237
Fort Dodge, Iowa 50501
Attention: CORPORATE SECRETARY
(b) If to an Option holder, to the Option holder's
address as shown in the Company's personnel records.
EXHIBIT 4.2
STOCK OPTION AGREEMENT FOR DIRECTORS UNDER THE
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
<PAGE>
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT -- OUTSIDE DIRECTORS
- -
- ---------------------------------------------------- ------ -------- ------
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set
forth the terms and conditions on which a Non-Qualified Stock Option has been
granted under the North Central Bancshares, Inc. 1996 Stock Option Plan. Set
forth below are the specific terms and conditions applicable to this
Non-Qualified Stock Option. Attached as Exhibit A are its general terms and
conditions.
<TABLE>
==================================================================================================================
Option Grant (A) (B) (C) (D) (E)
==================================================================================================================
<CAPTION>
Grant Date:
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ------------------------------------------------------------------------------------------------------------------
VESTING
- ------------------------------------------------------------------------------------------------------------------
Earliest Exercise Date*
- ------------------------------------------------------------------------------------------------------------------
Option Expiration Date*
==================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, North Central Bancshares, Inc. (the "Company")
grants this Non-Qualified Stock Option upon the specified terms and conditions,
and the Optionee acknowledges receipt of this Non-Qualified Stock Option
Agreement, including Exhibit A, and agrees to observe and be bound by the terms
and conditions set forth herein. This Non-Qualified Stock Option Agreement
amends and supersedes, in its entirety, any prior agreement relating to Options
granted to the Optionee on September 21, 1996.
NORTH CENTRAL BANCSHARES, 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.
-1-
<PAGE>
EXHIBIT A
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
GENERAL TERMS AND CONDITIONS
SECTION 1. NON-QUALIFIED STOCK OPTION. The Company intends
the Option evidenced hereby not to be an "incentive stock option" within the
meaning of section 422 of the Internal Revenue Code of 1986.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) if Optionee is an Eligible Individual:
(A) the last day of the ten-year period commencing on
the Grant Date;
(B) the last day of the twelve-month period
commencing on the date of the Optionee's termination of
service with the Company by reason of retirement at or after
age 65, death or Disability;
(C) the last day of the three-month period commencing
on the date of the Optionee's termination of employment with
the Company, other than on account of death or Disability,
Retirement or a Termination for Cause;
(D) the date the Optionee ceases to be an employee of
the Company due to a Termination for Cause;
(ii) If Optionee is an Eligible Director:
(A) removal for cause in accordance with the
Company's bylaws; or
(B) the last day of the ten-year period commencing on
the date on which the Option was granted.
(b) Upon the termination of the Optionee's Service with the
Company, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited; PROVIDED, HOWEVER, that in the event an Optionee's
Service with the Company ceases due to Retirement, death, Disability or upon a
Change in Control of the Company, any Option granted hereunder whose Earliest
Exercise Date has not occurred shall become fully exercisable and the date of
such Retirement, death, Disability or Change in Control shall be deemed to be
the Earliest Exercise Date. For purposes of determining whether an Optionee's
Service has terminated, such Optionee's Service shall be deemed to continue for
so long as the Optionee is serving as an officer, employee, outside director,
advisory director, emeritus director or consultant to the Company or is subject
to and is observing the terms of a written agreement restricting his ability to
compete or imposing other restrictive covenants.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, the Optionee shall have the right to
purchase all or any portion of the optioned Common Stock at the Exercise Price
per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for pur chase. The Optionee
shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
<PAGE>
(b) delivering to the Committee full payment of the Exercise
Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of North Central Bancshares, Inc., (ii) in Shares duly endorsed for transfer and
with all necessary stock transfer tax stamps attached, already owned by the
Optionee and having a fair market value equal to the Exercise Price, such fair
market value to be determined in such manner as may be provided by the Committee
or as may be required in order to comply with or conform to the requirements of
any applicable laws or regulations, or (iii) in a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Committee shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that has been purchased. The
Optionee shall have no right to vote or to receive dividends, nor have any other
rights with respect to optioned Common Stock, prior to the date as of which such
optioned Common Stock is transferred to the Optionee on the stock transfer
records of the Company, and no adjustments shall be made for any dividends or
other rights for which the record date is prior to the date as of which such
transfer is effected. The obligation of the Company to deliver Common Stock
under this Agreement shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment intention of the Optionee
to whom such Common Stock is to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Common Stock
or upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Common Stock
under this Agreement prior to (a) the admission of such Common Stock to listing
on any stock exchange on which Common Stock may then be listed, or (b) the
completion of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine to be
necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each per son who is then a shareholder of record, the number of shares
of Common Stock subject to the option granted hereunder and the Exercise Price
per share of such option shall be adjusted in accordance with section 5.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
the option granted hereunder shall be cancelled or adjusted in accordance with
section 5.3 of the Plan. In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares or a
regular quarterly cash dividend), including a dividend which results in a
nontaxable return of capital to the holders of Shares for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its Shares, at the election of the Committee: (i) the Company shall
make an equivalent payment to each Person holding an outstanding Option as of
the record date for such dividend in accordance with section 5.3 of the Plan; or
(ii) the Committee, in its discretion applied uniformly to all outstanding
Options, may adjust the Exercise Price per Share of outstanding Options in such
a manner as the Committee may determine to be necessary to reflect the effect of
the dividend or other distribution on the Fair Market Value of a Share.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Optionee any right to a
continuation of Service by the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
-3-
<PAGE>
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
North Central Bancshares, Inc.
