<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1996
Registration No.
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
ILLINOIS COMMUNITY BANCORP, INC.
-------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Illinois [HC's EIN]
------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
(217) 347-7127
----------------------------------------------------------------------
(Address of Principal Executive Offices)
Illinois Community Bancorp, Inc.
Management Recognition Plan
Illinois Community Bancorp, Inc.
1996 Stock Option and Incentive Plan
-------------------------------------------------
(Full Title of the Plan)
J. Mark Poerio, Esquire
Howard S. Parris, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
----------------------------------------------------------------------
(Name and Address of Agent For Service)
(202) 822-9611
------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Title of each Proposed Maximum Proposed Maximum Amount of
class of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 70,357 (1) $(2) $912,971.55 (2) $315.00
===============================================================================================
</TABLE>
(1) Maximum number of shares issuable under Illinois Community Bancorp, Inc.
Management Recognition Plan (20,102 shares) and 1996 Stock Option and
Incentive Plan (50,255 shares), as such amounts may be increased in
accordance with said plan in the event of a merger, consolidation,
recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
----- ----
upon the price at which the options may be exercised. 70,357 shares are
being registered hereby, of which 49,242 are under option at a weighted
average exercise price of $12.25 per share ($603,214.50 in the aggregate).
The remainder of such shares, which are not presently subject to option
(21,115 shares), are being registered based upon their stock value
determined as of June 30, 1996, of $14.67 per share ($309,757.05 in the
aggregate). Therefore, the total amount of the offering being registered
herein is $912,971.55.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- ------
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Illinois
Community Bancorp, Inc. Management Recognition Plan and 1996 Stock Option and
Incentive Plan (together, the "Plans") in accordance with Rule 428(b)(1). In
accordance with Note to Part I of Form S-8, such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Illinois Community Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and, accordingly, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information concerning the Company filed with the Commission may be
inspected and copies may be obtained (at prescribed rates) at the Commission's
Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549.
The following document is incorporated by reference in this Registration
Statement:
The description of the Company's securities as contained in the
Registration Statement on Form S-4, as filed with the Commission on April 9,
1996 (Commission File No. 333-3322).
A copy of the Prospectus for the Common Stock, included in the Company's
Registration Statement (Commission File No. 333-3322).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14,
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND PRIOR
TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF FILING
OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF ILLINOIS GUARANTEE SAVINGS BANK,
F.S.B.
The Bank is required by OTS regulations to indemnify its directors,
officers and employees against legal and other expenses incurred in defending
lawsuits brought against them by reason of the performance of their official
duties. Indemnification may be made to such person only if final judgment on the
merits is in his favor or, in case of (i) settlement, (ii) final judgment
against him or (iii) final judgment in his favor, other than on the merits, if a
majority of the disinterested directors of the Bank determines that he was
acting in good faith within the scope of his employment or authority as he could
reasonably have perceived it under the circumstances and for a purpose he could
have reasonably believed under the circumstances was in the best interest of the
Bank or its stockholders. If a majority of the disinterested directors of the
Bank concludes that in connection with an action any person ultimately may
become entitled to indemnification, the directors may authorize payment of
reasonable costs and expenses arising from defense or settlement of such action.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
The Company's Articles of Incorporation provide for indemnification of any
individual who is or was a director, officer, employee or agent of the Company
(collectively, a "Covered Person") in any proceeding in which the individual is
made a party as a result of his service in such capacity, as follows. With
respect to an action or suit by or in the right of the Company (a derivative
suit), the Company will indemnify a Covered Person for expenses (including
attorneys' fees, but excluding amounts paid in settlement) actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit only if: (i) the Covered Person is successful on the merits or
otherwise; or (ii) the Covered Person acted in good faith in the transaction
that is the subject of the suit or action, and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company. Such
Covered Person will not be indemnified with respect to any claim, issue or
matter as to which he has been adjudged to have been liable to the Company
unless, and only to the extent that, the court in which the suit was brought
shall determine that he is entitled to indemnification.
Generally, with respect to a suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a derivative suit (a
nonderivative suit), against a Covered Person, the Company will indemnify the
covered person for amounts reasonably incurred by the Covered Person in
connection with the nonderivative suit, including, but not limited to, expenses
(including attorneys' fees), amounts paid in settlement, judgments and fines.
Indemnification may only be made in a non-derivative suit if: (i) the Covered
Person is successful on the merits or otherwise, or (ii) the Covered Person
acted in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation.
If the Indemnification provisions of the Company's Articles of
Incorporation are invalidated by a court of competent jurisdiction, then any
Covered Person will be indemnified to the full extent permitted by applicable
law. Additionally, if the Illinois Business Corporation Act is amended, or other
Illinois law is enacted, to permit further indemnification, then any Covered
Person will be indemnified to the fullest extent as permitted by the Illinois
Business Corporation Act, as so amended, or such other Illinois law. Management
does not have any plans to provide for indemnification rights beyond those
provided in the Company's Articles of Incorporation.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
The Company's Articles of Incorporation also provide that a director will
not be personally liable to the Company or its stockholders for monetary damages
for breach of his or her fiduciary duty as a director, except (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the Illinois Business
Corporation Act (dealing with, among other things, unlawful distributions), or
(iv) for any transaction from which the director derived any improper personal
benefit.
This provision eliminates the potential liability of the Company's
directors and officers for failure, through ordinary negligence, to satisfy
their duty of care, which requires directors and officers to exercise informed
business judgment in discharging their duties. It may thus reduce the likelihood
of derivative litigation against directors and officers and discourage or deter
stockholders from bringing a lawsuit against directors and officers for breach
of their duty of care, even though such an action, if successful, might
otherwise have been beneficial to the Company and its stockholders. Stockholders
may thus be surrendering a cause of action based upon negligent business
decisions, including those relating to attempts to change control of the
Company. The provision will not, however, affect the right to pursue equitable
remedies for breach of the duty of care, although such remedies might not be
available as a practical matter, and the provision does not apply to breaches of
duty prior to the incorporation of the Company or to breaches not committed as a
director, officer, employee or agent of the Company.
To the best of management's knowledge, there is currently no pending or
threatened litigation for which indemnification may be sought or any recent
litigation involving directors of the Bank that might have been affected by the
limited liability provision in the Company's Articles of Incorporation had it
been in effect at the time of the litigation. Federal regulations contain no
provisions for limitation of directors' liability.
The above provisions seek to ensure that the ability of the Company's
directors and officers to exercise their best business judgment in managing the
Company's affairs, subject to their continuing fiduciary duties of loyalty to
the Company and its stockholders, is not unreasonably impeded by exposure to the
potentially high personal costs or other uncertainties of litigation. The nature
of the tasks and responsibilities undertaken by directors and officers often
requires such persons to make difficult judgments of great importance which can
expose such persons to personal liability, but from which they will acquire no
personal benefit (other than as stockholders). In recent years, litigation
against corporations and their directors and officers, often amounting to mere
"second guessing" of good-faith judgments and involving no allegations of
personal wrongdoing, has become common. Such litigation often claims damages in
large amounts which bear no relationship to the amount of compensation received
by the directors or officers, particularly in the case of directors who are not
officers of the corporation. The expense of defending such litigation,
regardless of whether it is well founded, can be enormous. Individual directors
and officers can seldom bear either the legal defense costs involved or the risk
of a large judgment.
<PAGE>
In order to attract and retain competent and conscientious directors and
officers in the face of these potentially serious risks, corporations have
historically provided for corporate indemnification in their bylaws and have
obtained liability insurance protecting the company and its directors and
officers against the cost of litigation and related expenses. Based upon the
publicized trends in the insurance industry and the reported experience of other
companies, the Company's management has no reason to believe that these problems
will be alleviated in the near future. While in the opinion of the Company's
management current conditions have not to date impaired the Company's ability to
secure qualified directors and officers, management of the Company believes that
these trends may result in individuals being unwilling, in many instances, to
serve as directors of the Company without at least a partial supplement to the
protection which such insurance has historically provided. The provisions of the
Company's Articles of Incorporation relating to director liability and the
Illinois law authorizing such provisions are intended to reduce, in appropriate
cases, the risk incident to serving as a director, which otherwise could be
covered by liability insurance. The Company's Board of Directors, the individual
members of which will benefit from the inclusion of the indemnification and
limitation of liability provisions, has a personal interest in including these
provisions in the Company's Articles of Incorporation at the potential expense
of stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(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;
(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)(i) and (a)(ii) 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act of 1934, to treat each post-effective amendment as a new
registration statement relating to the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
3. 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 Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are 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.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of 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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Effingham, State of Illinois, on July 23, 1996.