825 Central Avenue
P.O. Box 1237
Fort Dodge, Iowa 50501
Attention: COMPENSATION COMMITTEE
(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution or in a permitted
transfer under section 4.6 of the Plan. This Section 10 shall not prohibit the
Optionee from designating, in the form attached hereto as Appendix B, a
Beneficiary or Beneficiaries to receive his Options in the event of such
Optionee's death.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the state of Iowa without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement 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 agreement between the
Company and the Optionee.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement 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 Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 16. EFFECT ON PRIOR AGREEMENTS. This Agreement
contains the entire understanding between the parties hereto and supersedes any
prior option agreement between the Company and the Optionee.
-4-
<PAGE>
APPENDIX A TO NON-QUALIFIED STOCK OPTION AGREEMENT
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
1. INSTRUCTIONS. Use this Notice to inform the Committee administering the
North Central Bancshares, Inc. 1996 Stock Option Plan ("Plan") that you are
exercising your right to purchase shares of common stock ("Shares") of
North Central Bancshares, Inc. ("North Central") pursuant to a
non-qualified stock option ("Option") granted under the 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 Non-Qualified Stock Option Agreement entered into between
North Central and the Option Recipient ("Agreement"). This Notice should be
personally delivered or mailed by certified mail, return receipt requested
to: North Central Bancshares, Inc., 825 Central Avenue, P.O. Box 1237, Fort
Dodge, Iowa 50501, 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 the Committee, but in no event more
than three days after such date ("Effective Date"). Except as specifically
provided to the contrary herein, capitalized terms shall have the meanings
assigned to them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between
North Central and ______________________________________ [ENTER THE NAME OF
THE OPTION RECIPIENT], I hereby exercise my right to purchase __________
Shares at an Exercise Price per Share of $_________, for a Total Exercise
Price of $_____________ [ENTER THE PRODUCT OF THE NUMBER OF SHARES
MULTIPLIED BY THE EXERCISE PRICE PER SHARE]. As payment for such Shares, I
[CHECK AND COMPLETE ONE OR MORE; THE SUM OF THE AMOUNTS SHOWN IN (A) AND
(B) MUST EQUAL THE TOTAL EXERCISE PRICE SHOWN ABOVE:
(A) / / enclose a certified check, money order, or $______________
bank draft payable to the order of North
Central in the amount of
(B) / / enclose Shares duly endorsed for transfer $______________
to North Central with all necessary stock
transfer stamps attached and having a fair
market value of
Total Exercise Price $______________
3. 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
_________________________________ _____-____-_______ _____________________
_________________________________
_________________________________ _____-____-_______ _____________________
_________________________________
4. WITHHOLDING ELECTIONS. [FOR EMPLOYEE OPTION RECIPIENTS ONLY. BENEFICIARIES
AND OUTSIDE DIRECTORS 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 North Central 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]:
(A) / / With a certified or bank check that I will deliver to the
Compensation Committee on the day after the Effective Date of my
Option exercise.
(B) / / With the proceeds from a sale of Shares that would otherwise be
distributed to me.
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.
5. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not North Central
Bancshares, 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
_______________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / /By Hand / /By Mail Post Marked _________________
Date of Post Mark
By _____________________________________________________ _________________
Authorized Signature Date of Receipt
-5-
<PAGE>
APPENDIX B TO NON-QUALIFIED STOCK OPTION AGREEMENT
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
BENEFICIARY DESIGNATION
1. INSTRUCTIONS. Use this form to designate the Beneficiary(ies) to receive
your right to purchase shares of common stock ("Shares") of North Central
Bancshares, Inc. pursuant to a non-qualified stock option ("Option")
granted to you under the North Central Bancshares, Inc. 1996 Stock Option
Plan ("Plan") if you should die before exercising such Option. The
Non-Qualified Stock Option Agreement evidencing an Option will establish
the period following your death during which Options may be exercised by
your beneficiary. You should give your Beneficiary(ies) a copy of this
completed form, which should be filed by such Beneficiaries with a Notice
of Exercise of Non-Qualified Stock Option, in order to exercise your Option
after your death. This Beneficiary Designation should be completed and
personally delivered or mailed by certified mail, return receipt requested
to: North Central Bancshares, Inc., 825 Central Avenue, P.O. Box 1237, Fort
Dodge, Iowa 50501, Attention: Compensation Committee. The effective date of
the designations made herein will be the date this Beneficiary Designation
is received by the Committee. Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan. This Beneficiary Designation is subject to all of the terms
and conditions of the Plan.
2. DESIGNATION. [COMPLETE SECTIONS 1(A) AND 1(B). WRITE IN ALL OF THE
INFORMATION REQUESTED. IF NO PERCENTAGE INTERESTS ARE SPECIFIED, EACH
BENEFICIARY IN THE SAME CLASS OF BENEFICIARIES (PRIMARY OR CONTINGENT) WILL
HAVE AN EQUAL INTEREST. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE
INTERESTS OF EACH OF THE REMAINING BENEFICIARIES IN THE SAME CLASS (PRIMARY
OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.]
(a) PRIMARY BENEFICIARY(IES). I hereby name the following person or persons
as my primary Beneficiary(ies) to receive the right to exercise the
Option granted to me on ______________ under the Plan, if I should die
before exercising such Option. I reserve the right to change or revoke
this designation at any time prior to my death without the consent of
any person.
<TABLE>
<CAPTION>
Date of Percentage
Name And Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
</TABLE>
(b) CONTINGENT BENEFICIARY(IES). I hereby designate the following person or
persons as my contingent Beneficiary(ies) to receive the right to
exercise my Option if all of my primary Beneficiary(ies) designated in
Section 1(a) above should die before me or before exercising such
Option and without having designated a Beneficiary(ies). I reserve the
right to change or revoke this designation at any time prior to my
death without the consent of any person:
<TABLE>
<CAPTION>
Date of Percentage
Name And Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
</TABLE>
3. EFFECTIVENESS OF DESIGNATION. I understand that the Beneficiary
designations made on this form shall be effective only if this form is
properly completed and received by the Committee prior to my death. I also
understand that an effective Beneficiary designation revokes all previous
designations and that this designation is subject to all of the terms and
conditions of the Plan.
_______________________________________________ ___________________
Signature Date
_______________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / /By Hand / /By Mail Post Marked _________________
Date of Post Mark
By _____________________________________________________ _________________
Authorized Signature Date of Receipt
-6-
EXHIBIT 4.3
STOCK OPTION AGREEMENT FOR OFFICERS AND EMPLOYEES UNDER
THE NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
<PAGE>
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT -- EMPLOYEES
- -
- ---------------------------------------------------- ------ -------- ------
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set
forth the terms and conditions on which a Non-Qualified Stock Option has been
granted under the North Central Bancshares, Inc. 1996 Stock Option Plan. Set
forth below are the specific terms and conditions applicable to this
Non-Qualified Stock Option. Attached as Exhibit A are its general terms and
conditions.
<TABLE>
==================================================================================================================
Option Grant (A) (B) (C) (D) (E)
==================================================================================================================
<CAPTION>
Grant Date:
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ------------------------------------------------------------------------------------------------------------------
VESTING
- ------------------------------------------------------------------------------------------------------------------
Earliest Exercise Date*
- ------------------------------------------------------------------------------------------------------------------
Option Expiration Date*
==================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, North Central Bancshares, Inc. (the "Company")
grants this Non-Qualified Stock Option upon the specified terms and conditions,
and the Optionee acknowledges receipt of this Non-Qualified Stock Option
Agreement, including Exhibit A, and agrees to observe and be bound by the terms
and conditions set forth herein. This Non-Qualified Stock Option Agreement
amends and supersedes, in its entirety, any prior agreement relating to options
granted to the Optionee on September 21, 1996.