ILLINOIS COMMUNITY BANCORP, INC.
By:/s/ Gerald E. Ludwig
------------------------------------
Gerald E. Ludwig
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, 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/ Gerald E. Ludwig Chief Executive Officer and July 23, 1996
- ----------------------------
Gerald E. Ludwig Chairman of the Board
/s/ Douglas A. Pike President, Chief Financial and July 23, 1996
- ----------------------------
Douglas A. Pike Accounting Officer and Director
/s/ Michael F. Sehy Vice Chairman of the Board July 23, 1996
- ----------------------------
Michael F. Sehy
/s/ Milton Hinkle Director July 23, 1996
- ----------------------------
Milton Hinkle
/s/ Frederick C. Schaefer Director July 23, 1996
- ----------------------------
Frederick C. Schaefer
/s/ Ernest E. Garbe Director July 23, 1996
- ----------------------------
Ernest E. Garbe
/s/ Garrett M. Andes, II Director July 23, 1996
- ----------------------------
Garrett M. Andes, II
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
<S> <C> <C>
5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the validity of the Common Stock being
registered
23 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.1 Consent of Independent Certified Public
Accountants
24 Power of Attorney (contained in the signature
page to the Registration Statement on Form S-4
as filed with the Commission on April 9, 1996).
99.1 Illinois Community Bancorp, Inc. Management
Recognition Plan and associated trust agreement
99.2 Illinois Community Bancorp, Inc. 1996 Stock
Option and Incentive Plan
99.3 Form of Stock Option Agreement to be entered
into with Optionees with respect to Incentive
Stock Options granted under the 1996 Stock
Option and Incentive Plan
99.4 Form of Stock Option Agreement to be entered
into with Optionees with respect to Non-
Incentive Stock Options granted under the 1996
Stock Option and Incentive Plan
99.5 Form of Agreement to be entered into with
Optionees with respect to Stock Appreciation
Rights granted under the 1996 Stock Option
and Incentive Plan
99.6 Notice of MRP Award
99.7 Board resolutions approving the Management
Recognition Plan and 1996 Stock Option and
Incentive Plan and authorizing the issuance of
shares of common stock in accordance with the
terms of the 1996 Stock Option and Incentive
Plan and the Management Recognition Plan
99.8 Memorandum concerning taxation of MRP Awards,
and associated election form
</TABLE>
<PAGE>
EXHIBIT 5
<PAGE>
July 24, 1996
Board of Directors
Illinois Community Bancorp, Inc.
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
Re: Registration Statement on Form S-8;
-----------------------------------
Illinois Community Bancorp, Inc.
Management Recognition Plan and
1996 Stock Option and Incentive Plan
Dear Board Members:
We have acted as special counsel to Illinois Community Bancorp, Inc., an
Illinois Corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $.01 per share (the
"Common Stock") of the Company which may be issued pursuant to the Illinois
Community Bancorp, Inc. Management Recognition Plan and 1996 Stock Option and
Incentive Plan (together, the "Plans"), all as more fully described in the
Registration Statement. You have requested the opinion of this firm with respect
to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plans will be duly and validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to references to our firm included under
the caption "Legal Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ Howard S. Parris
------------------------------
Howard S. Parris
<PAGE>
Exhibit 23.1
<PAGE>
July 24, 1996
Board of Directors
Illinois Community Bancorp, Inc.
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
Re: Registration Statement on Form S-8;
-----------------------------------
Illinois Community Bancorp, Inc.
Management Recognition Plan and
1996 Stock Option and Incentive Plan
We consent to the incorporation by reference in this registration statement
of 70,357 shares on Form S-8 of our reports dated May 24, 1996, on our audits of
the consolidated financial statements and financial statement schedules of
Illinois Guarantee Savings Bank, FSB and Subsidiary as of June 30, 1995 and
1994, and for the years in the three-year period ended June 30, 1995, which
reports were included in Illinois Community Bancorp, Inc. Registration Statement
on Form S-4 as filed with the Securities and Exchange Commission on April 9,
1996. We also consent to the reference to our firm under the caption "Experts."
/s/ Larsson, Woodyard & Henson, LLP
------------------------------------------------
Larsson, Woodyard & Henson, LLP
<PAGE>
Exhibit 99.1
<PAGE>
ILLINOIS COMMUNITY BANCORP, INC.
MANAGEMENT RECOGNITION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
1.01 The Company hereby establishes this Plan upon the terms and
conditions hereinafter stated.
1.02 Through acceptance of their appointment to the Committee, each member
of the Committee hereby accepts his or her appointment hereunder upon the terms
and conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to reward and retain personnel of
experience and ability in key positions of responsibility by providing Employees
and Directors of the Company, and its Affiliates with a proprietary interest in
the Company, and as compensation for their past contributions to the Company,
and as an incentive to make such contributions in the future.
ARTICLE III
DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, shall have the meanings set forth below unless the context
clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.01 "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended.
3.02 "Beneficiary" means the person or persons designated by a Participant
to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving spouse, if any
or if none, his estate.
3.03 "Board" means the Board of Directors of the Company (excluding
Directors Emeritus).
3.04 "Committee" means the Management Recognition Plan Committee appointed
by the Board pursuant to Article IV hereof.
3.05 "Common Stock" means shares of the common stock, $.01 par value per
share, of the Company.
<PAGE>
3.06 "Company" means Illinois Community Bancorp, Inc. (and any successor
in interest).
3.07 "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the Company
or in the case of transfers between payroll locations of the Company or between
the Company, an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.
3.08 "Date of Conversion" means the date of the conversion of the Bank
from mutual to stock form.
3.09 "Director" means a member of the Board.
3.10 "Disability" means a physical or mental condition of a Participant
resulting from bodily injury, disease, or mental disorder which renders him
incapable of continuing any gainful occupation and which condition
constitutes total disability under the Federal Social Security Acts.
3.11 "Disinterested Person" means any member of the Board who, at the time
discretion under the Plan is exercised, is a "disinterested person" within the
meaning of Rule 16b-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
3.12 "Effective Date" means the date on which the Plan first becomes
effective, as determined under Section 8.07 hereof.
3.13 "Employee" means any person who is employed by the Company or an
Affiliate.
3.14 "OTS" shall mean the Office of Thrift Supervision of the United
States Department of the Treasury.
3.15 "Participant" means an Employee or Director who holds a Plan Share
Award.
3.16 "Plan" means this Illinois Community Bancorp, Inc. Management
Recognition Plan.
3.17 "Plan Shares" means shares of Common Stock held in the Trust which
are awarded or issuable to a Participant pursuant to the Plan.
3.18 "Plan Share Award" means a right granted under this Plan to receive
Plan Shares.
3.19 "Plan Share Reserve" means the shares of Common Stock held by the
Trustee pursuant to Sections 5.02 and 5.03.
3.20 "Share" means one share of Common Stock.
3.21 "Trust" and "Trust Agreement" mean that agreement entered into
pursuant to the terms hereof between the Company and the Trustee, and "Trust"
means the trust created thereunder.
<PAGE>
3.22 "Trustee" means that person(s) or entity appointed by the Board
pursuant to the Trust Agreement to hold legal title to the Plan assets for
the purposes set forth herein.
3.23 "Year of Service" shall mean a full twelve-month period, measured
from the date of a Plan Share Award and each annual anniversary of that date,
during which a Participant's Continuous Service has not terminated for any
reason.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 ROLE AND POWERS OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, which shall consist of not less than three non-
employee members of the Board who are Disinterested Persons. In the absence at
any time of a duly appointed Committee, the Plan shall be administered by those
members of the Board who are Disinterested Persons, and by the Board if there
are less than three Disinterested Persons.