NORTH CENTRAL BANCSHARES, 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.
-1-
<PAGE>
EXHIBIT A
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
GENERAL TERMS AND CONDITIONS
SECTION 1. NON-QUALIFIED STOCK OPTION. The Company intends
the Option evidenced hereby not to be an "incentive stock option" within the
meaning of section 422 of the Internal Revenue Code of 1986.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) if Optionee is an Eligible Individual:
(A) the last day of the ten-year period commencing on
the Grant Date;
(B) the last day of the twelve-month period
commencing on the date of the Optionee's termination of
service with the Company by reason of retirement at or after
age 65, death or Disability;
(C) the last day of the three-month period commencing
on the date of the Optionee's termination of employment with
the Company, other than on account of death or Disability,
Retirement or a Termination for Cause;
(D) the date the Optionee ceases to be an employee of
the Company due to a Termination for Cause;
(ii) If Optionee is an Eligible Director:
(A) removal for cause in accordance with the
Company's bylaws; or
(B) the last day of the ten-year period commencing on
the date on which the Option was granted.
(b) Upon the termination of the Optionee's Service with the
Company, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited; PROVIDED, HOWEVER, that in the event the
Optionee's Service with the Company ceases due to Retirement, death, Disability
or upon a Change in Control of the Company, any Option granted hereunder whose
Earliest Exercise Date has not occurred shall become fully exercisable and the
date of such retirement, death disability or change of control shall be deemed
to be the Earliest Exercise Date. For purposes of determining whether an
Optionee's Service has terminated, such an Optionee's Service shall be deemed to
continue for so long as the Optionee is serving as an officer, employee, outside
director, advisory director, emeritus director or consultant to the
<PAGE>
Company or is subject to and is observing the terms of a written agreement
restricting his ability to compete or imposing other restrictive covenants.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, the Optionee shall have the right to
purchase all or any portion of the Optioned Common Stock at the Exercise Price
per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for purchase. The Optionee
shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the
Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of North Central Bancshares, Inc., (ii) in Shares duly endorsed for transfer and
with all necessary stock transfer tax stamps attached, already owned by the
Optionee and having a fair market value equal to the Exercise Price, such fair
market value to be determined in such manner as may be provided by the Committee
or as may be required in order to comply with or conform to the requirements of
any applicable laws or regulations, or (iii) in a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Committee shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that has been pur chased. The
Optionee shall have no right to vote or to receive dividends, nor have any other
rights with respect to optioned Common Stock, prior to the date as of which such
optioned Common Stock is transferred to the Optionee on the stock transfer
records of the Company, and no adjust ments shall be made for any dividends or
other rights for which the record date is prior to the date as of which such
transfer is effected. The obligation of the Company to deliver Common Stock
under this Agreement shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment intention of the Optionee
to whom such Common Stock is to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Common Stock
or upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Common Stock
under this Agreement prior to (a) the admission of such Common Stock to listing
on any stock exchange on which Common Stock may then be listed,
-3-
<PAGE>
or (b) the completion of such registration or other qualification under any
state or federal law, rule or regulations as the Committee shall determine to be
necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving en tity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each person who is then a shareholder of record, the number of shares of
Common Stock subject to the option granted hereunder and the Exercise Price per
share of such option shall be adjusted in accordance with section 5.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
the option granted hereunder shall be canceled or adjusted in accordance with
section 5.3 of the Plan. In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares or a
regular quarterly cash dividend), including a dividend which results in a
nontaxable return of capital to the holders of Shares for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its Shares, at the election of the Committee: (i) the Company shall
make an equivalent payment to each Person holding an outstanding Option as of
the record date for such dividend in accordance with section 5.3 of the Plan or
(ii) the Committee, in its discretion applied uniformly to all outstanding
Options, may adjust the Exercise Price per Share of outstanding Options in such
a manner as the Committee may determine to be necessary to reflect the effect of
the dividend or other distribution on the Fair Market Value of a Share.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Optionee any right to a
continuation of service by the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
North Central Bancshares, Inc.