The Committee shall have all of the powers allocated to it in this and
other Sections of the Plan. Except as limited by the express provisions of the
Plan or by resolutions adopted by the Board, the Committee shall have sole and
complete authority and discretion, subject to applicable OTS regulations (i) to
make Plan Share Awards to such Employees as the Committee may select, (ii) to
determine the form and content of Plan Share Awards to be issued under the Plan,
(iii) to interpret the Plan, (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan, and (v) to make other determinations necessary
or advisable for the administration of the Plan. The Committee shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. Subject to Section 4.02, the interpretation and
construction by the Committee of any provisions of the Plan or of any Plan Share
Award granted hereunder shall be final and binding. The Committee shall act by
vote or written consent of a majority of its members, and shall report its
actions and decisions with respect to the Plan to the Board at appropriate
times, but in no event less than one time per calendar year. The Committee may
recommend to the Board one or more persons or entity to act as Trustee(s) in
accordance with the provisions of this Plan and the Trust.
4.02 ROLE OF THE BOARD. The members of the Committee shall be appointed
or approved by, and will serve at the pleasure of, the Board. The Board may in
its discretion from time to time remove members from, or add members to, the
Committee. The Board shall have all of the powers allocated to it in this and
other Sections of the Plan, may take any action under or with respect to the
Plan which the Committee is authorized to take, and may reverse or override any
action taken or decision made by the Committee under or with respect to the
Plan, provided, however, that the Board may not take any action that would
constitute a violation of OTS regulations or revoke any Plan Share Award already
made or impair a participant's vested rights under a Plan Share Award, except as
provided in Section 8.02 herein. Members of the Board who are eligible for or
who have been granted Plan Share Awards (other than pursuant to Section 6.04)
may not vote on any matters affecting the administration of the Plan or the
grant of Plan Shares or Plan Share Awards (although such members may be counted
in determining the existence of a quorum at any meeting of the Board during
which actions with regard thereto are taken). Further, with respect to all
actions taken by the Board in regard to the Plan, such action shall be taken
by a
<PAGE>
majority of the Board where such a majority of the directors acting in the
matter are Disinterested Persons.
4.03 LIMITATION ON LIABILITY. No member of the Board or the Committee
or the Trustee(s) shall be liable for any determination made in good faith
with respect to the Plan or any Plan Shares or Plan Share Awards granted
under it. In addition to such other rights of indemnification as they may
have, the members of the Committee shall be indemnified by the Bank, in
connection with any claim, action, suit or proceeding, relating to any action
taken or failure to act under or in connection with the Plan or any Award,
granted hereunder to the full extent provided for under the Company's
governing instruments with respect to the indemnification of Directors.
ARTICLE V
CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amounts (or the method of computing the amounts) to be contributed by the
Company to the Trust, provided that Illinois Guarantee Savings Bank, FSB may
also make contributions to the Trust. Such amounts shall be paid to the
Trustee at the time of contribution and shall not exceed amounts permitted
under OTS regulations. No contributions to the Trust by Employees shall be
permitted.
5.02 INVESTMENT OF TRUST ASSETS; MAXIMUM AWARDS. The Trustee shall
invest Trust assets only in accordance with the Trust Agreement; provided
that the Trust shall not purchase, and Plan Share Awards shall not be made
with respect to, more than 20,102 Shares, which equals four percent (4%) of
the number of Shares issued on the Date of Conversion.
5.03 EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES. Upon the allocation of Plan Share Awards under Section 6.02, the
Plan Share Reserve shall be reduced by the number of Shares subject to the
Awards so allocated. Any Shares subject or attributable to an Award which
may not be earned because of a forfeiture by the Participant pursuant to
Section 7.01 shall be added to the Plan Share Reserve.
ARTICLE VI
ELIGIBILITY; ALLOCATIONS
6.01 ELIGIBILITY. Only Employees shall be eligible to receive
discretionary Plan Share Awards. In selecting those Employees to whom Plan
Share Awards will be granted and the number of shares covered by such Awards,
the Committee shall consider the position, duties and responsibilities of the
eligible Employees, the value of their services to the Bank and its
Affiliates, and any other factors the Committee may deem relevant.
Notwithstanding the foregoing, (i) the Committee shall automatically make the
Plan Share Awards specified in Sections 6.04 and 6.05 hereof; and (ii) no
Employee shall receive Plan Share Awards relating to more than 25% of the
Plan Shares reserved under Section 5.02, and no non-employee Director shall
receive Plan Share Awards relating to more than 5% of the Plan Shares
reserved under Section 5.02, with all non-employee Directors as a group
receiving Plan Share Awards on the Effective Date relating to no more than
30% of the Plan Shares reserved under Section 5.02.
<PAGE>
6.02 ALLOCATIONS. The Committee will determine which of the Employees
referenced in Section 6.01 above will be granted Plan Share Awards, and the
number of Shares covered by each Plan Share Award, provided that in no event
shall any Awards be made which will violate the Charter, Bylaws or Plan of
Conversion of the Bank or its subsidiaries or any applicable federal or state
law or regulation. In the event Plan Shares are forfeited for any reason or
additional shares of Common Stock are purchased by the Trustee, the Committee
may, from time to time, determine which of the Employees referenced in
Section 6.01 above will be granted additional Plan Share Awards to be awarded
from the forfeited or acquired Plan Shares.
6.03 FORM OF ALLOCATION. As promptly as practicable after a
determination is made pursuant to Section 6.02 that a Plan Share Award is to
be made, the Committee shall notify the Participant in writing of the grant
of the Award, the number of Plan Shares covered by the Award, and the terms
upon which the Plan Shares subject to the Award may be earned. The date on
which the Committee so notifies the Participant shall be considered the date
of grant of the Plan Share Awards. The Committee shall maintain records as
to all grants of Plan Share Awards under the Plan.
6.04 AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS. Notwithstanding any
other provisions of this Plan, each Director who has more than two years of
Continuous Service as of the Effective Date and who is not an Employee but is
a Director on the Effective Date shall receive, on said date, a Plan Share
Award for a number of Shares equal to the lesser of 5% of the number of Plan
Shares which the Trust is authorized to purchase pursuant to Section 5.02 of
the Plan or the quotient obtained by dividing:
(i) thirty percent (30%) of the number of Plan Shares which the
Trust is authorized to purchase pursuant to Section 5.02 of the
Plan, by
(ii) the number of Directors entitled to receive Plan Share Awards on
the Effective Date, pursuant to this Section 6.04.
Each Director who joins the Board either within the two-year period
before the Effective Date or after the Effective Date shall receive, on the
Effective Date, or if later, the date the Director joins the Board, a Plan
Share Award of two percent (2%) of the number of Plan Shares which the Trust
is authorized to purchase pursuant to Section 5.02 of the Plan (or such
lesser number as are available hereunder for Plan Share Awards). Plan Share
Awards received under the provisions of this Section shall become vested and
nonforfeitable according to the general rules set forth in subsections (a)
and (b) of Section 7.01, and the Committee shall have no discretion to alter
or accelerate said vesting requirements. Unless otherwise inapplicable or
inconsistent with the provisions of this Section, the Plan Share Awards to be
granted hereunder shall be subject to all other provisions of this Plan.
6.05 AUTOMATIC GRANTS TO EMPLOYEES. On the Effective Date, each of the
following individuals shall receive a Plan Share Award as to the number of
Plan Shares listed below, provided that such award shall not be made to an
individual who is not an Employee on the Effective Date:
<PAGE>
<TABLE>
<CAPTION>
Employee Shares Subject to Plan Share Award
-------- ----------------------------------
<S> <C>
Doug Pike 15%
Ron Schettler 12%
John H. Leonard 8%
John Collier 5%
Sandy Goeckner 5%
Cindy Hinterscher 5%
Wanda Tabbert 5%
Lisa Canull 3%
Karol Kowalczyk 3%
Colette Meyer 3%
Linda Jansen 2%
</TABLE>
Plan Share Awards received under the provisions of this Section shall
become vested and nonforfeitable according to the general rules set forth in
subsections (a) and (b) of Section 7.01, and the Committee shall have no
discretion to alter said vesting requirements. Unless otherwise inapplicable
or inconsistent with the provisions of this Section, the Plan Share Awards to
be granted to hereunder shall be subject to all other provisions of this
Plan.
6.06 ALLOCATIONS NOT REQUIRED. Notwithstanding anything to the
contrary in Sections 6.01 and 6.02, but subject to Sections 6.04 and 6.05, no
Employee or Director shall have any right or entitlement to receive a Plan
Share Award hereunder, such Awards being at the total discretion of the
Committee, nor shall any Employees or Directors as a group have such a right.
The Committee may, with the approval of the Board (or, if so directed by the
Board) return all Common Stock in the Plan Share Reserve to the Bank at any
time, and cease issuing Plan Share Awards.
ARTICLE VII
EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 EARNING PLAN SHARES; FORFEITURES.
(a) GENERAL RULES. Twenty percent (20%) of the Plan Shares subject to
a Plan Share Award shall be earned and become non-forfeitable by a
Participant upon his or her completion of each of five Years of Service.
(b) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY.
Notwithstanding the general rule contained in Section 7.01(a) above, all Plan
Shares subject to a Plan Share Award held by a Participant whose service with
the Company or an Affiliate terminates due to the Participant's death or
Disability shall be deemed earned as of the Participant's last day of service
with the Company or an Affiliate and shall be distributed as soon as
practicable thereafter.
7.02 ACCRUAL OF DIVIDENDS. Whenever Plan Shares are paid to a Participant
or Beneficiary under Section 7.03, such Participant or Beneficiary shall also be
entitled to receive, with respect to each Plan Share paid an amount equal to (i)
any cash dividends (including the payment of a special large and nonrecurring
dividend including one that has the effect of a return to capital to the
stockholders), and (ii) a number of shares of Common Stock equal to any stock
dividends, declared and paid with respect to a share of Common Stock between the
date the relevant Plan Share
<PAGE>
Award was initially granted to such Participant and the date the Plan Shares are
being distributed. There shall also be distributed an appropriate amount of net
earnings, if any, of the Trust with respect to any cash dividends so paid out.
7.03 DISTRIBUTION OF PLAN SHARES.
(a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Except as provided in
Subsections (c), (d) and (e) below, the Trustee shall distribute Plan Shares and
accumulated cash from dividends and interest to the Participant or his
Beneficiary, as the case may be, as soon as practicable after they have been
earned. No fractional shares shall be distributed.
(b) FORM OF DISTRIBUTION. The Trustee shall distribute all Plan Shares,
together with any shares representing stock dividends, in the form of Common
Stock. One share of Common Stock shall be given for each Plan Share earned.
Payments representing cash dividends (and earnings thereon) shall be made in
cash.
(c) WITHHOLDING. The Trustee shall withhold from any cash payment made
under this Plan sufficient amounts to cover any applicable withholding and
employment taxes, and if the amount of such cash payment is not sufficient,
the Trustee shall require the Participant or Beneficiary to pay to the
Trustee the amount required to be withheld as a condition of delivering the
Plan Shares. The Trustee shall pay over to the Company or Affiliate which
employs or employed such Participant any such amount withheld from or paid by
the Participant or Beneficiary.
(d) TIMING: EXCEPTION FOR 10% SHAREHOLDERS. Notwithstanding Subsections
(a) and (b) above, no Plan Shares may be distributed prior to the date which is
five (5) years from the Date of Conversion to the extent the Participant or
Beneficiary, as the case may be, would after receipt of such Shares own in
excess of ten percent (10%) of the issued and outstanding shares of Common Stock
unless such action is approved in advance by a majority vote of disinterested
directors of the Board. To the extent this limitation would delay the date on
which a Participant receives Plan Shares, the Participant may elect to receive
from the Trust, in lieu of such Plan Shares, the fair market value thereof, as
determined by the Committee. Any Plan Shares remaining undistributed solely by
reason of the operation of this Subsection (d) shall be distributed to the
Participant or his Beneficiary on the date which is five years from the Date of
Conversion, provided that the Participant is vested as to those Plan Shares
pursuant to Section 7.01(a) hereof.
(e) REGULATORY EXCEPTIONS. No Plan Shares shall be distributed unless and
until all of the requirements of all applicable law and regulation shall have
been fully complied with, including the receipt of approval of the Plan by the
stockholders of the Company by such vote, if any, as may be required by
applicable law and regulation.
7.04 VOTING OF PLAN SHARES. All shares of Common Stock held by the Trust
(whether or not subject to a Plan Share Award) shall be voted by the Trustee in
the same proportion as the trustee of the Illinois Guarantee Savings Bank, FSB
Employee Stock Ownership Plan votes Common Stock held in the trust associated
therewith, and in the absence of any such voting, shall be voted in the manner
directed by the Board.
<PAGE>
ARTICLE VIII
MISCELLANEOUS
8.01 ADJUSTMENTS FOR CAPITAL CHANGES.
(a) RECAPITALIZATIONS; STOCK SPLITS, ETC. The number and kind of shares
which may be purchased under the Plan, and the number and kind of shares subject
to outstanding Plan Share Awards, shall be proportionately adjusted for any
increase, decrease, change or exchange of shares of Common Stock for a different
number or kind of shares or other securities of the Company which results from a
merger, consolidation, recapitalization, reorganization, reclassification, stock
dividend, split-up, combination of shares, or similar event in which the number
or kind of shares is changed without the receipt or payment of consideration by
the Company.
(b) TRANSACTIONS IN WHICH THE COMPANY IS NOT THE SURVIVING ENTITY. In the
event of (i) the liquidation or dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding Plan
Share Awards shall be proportionately adjusted for any increase, decrease,
change or exchange of shares of Common Stock for a different number or kind of
shares or other securities of the Company which results from the Transaction.
(c) CONDITIONS AND RESTRICTIONS ON NEW, ADDITIONAL, OR DIFFERENT SHARES
OR SECURITIES. If, by reason of any adjustment made pursuant to this Section, a
Participant becomes entitled to new, additional, or different shares of stock or
securities, such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the shares pursuant to the Plan Share Award before the adjustment
was made. In addition, the Committee shall have the discretionary authority to
impose on the Shares subject to Plan Share Awards such restrictions as the
Committee may deem appropriate or desirable, including but not limited to a
right of first refusal, or repurchase option, or both of these restrictions.
(d) OTHER ISSUANCES. Except as expressly provided in this Section, the
issuance by the Bank or an Affiliate of shares of stock of any class, or of
securities convertible into shares of Common Stock or stock of another class,
for cash or property or for labor or services either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, shall not affect, and
no adjustment shall be made with respect to, the number or class of shares of
Common Stock then subject to Plan Share Awards or reserved for issuance under
the Plan.
8.02 AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution, at
any time amend or terminate the Plan; provided that (i) the provisions of
Section 6.04 may not be amended more than once every six months (other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder), and (ii) no amendment or termination
of the Plan shall, without the written consent of a Participant, impair any
rights or obligations under a Plan Share Award theretofore granted to the
Participant.
The power to amend or terminate the Plan in accordance with this Section
8.02 shall include the power to direct the Trustee to return to the Company all
or any part of the assets of the Trust, including shares of Common Stock held in
the Plan Share Reserve. However, the termination of the Trust shall not affect a
Participant's right to earn Plan Share Awards and to receive a distribution of
Common
<PAGE>
Stock relating thereto, including earnings thereon, in accordance with the terms
of this Plan and the grant by the Committee or the Board.
8.03 NONTRANSFERABILITY. Plan Share Awards may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution. Notwithstanding any other
provision of this Plan to the contrary, to the extent permissible under Rule
16b-3, a Participant who is granted Plan Share Awards pursuant to this Plan may
transfer such Plan Share Awards to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust, provided that Plan Share Awards so
transferred may not again be transferred other than to the Participant
originally receiving the grant of Plan Share Awards or to an individual or trust
to whom such Participant could have transferred Plan Share Awards pursuant to
this Section 8.03. Plan Share Awards which are transferred pursuant to this
Section 8.03 shall be exercisable by the transferee subject to the same terms
and conditions as would have applied to such Plan Share Awards in the hands of
the Participant originally receiving the grant of such Plan Share Awards.