825 Central Avenue
P.O. Box 1237
Fort Dodge, Iowa 50501
Attention: COMPENSATION COMMITTEE
-4-
<PAGE>
(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution or in a permitted
transfer under section 4.6 of the Plan. This Section 10 shall not prohibit the
Optionee from designating, in the form attached hereto as Appendix B, a
Beneficiary or Beneficiaries to receive his Options in the event of such
Optionee's death.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the state of Iowa without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement 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 agreement between the
Company and the Optionee.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement 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 Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 16. EFFECT ON PRIOR AGREEMENTS. This Agreement
contains the entire understanding between the parties hereto and supersedes any
prior option agreement between the Company and the Optionee.
-5-
<PAGE>
APPENDIX A TO NON-QUALIFIED STOCK OPTION AGREEMENT
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
1. INSTRUCTIONS. Use this Notice to inform the Committee administering the
North Central Bancshares, Inc. 1996 Stock Option Plan ("Plan") that you are
exercising your right to purchase shares of common stock ("Shares") of
North Central Bancshares, Inc. ("North Central") pursuant to a
non-qualified stock option ("Option") granted under the 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 Non-Qualified Stock Option Agreement entered into between
North Central and the Option Recipient ("Agreement"). This Notice should be
personally delivered or mailed by certified mail, return receipt requested
to: North Central Bancshares, Inc., 825 Central Avenue, P.O. Box 1237, Fort
Dodge, Iowa 50501, 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 the Committee, but in no event more
than three days after such date ("Effective Date"). Except as specifically
provided to the contrary herein, capitalized terms shall have the meanings
assigned to them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between
North Central and ______________________________ [ENTER THE NAME OF THE
OPTION RECIPIENT], I hereby exercise my right to purchase __________ Shares
at an Exercise Price per Share of $_________, for a Total Exercise Price of
$_____________ [ENTER THE PRODUCT OF THE NUMBER OF SHARES MULTIPLIED BY THE
EXERCISE PRICE PER SHARE]. As payment for such Shares, I [CHECK AND
COMPLETE ONE OR MORE; THE SUM OF THE AMOUNTS SHOWN IN (A) AND (B), MUST
EQUAL THE TOTAL EXERCISE PRICE SHOWN ABOVE:
(A) / / enclose a certified check, money order, or $______________
bank draft payable to the order of North
Central in the amount of
(B) / / enclose Shares duly endorsed for transfer $______________
to North Central with all necessary stock
transfer stamps attached and having a fair
market value of
Total Exercise Price $______________
3. 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
_________________________________ _____-____-_______ _____________________
_________________________________
_________________________________ _____-____-_______ _____________________
_________________________________
4. WITHHOLDING ELECTIONS. [FOR EMPLOYEE OPTION RECIPIENTS ONLY. BENEFICIARIES
AND OUTSIDE DIRECTORS 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 North Central 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]:
(A) / / With a certified or bank check that I will deliver to the
Compensation Committee on the day after the Effective Date of my
Option exercise.
(B) / / With the proceeds from a sale of Shares that would otherwise be
distributed to me.
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.
5. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not North Central
Bancshares, 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
_______________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / /By Hand / /By Mail Post Marked _________________
Date of Post Mark
By _____________________________________________________ _________________
Authorized Signature Date of Receipt
-6-
<PAGE>
APPENDIX B TO NON-QUALIFIED STOCK OPTION AGREEMENT
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
BENEFICIARY DESIGNATION
1. INSTRUCTIONS. Use this form to designate the Beneficiary(ies) to receive
your right to purchase shares of common stock ("Shares") of North Central
Bancshares, Inc. pursuant to a non-qualified stock option ("Option")
granted to you under the North Central Bancshares, Inc. 1996 Stock Option
Plan ("Plan") if you should die before exercising such Option. The
Non-Qualified Stock Option Agreement evidencing an Option will establish
the period following your death during which an Option may be exercised by
your Beneficiary. You should give your Beneficiary(ies) a copy of this
completed form, which should be filed by such Beneficiaries with a Notice
of Exercise of Non-Qualified Stock Option, in order to exercise your Option
after your death. This Beneficiary Designation should be completed and
personally delivered or mailed by certified mail, return receipt requested
to: North Central Bancshares, Inc., 825 Central Avenue, P.O. Box 1237, Fort
Dodge, Iowa 50501, Attention: Compenstion Committee. The effective date of
the designations made herein will be the date this Beneficiary Designation
is received by the Committee. Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan. This Beneficiary Designation is subject to all of the terms
and conditions of the Plan.