8.04 NO EMPLOYMENT OR OTHER RIGHTS. Neither the Plan nor any grant of a
Plan Share Award or Plan Shares hereunder nor any action taken by the Trustee,
the Committee or the Board in connection with the Plan shall create any right,
either express or implied, on the part of any Employee or Director to continue
in the service of the Bank, or an Affiliate thereof.
8.05 VOTING AND DIVIDEND RIGHTS. No Participant shall have any voting or
dividend rights or other rights of a stockholder in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Section 7.02
above, prior to the time said Plan Shares are actually distributed to him.
8.06 GOVERNING LAW. The Plan and Trust shall be governed and construed
under the laws of the State of Illinois to the extent not preempted by Federal
law.
8.07 EFFECTIVE DATE. The Plan shall become effective immediately upon its
approval by a favorable vote of stockholders of the Company who hold at least a
majority of the total votes eligible to be cast at a duly called meeting of the
Company's stockholders held in accordance with applicable laws, provided that
the Plan shall not be submitted for such approval within the six-month period
after the Date of Conversion. In no event shall Plan Share Awards be made prior
to the Effective Date.
8.08 TERM OF PLAN. This Plan shall remain in effect until the earlier of
(i) termination by the Board, or (ii) the distribution of all assets of the
Trust. Termination of the Plan shall not affect any Plan Share Awards previously
granted, and such Awards shall remain valid and in effect until they have been
earned and paid, or by their terms expire or are forfeited.
8.09 TAX STATUS OF TRUST. It is intended that (i) the Trust associated
with the Plan be treated as a grantor trust of the Company under the provisions
of Section 671 et seq. of the Internal Revenue Code, as the same may be amended
-- ---
from time to time, and (ii) that in accordance with Revenue Procedure 92-65,
Participants have the status of general unsecured creditors of the Bank, the
Plan constitutes a mere unfunded promise to make benefit payments in the future,
the Plan is unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended, and the Trust has
been and will continue to be maintained in conformity with Revenue Procedure 92-
64.
<PAGE>
TRUST AGREEMENT
UNDER THE ILLINOIS COMMUNITY BANCORP, INC.
MANAGEMENT RECOGNITION PLAN
This Agreement made this 23rd day of July, 1996 by and between Illinois
Community Bancorp, Inc. (the "Company") and Ernest E. Garbe, Gerald E. Ludwig,
and Michael F. Sehy (acting by majority, the "Trustee").
WHEREAS, the Company maintains the Illinois Community Bancorp, Inc.
Management Recognition Plan (the "Plan"); and
WHEREAS, the Company has incurred or expects to incur liability under the
terms of the Plan with respect to the individuals participating in the Plan
("Participants"); and
WHEREAS, the Company wishes to establish a trust (the "Trust") and to
contribute to the Trust assets that shall be held therein, subject to the claims
of the Company's general creditors in the event of Insolvency, as defined in
Section 3(a) hereof, until paid to Participants and their beneficiaries in such
manner and at such times as specified in the Plan;
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
WHEREAS, it is the intention of the Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plan;
NOW, THEREFORE, the parties do hereby establish this Trust and agree that
the Trust shall be comprised, held and disposed of as follows:
Section 1. Establishment of Trust
----------------------------------
(a) The Company hereby deposits, or will shortly hereafter deposit, with
the Trustee in trust (i) a number of shares of the Company's common stock
("Common Stock") equal to four percent (4%) of the number of shares of Common
Stock issued in connection with the Company's conversion from mutual-to-stock
form, or (ii) an amount expected to be sufficient to permit the Trust to
purchase said shares. Said shares or amount shall become the initial principal
of the Trust to be held, administered and disposed of by the Trustee as provided
in this Trust Agreement.
(b) The Trust shall become irrevocable upon the effective date of the
Plan.
(c) The Trust is intended to be a grantor trust, of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"),
and shall be construed accordingly.
<PAGE>
(d) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Participants and general creditors as herein set
forth. Participants and their beneficiaries shall have no preferred claim on, or
any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plan and this Trust Agreement shall be mere unsecured
contractual rights of Participants and their beneficiaries against the Company.
Any assets held by the Trust will be subject to the claims of the Company's
general creditors under federal and state law in the event of Insolvency, as
defined in Section 3(a) herein.
(e) The Company, in its sole discretion, may at any time, or from time
to time, make additional deposits of cash or other property in trust with the
Trustee to augment the principal to be held, administered and disposed of by
Trustee as provided in this Trust Agreement. Neither the Trustee nor any
Participant or beneficiary shall have any right to compel such additional
deposits.
Section 2. Payments to Plan Participants and Their Beneficiaries.
-----------------------------------------------------------------
(a) The Company shall deliver to the Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each Participant
(and his or her beneficiaries), that provides a formula or other instructions
acceptable to the Trustee for determining the amounts so payable, the form in
which such amount is to be paid (as provided for or available under the Plan),
and the time of commencement for payment of such amounts. Except as otherwise
provided herein, the Trustee shall make payments to Participants and their
beneficiaries in accordance with such Payment Schedule. The Trustee shall make
provision for the reporting and withholding of any federal, state or local taxes
that may be required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plan and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by the Company.
(b) The entitlement of a Participant or his or her beneficiaries to
benefits under the Plan shall be determined by the Company or such party as it
shall designate under the Plan, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan.
(c) The Company may make payment of benefits directly to Participants or
their beneficiaries as they become due under the terms of the Plan. The Company
shall notify the Trustee of its decision to make payment of benefits directly
prior to the time amounts are payable to Participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plan, the Company shall make the balance of each such payment as it falls due.
The Trustee shall notify the Company where principal and earnings are not
sufficient.
Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary
--------------------------------------------------------------------------
When Company Is Insolvent.
- --------------------------
(a) The Trustee shall cease payment of benefits to Participants and their
beneficiaries if the Company is Insolvent. The Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to
pay its debts as they become due, or (ii) the Company becomes subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.
<PAGE>
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of the Company under federal and state law as set
forth below.
(c) The Board of Directors and the Chief Executive Officer of the Company
shall have the duty to inform the Trustee in writing of the Company's
Insolvency. If a person claiming to be a creditor of the Company alleges in
writing to the Trustee that the Company has become Insolvent, the Trustee shall
determine whether the Company is Insolvent and, pending such determination, the
Trustee shall discontinue payment of benefits to Participants or their
beneficiaries.
(1) Unless the Trustee has actual knowledge of the Company's
Insolvency, or has received notice from the Company or a person claiming to be a
creditor alleging that the Company is Insolvent, the Trustee shall have no duty
to inquire whether the Company is Insolvent. The Trustee may in all events rely
on such evidence concerning the Company's solvency as may be furnished to the
Trustee and that provides the Trustee with a reasonable basis for making a
determination concerning the Company's solvency.
(2) If at any time the Trustee has determined that the Company is
Insolvent, the Trustee shall discontinue payments to Plan participants or their
beneficiaries, shall liquidate the Trust's investment in Common Stock, and shall
hold the assets of the Trust for the benefit of the Company's general creditors.
Nothing in this Trust Agreement shall in any way diminish any rights of
Participants or their beneficiaries as general creditors of the Company with
respect to benefits due under the Plan or otherwise.
(3) The Trustee shall resume the payment of benefits to Participants
or their beneficiaries in accordance with Section 2 of this Trust Agreement only
after the Trustee has determined that the Company is not Insolvent (or is no
longer Insolvent).
(d) Provided that there are sufficient assets, if the Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to
Participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to
Participants or their beneficiaries by the Company in lieu of the payments
provided for hereunder during any such period of discontinuance.
Section 4. Payments to the Company.
-----------------------------------
Except as provided in Section 3 hereof, after the Trust has become
irrevocable, the Company shall have no right or power to direct the Trustee to
return to the Company or to divert to others any of the Trust assets before all
payment of benefits have been made to Plan Participants and their beneficiaries
pursuant to the terms of the Plan.
Section 5. Investment Authority.
--------------------------------
(a) The Trustee shall have sole discretion as to the investment of Trust
assets, except that to the extent reasonably practicable, the Trustee shall
invest
<PAGE>
all assets of the Trust in Common Stock provided that the Trust shall not
purchase from time to time a number of shares of Common Stock exceeding __% of
the shares of Common Stock issued in the Bank's mutual-to-stock conversion.
(b) All rights associated with assets of the Trust shall be exercised by
the Trustee or the person designated by the Trustee, and shall in no event be
exercisable by or rest with Participants, except that voting rights with respect
to Common Stock will be exercised in accordance with the terms of the Plan.
(c) Subject to applicable federal and state securities laws, if for any
reason the Trustee will be selling shares of Common Stock, the Trustee shall
sell such shares by (i) giving each Beneficiary 20 business days within which to
purchase, at fair market value, all or part of the shares of Common Stock that
the Trustee holds for the benefit of the Beneficiary, and (ii) to the extent
purchases by Beneficiaries are insufficient to eliminate the Trusts' excess
holdings of Common Stock, to offer to sell, and to sell, all or any part of the
excess shares held by the Trust to the following purchasers, listed here by
order of priority: first, the Company; second, any benefit plan maintained by
the Company; third, directors of the Company; fourth, officers of the Company;
fifth, members of the general public.
Section 6. - Disposition of Income.
-----------------------------------
During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.
Section 7. Accounting by Trustee.
---------------------------------
The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee. Within 60 days following the close of each calendar
year and within 20 days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchased and sold with the cost or net
proceeds of such purchases or sales (accrued interest paid or receivable being
shown separately), and showing all cash, securities and other property held in
the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.
Section 8. Responsibility of Trustee.
-------------------------------------
(a) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by the Company which is contemplated by,
and in conformity, the terms of the Plan or this Trust and is given in writing
by the Company. In the event of a dispute between the Company and a party, the
Trustee may apply to a court of competent jurisdiction to resolve the dispute.
<PAGE>
(b) If the Trustee undertakes or defends any litigation arising in
connection with this Trust, the Company agrees to indemnify the Trustee against
Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments, except in those cases where the Trustee shall have been found by
a court of competent jurisdiction to have acted with gross negligence or willful
misconduct. If the Company does not pay such costs, expenses and liabilities in
a reasonably timely manner, the Trustee may obtain payment from the Trust.
(c) The Trustee may consult with legal counsel with respect to any of its
duties or obligations hereunder.
(d) The Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
(e) The Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a beneficiary of the policy other than
the Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor the Trustee, or to loan to any person
the proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to the Trustee pursuant to this
Trust Agreement or to applicable law, the Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.
Section 9. Compensation and Expenses of Trustee.
------------------------------------------------
The Company shall pay all administrative expenses and the Trustee's fees
and expenses relating to the Plan and this Trust. If not so paid, the fees and
expenses shall be paid from the Trust.
Section 10. Resignation and Removal of Trustee.
-----------------------------------------------
The Trustee may resign at any time by written notice to the Company, which
resignation shall be effective 30 days after the Company receives such notice
(unless the Company and the Trustee agree otherwise). The Trustee may be removed
by the Company on 30 days notice or upon shorter notice accepted by the Trustee.
If the Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date or resignation or
removal under this section. If no such appointment has been made, the Trustee
may apply to a court of competent jurisdiction for appointment of a successor or
for instructions. All expenses of the Trustee in connection with the proceeding
shall be allowed as administrative expenses of the Trust. Upon resignation or
removal of the Trustee and appointment of a successor trustee, all assets shall
subsequently be transferred to the successor trustee. The transfer shall be
completed within 60 days after receipt of notice of resignation, removal or
transfer, unless the Company extends the time limit.
<PAGE>
Section 11. Appointment of Successor.
-------------------------------------
If the Trustee resigns or is removed in accordance with Section 10 hereof,
the Company may appoint any other party as a successor to replace the Trustee
upon resignation or removal. The appointment shall be effective when accepted in
writing by the new trustee, who shall have all of the rights and powers of the
former trustee, including ownership rights in the Trust assets. The former
trustee shall execute any instrument necessary or reasonably requested by the
Company or the successor trustee to evidence the transfer.
A successor trustee need not examine the records and acts of any prior
trustee and may retain or dispose of existing Trust assets, subject to Sections
7 and 8 hereof. The successor trustee shall not be responsible for, and the
Company shall indemnify and defend the successor trustee from, any claim or
liability resulting from any action or inaction of any prior trustee or from any
other past event, or any condition existing at the time it becomes successor
trustee.
Section 12. Amendment or Termination.
-------------------------------------
(a) This Trust Agreement may be amended by a written instrument executed
by the Trustee and the Company, provided that no such amendment shall make the
Trust revocable.
(b) The Trust shall not terminate until the date on which Participants and
their beneficiaries are no longer entitled to benefits pursuant to the terms
hereof. Upon termination of the Trust, the Trustee shall return any assets
remaining in the Trust to the Company.
(c) Upon written approval of all Participants (or their beneficiaries if
they are then entitled to payment of benefits), the Company may terminate this
Trust prior to the time all benefit payments under the Plan have been made. All
assets in the Trust at termination shall be returned to the Company.
Section 13. Miscellaneous.
--------------------------
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Participants and their beneficiaries under this
Trust Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process, except pursuant to the terms of
the Plan.
(c) This Trust Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois, to the extent not preempted by federal
law.
(d) The Trustee agrees to be bound by the terms of the Plan, as in effect
from time to time.
(e) The Trustee shall act by vote or written consent of a majority of its
then duly-appointed members.
<PAGE>
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused
this Agreement to be executed, and its corporate seal affixed, and the Trustees
have executed this Agreement, this 23rd day of July, 1996.
ATTEST: ILLINOIS COMMUNITY BANCORP, INC.
/s/ Ronald R. Schettler By: /s/ Douglas A. Pike
- -------------------------------- ------------------------------
Its President
ATTEST:
/s/ Ernest E. Garbe
- --------------------------------
Ernest E. Garbe, Trustee
/s/ Gerald E. Ludwig
- --------------------------------
Gerald E. Ludwig, Trustee
/s/ Michael F. Sehy
- --------------------------------
Michael F. Sehy, Trustee
<PAGE>
Exhibit 99.2
<PAGE>
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the Company through
providing select key Employees and Directors of the Company, and its Affiliates
with the opportunity to acquire Shares. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate the best available personnel for
positions of substantial responsibility and to provide additional incentive to
Directors and key Employees of the Company or any Affiliate to promote the
success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in
accordance with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options and SARs, unless the
context clearly indicates a different meaning.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean the Stock Option Committee appointed by
the Board in accordance with Paragraph 5(a) hereof.
(g) "Common Stock" shall mean the common stock of the Company.
(h) "Company" shall mean Illinois Community Bancorp, Inc. (and any
successor in interest).
(i) "Continuous Service" shall mean the absence of any interruption
or termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the Company
or in the case of transfers between payroll locations of the Company or an
Affiliate or a successor, or in the case of a Director's performance of services
in an emeritus or advisory capacity.
(j) "Director" shall mean any member of the Board (excluding
Directors Emeritus), and any member of the board of directors of any Affiliate
that the Board has by resolution designated as being eligible for participation
in this Plan.
<PAGE>
(k) "Disability" means a physical or mental condition of a
Participant resulting from bodily injury, disease, or mental disorder which
renders him incapable of continuing any gainful occupation and which condition
constitutes total disability under the Federal Social Security Acts.
(l) "Disinterested Person" shall mean any member of the Board who, at
the time discretion under the Plan is exercised, is a "disinterested person"
within the meaning of Rule 16b-3.
(m) "Effective Date" shall mean the date specified in Paragraph 14
hereof.
(n) "Employee" shall mean any person employed by the Company or an
Affiliate.
(o) "Exercise Price" shall mean the price per Optioned Share at which
an Option or SAR may be exercised.
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.
(q) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Paragraph 7(b) hereof.
(r) "Non-ISO" means an option to purchase Common Stock which meets
the requirements set forth in the Plan but which is not intended to be and is
not identified as an ISO.
(s) "OTS" means the Office of Thrift Supervision of the United States
Department of the Treasury.
(t) "Option" means an ISO and/or a Non-ISO.