2. DESIGNATION. [COMPLETE SECTIONS 1(A) AND 1(B). WRITE IN ALL OF THE
INFORMATION REQUESTED. IF NO PERCENTAGE INTERESTS ARE SPECIFIED, EACH
BENEFICIARY IN THE SAME CLASS OF BENEFICIARIES (PRIMARY OR CONTINGENT) WILL
HAVE AN EQUAL INTEREST. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE
INTERESTS OF EACH OF THE REMAINING BENEFICIARIES IN THE SAME CLASS (PRIMARY
OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.]
(a) PRIMARY BENEFICIARY(IES). I hereby name the following person or persons
as my primary Beneficiary(ies) to receive the right to exercise the
Option granted to me on ______________ under the Plan, if I should die
before exercising such Option. I reserve the right to change or revoke
this designation at any time prior to my death without the consent of
any person.
<TABLE>
<CAPTION>
Date of Percentage
Name And Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
</TABLE>
(b) CONTINGENT BENEFICIARY(IES). I hereby designate the following person or
persons as my contingent Beneficiary(ies) to receive the right to
exercise my Option if all of my primary Beneficiary(ies) designated in
Section 1(a) above should die before me or before exercising such
Option and without having designated a Beneficiary(ies). I reserve the
right to change or revoke this designation at any time prior to my
death without the consent of any person:
<TABLE>
<CAPTION>
Date of Percentage
Name And Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
_________________________________ _____-____-__________ ____________ _________ ____________
_________________________________
</TABLE>
3. EFFECTIVENESS OF DESIGNATION. I understand that the Beneficiary
designations made on this form shall be effective only if this form is
properly completed and received by the Committee prior to my death. I also
understand that an effective Beneficiary designation revokes all previous
designations and that this designation is subject to all of the terms and
conditions of the Plan.
_______________________________________________ ___________________
Signature Date
_______________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
COMPENSATION COMMITTEE
Received [CHECK ONE]: / /By Hand / /By Mail Post Marked _________________
Date of Post Mark
By _____________________________________________________ _________________
Authorized Signature Date of Receipt
-7-
EXHIBIT 5.1/EXHIBIT 23.1
OPINION OF DICKINSON, MACKAMAN, TYLER & HAGEN, P.C.
CONSENT OF DICKINSON, MACKAMAN, TYLER & HAGEN, P.C.
<PAGE>
[Letterhead of Dickinson, Mackaman, Tyler & Hagen, P.C.]
July 30, 1997
North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, IA 50501-1237
Re: North Central Bancshares, Inc. 1996 Stock Option Plan
Dear Sirs:
We have acted as Iowa counsel for North Central Bancshares, Inc., an
Iowa corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 401,105 shares of its common stock,
par value $.01 per share ("Shares"), which may be issued pursuant to the North
Central Bancshares, Inc. 1996 Stock Option Plan ("Plan"). In rendering the
opinion set forth below, we do not express any opinion concerning law other than
the federal law of the United States and the corporate law of the State of Iowa.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares which are
being registered pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, such Shares will be validly issued, fully paid and non-assessable.
<PAGE>
North Central Bancshares, Inc.
July 30, 1997
Page 2
In rendering the opinion set forth above, we have not passed upon and
do not purport to pass upon the application of "doing business" or securities or
"blue-sky" laws of any jurisdiction (except federal securities law).
This opinion is given solely for the benefit of the Corporation and
purchasers of shares under the Plan, and no other person or entity is entitled
to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our Firm's name therein.
Very truly yours,
Dickinson, Mackaman, Tyler & Hagan, P.C.
By: /s/ J. Marc Ward
-------------------------------------
J. Marc Ward
EXHIBIT 23.2
CONSENT OF MCGLADREY & PULLEN, LLP
<PAGE>
[Letterhead of McGladrey & Pullen, LLP]
August 5, 1997
To the Board of Directors
North Central Bancshares, Inc.
Fort Dodge, Iowa
We consent to the incorporation by reference in the August 6, 1997 Registration
Statement on Form S-8 of North Central Bancshares, Inc. pertaining to the North
Central Bancshares, Inc. 1996 Stock Option Plan, of our report dated January 30,
1997, which appears on page 60 of the annual report on Form 10-K of North
Central Bancshares, Inc. and subsidiaries for the year ended December 31, 1996.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Des Moines, Iowa
August 5, 1997