(u) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.
(v) "Participant" shall mean any person who receives an Award
pursuant to the Plan.
(w) "Plan" shall mean this Illinois Community Bancorp, Inc. 1996
Stock Option and Incentive Plan.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(y) "Share" shall mean one share of Common Stock.
(z) "SAR" (or "Stock Appreciation Right") means a right to receive
the appreciation in value, or a portion of the appreciation in value, of a
specified number of shares of Common Stock.
<PAGE>
(aa) "Year of Service" shall mean a full twelve-month period, measured
from the date of an Award and each annual anniversary of that date, during which
a Participant has not terminated Continuous Service for any reason.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect for a term
of ten years from the Effective Date, unless sooner terminated pursuant to
Paragraph 16 hereof. No Award shall be granted under the Plan after ten years
from the Effective Date.
(b) Term of Awards. The term of each Award granted under the Plan
shall be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years. This subsection 3(b) shall not be
construed to cause the acceleration of the vesting of Awards.
4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required by the provisions of
Paragraph 11 hereof, the aggregate number of Shares deliverable pursuant to
Awards shall not exceed 50,255 Shares. Such Shares may either be authorized but
unissued Shares, Shares held in treasury, or Shares held in a grantor trust
created by the Company. If any Awards should expire, become unexercisable, or be
forfeited for any reason without having been exercised, the Optioned Shares
shall, unless the Plan shall have been terminated, be available for the grant of
additional Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with respect to which an
SAR is granted, but not the number of Shares which the Company delivers or could
deliver to an Employee or individual upon exercise of an SAR, shall be charged
against the aggregate number of Shares remaining available under the Plan;
provided, however, that in the case of an SAR granted in conjunction with an
Option, under circumstances in which the exercise of the SAR results in
termination of the Option and vice versa, only the number of Shares subject to
the Option shall be charged against the aggregate number of Shares remaining
available under the Plan. The Shares involved in an Option as to which option
rights have terminated by reason of the exercise of a related SAR, as provided
in Paragraph 10 hereof, shall not be available for the grant of further Options
under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be administered by
the Committee, which shall consist of not less than three (3) members of the
Board who are Disinterested Persons. Members of the Committee shall serve at the
pleasure of the Board. In the absence at any time of a duly appointed Committee,
the Plan shall be administered by those members of the Board who are
Disinterested Persons.
(b) Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion, subject to applicable OTS
<PAGE>
regulations (i) to select Participants and grant Awards, (ii) to determine the
form and content of Awards to be issued in the form of Agreements under the
Plan, (iii) to interpret the Plan, (iv) to prescribe, amend and rescind rules
and regulations relating to the Plan, and (v) to make other determinations
necessary or advisable for the administration of the Plan. The Committee shall
have and may exercise such other power and authority as may be delegated to it
by the Board from time to time. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by a majority
of the Committee without a meeting, shall be deemed the action of the Committee.
(c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price of an Option
or SAR, (ii) the number of Shares subject to, and the expiration date of, the
Award, (iii) the manner, time and rate (cumulative or otherwise) of exercise or
vesting of such Award, and (iv) the restrictions, if any, to be placed upon such
Award, or upon Shares which may be issued upon exercise of such Award.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients of
Awards.
(d) Effect of the Committee's Decisions. All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
(e) Indemnification. In addition to such other rights of indemnification
as they may have, the members of the Committee shall be indemnified by the
Company, in connection with any claim, action, suit or proceeding relating to
any action taken or failure to act under or in connection with the Plan or any
Award, granted hereunder to the full extent provided for under the Company's
governing instruments with respect to the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. Only Employees shall be eligible to receive
discretionary Awards. In selecting those Employees to whom Awards will be
granted and the number of shares covered by such Awards, the Committee shall
consider the position, duties and responsibilities of the eligible Employees,
the value of their services to the Company and its Affiliates, and any other
factors the Committee may deem relevant. Notwithstanding the foregoing, (i) the
Committee shall automatically make the Awards specified in Sections 6(b) and 9
hereof, and (ii) no Employee shall receive Options to purchase more than 25% of
the Shares reserved under Paragraph 4(a), and no non-Employee Director shall
<PAGE>
receive Options on the Effective Date to purchase more than 5% of the Shares
reserved under Paragraph 4(a), with all non-Employee Directors as a group
receiving Options on the Effective Date to purchase no more than 30% of the
Shares reserved under Paragraph 4(a).
(b) Automatic Grants to Employees. On the Effective Date, each of
the following Employees shall receive an Option (in the form of an ISO, to the
extent permissible under the Code) to purchase the number of Shares listed
below, at an Exercise Price per Share equal to the Market Value of a Share on
the Effective Date; provided that such grant shall not be made to an Employee
whose Continuous Service terminates on or before the Effective Date:
<TABLE>
<CAPTION>
Percentage of Shares
Participant Reserved under Paragraph 4(a)
----------- -----------------------------
<S> <C>
Doug Pike 24%
Ron Schettler 18%
John H. Leonard 9%
John Collier 4%
Sandy Goeckner 3%
Cindy Hinterscher 3%
Colette Meyer 3%
Karol Kowalczyk 3%
Wanda Tabbert 3%
Lisa Canull 2%
Linda Jansen 2%
</TABLE>
With respect to each of the above-named Participants, the Option granted to
the Participant hereunder (i) shall vest in accordance with the general rule set
forth in Paragraph 8(a) of the Plan, (ii) shall have a term of ten years from
the Effective Date, and (iii) shall be subject to the general rule set forth in
Paragraph 8(c) with respect to the effect of a Participant's termination of
Continuous Service on the Participant's right to exercise his Options.
(c) Special Rules for ISOs. The aggregate Market Value, as of the
date the Option is granted, of the Shares with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans, as defined in Section 422 of the Code, of the
Company or any present or future Affiliate of the Company) shall not exceed
$100,000. Notwithstanding the foregoing, the Committee may grant Options in
excess of the foregoing limitations, in which case such Options granted in
excess of such limitation shall be Options which are Non-ISOs.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 100% of the Market Value of the
Optioned Shares on the date of grant. In the case of an Employee who owns Shares
representing more than 10% of the Company's outstanding Shares of Common Stock
at the time an ISO is granted, the Exercise Price shall not be less than 110% of
the Market Value of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ National Market
<PAGE>
System) on the date in question, then the Market Value per Share shall be the
average of the highest and lowest selling price on such exchange on such date,
or if there were no sales on such date, then the Exercise Price shall be the
mean between the bid and asked price on such date. If the Common Stock is traded
otherwise than on a national securities exchange on the date in question, then
the Market Value per Share shall be the mean between the bid and asked price on
such date, or, if there is no bid and asked price on such date, then on the next
prior business day on which there was a bid and asked price. If no such bid and
asked price is available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and absolute
discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Each Option shall become exercisable with respect to
twenty percent (20%) of the Optioned Shares upon the Participant's completion of
each of five Years of Service, provided that an Option shall become fully (100%)
exercisable immediately upon termination of a Participant's Continuous Service
due to the Participant's Disability or death. An Option may not be exercised for
a fractional Share.
(b) Procedure for Exercise. A Participant may exercise Options, subject
to provisions relative to its termination and limitations on its exercise, only
by (1) written notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a combination of cash
and Common Stock, of the amount of the Exercise Price for the number of Shares
with respect to which the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at its executive
offices. Common Stock utilized in full or partial payment of the Exercise Price
for Options shall be valued at its Market Value at the date of exercise, and may
consist of Shares subject to the Option being exercised.
(c) Period of Exercisability. Except to the extent otherwise provided in
the terms of an Agreement, an Option may be exercised by a Participant only
while he is an Employee and has maintained Continuous Service from the date of
the grant of the Option, or within three months after termination of such
Continuous Service (but not later than the date on which the Option would
otherwise expire), except if the Employee's Continuous Service terminates by
reason of -
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between the
Participant and the Company (and, in the absence of any such agreement,
shall mean termination because of the Employee's 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), then the Participant's
rights to exercise such Option shall expire on the date of such
termination;
(2) death, then to the extent that the Participant would have been
entitled to exercise the Option immediately prior to his death, such Option
of the deceased Participant may be exercised within two years from the date
of his
<PAGE>
death (but not later than the date on which the Option would otherwise
expire) by the personal representatives of his estate or person or persons
to whom his rights under such Option shall have passed by will or by laws
of descent and distribution;
(3) Disability, then to the extent that the Participant would have been
entitled to exercise the Option immediately prior to his or her Disability,
such Option may be exercised within one year from the date of termination
of employment due to Disability, but not later than the date on which the
Option would otherwise expire.
Notwithstanding the provisions of any Option which provide for its exercise
in installments or based on the Participant's future Continuous Service, such
Option shall become immediately and fully exercisable upon the Participant's
death or Disability.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
9. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS
(a) Automatic Grants. Notwithstanding any other provisions of this
Plan, each Director who is not an Employee and has more than two years of
Continuous Service on the Effective Date shall receive, on said date, Non-ISOs
to purchase the lesser of 5% of the number of Shares reserved under Paragraph
4(a) hereof or the quotient obtained by dividing --
(i) thirty percent (30%) of the number of Shares reserved under
Paragraph 4(a) hereof, by
(ii) the number of Directors entitled to receive an Option on the
Effective Date, pursuant to this Paragraph 9(a).
Such Non-ISOs shall have an Exercise Price per Share equal to the Market Value
of a Share on the date of grant.
Each Director who joins the Board either within the two-year period before
the Effective Date or after the Effective Date and who is not then an Employee
shall receive, on the Effective Date or, if later, the date of joining the
Board, Non-ISOs to purchase two percent (2%) of the Shares reserved under
Paragraph 4(a) of the Plan (or such lesser number of Shares as are available
hereunder), at an Exercise Price per Share equal to its Market Value on the date
of grant.
(b) Terms of Exercise. Options received under the provisions of this
Paragraph will become exercisable in accordance with the general rule set forth
in Paragraph 8(a) hereof, and may be exercised from time to time by (a) written
notice of intent to exercise the Option with respect to all or a specified
number of the Optioned Shares, and (b) payment to the Company (contemporaneously
with the delivery of such notice), in cash, in Common Stock, or a combination of
cash and Common Stock, of the amount of the Exercise Price for the number of the
Optioned Shares with respect to which the Option is then being exercised. A
Director who exercises Options pursuant to this Paragraph may satisfy all
applicable federal, state and local income and employment tax withholding
<PAGE>
obligations, in whole or in part, by irrevocably electing to have the Company
withhold shares of Common Stock, or to deliver to the Company shares of Common
Stock that he already owns, having a value equal to the amount required to be
withheld; provided that to the extent not inconsistent herewith, such election
otherwise complies with those requirements of Paragraphs 8 and 19 hereof.
Options granted under this Paragraph shall have a term of ten years,
provided that Options granted under this Paragraph shall expire one year after
the date on which a Director terminates Continuous Service on the Board, but in
no event later than the date on which such Options would otherwise expire. In
the event of such Director's death during the term of his or her directorship,
Options granted under this Paragraph may be exercised within two years from the
date of his or her death by the personal representatives of his estate or person
or persons to whom his rights under such Option shall have passed by will or by
laws of descent and distribution, but in no event later than the date on which
such Options would otherwise expire. In the event of such Director's Disability
during his or her directorship, then the Director's Option shall become
immediately exercisable, and such Option may be exercised within one year of the
termination of directorship due to Disability, but not later than the date that
the Option would otherwise expire. Unless otherwise inapplicable or inconsistent
with the provisions of this Paragraph, the Options to be granted to Directors
hereunder shall be subject to all other provisions of this Plan.
(c) Effect of the Committee's Decisions. The Committee's
determination whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons affected
thereby.
10. SARS (STOCK APPRECIATION RIGHTS)
(a) Granting of SARs. In its sole discretion, the Committee may from
time to time grant SARs to Employees either in conjunction with, or
independently of, any Options granted under the Plan. An SAR granted in
conjunction with an Option may be an alternative right wherein the exercise of
the Option terminates the SAR to the extent of the number of shares purchased
upon exercise of the Option and, correspondingly, the exercise of the SAR
terminates the Option to the extent of the number of Shares with respect to
which the SAR is exercised. An SAR may not be granted in conjunction with an ISO
under circumstances in which the exercise of the SAR affects the right to
exercise the ISO or vice versa, unless the SAR, by its terms, meets all of the
following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference between the
Exercise Price of the ISO and the Market Value of the Shares
subject to the ISO at the time the SAR is exercised;
(3) The SAR is transferable only when the ISO is transferable, and
under the same conditions;
(4) The SAR may be exercised only when the ISO may be exercised; and
(5) The SAR may be exercised only when the Market Value of the Shares
subject to the ISO exceeds the Exercise Price of the ISO.
<PAGE>
(b) Exercise Price. The Exercise Price as to any particular SAR
shall not be less than the Market Value of the Optioned Shares on the date of
grant.
(c) Timing of Exercise. Any election by a Participant to exercise
SARs shall be made during the period beginning on the 3rd business day following
the release for publication of quarterly or annual financial information and
ending on the 12th business day following such date. This condition shall be
deemed to be satisfied when the specified financial data is first made publicly
available. In no event, however, may an SAR be exercised within the six-month
period following the date of its grant.
The provisions of Paragraph 8 regarding vesting and the period of
exercisability of Options are incorporated by reference herein, and shall
determine the vesting and the period of exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under the terms of
the Plan and of the Agreement granted to a Participant, provided that an SAR may
not be exercised for a fractional Share. Upon exercise of an SAR, the
Participant shall be entitled to receive, without payment to the Company except
for applicable withholding taxes, an amount equal to the excess of (or, in the
discretion of the Committee if provided in the Agreement, a portion of) the then
aggregate Market Value of the number of Optioned Shares with respect to which
the Participant exercises the SAR, over the aggregate Exercise Price of such
number of Optioned Shares. This amount shall be payable by the Company, in the
discretion of the Committee, in cash or in Shares valued at the then Market
Value thereof, or any combination thereof.
(e) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for exercising
Options are incorporated by reference, and shall determine the procedure for
exercising SARs.
11. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and kind of
shares reserved for issuance under the Plan, and the number and kind of shares
subject to outstanding Awards, and the Exercise Price thereof, shall be
proportionately adjusted for any increase, decrease, change or exchange of
Shares for a different number or kind of shares or other securities of the
Company which results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares is changed
without the receipt or payment of consideration by the Company.
(b) Transactions in which the Company is Not the Surviving Entity. In the
event of (i) the liquidation or dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding
Awards, together with the Exercise Prices thereof, shall be proportionately
adjusted for any increase, decrease, change or exchange of Shares for a
different number or kind of Shares or other securities which results from a
transaction.
<PAGE>
(c) Special Rule for ISOs. Any adjustment made pursuant to
subparagraphs (a) or (b) hereof shall be made in such a manner as not to
constitute a modification, within the meaning of Section 424(h) of the Code, of
outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or Different
Shares or Securities. If, by reason of any adjustment made pursuant to this
Paragraph, a Participant becomes entitled to new, additional, or different
shares of stock or securities, such new, additional, or different shares of
stock or securities shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the Award before
the adjustment was made.
(e) Other Issuances. Except as expressly provided in this Paragraph,
the issuance by the Company or an Affiliate of shares of stock of any class, or
of securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Awards or reserved for issuance under the Plan.
(f) Certain Special Dividends. The Exercise Price of shares subject
to outstanding Awards shall be proportionately adjusted upon the payment of a
special large and nonrecurring dividend that has the effect of a return to
capital to the stockholders, except that this subparagraph (f) shall not apply
to any dividend which is paid to the Participant pursuant to Paragraph 8(b) or
9(b) hereof.
12. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding any other provision of this Plan to the contrary,
to the extent permissible under Rule 16b-3, a Participant who is granted Non-
ISOs pursuant to this Plan may transfer such Non-ISOs to his or her spouse,
lineal ascendants, lineal descendants, or to a duly established trust, provided
that Non-ISOs so transferred may not again be transferred other than to the
Participant originally receiving the grant of Non-ISOs or to an individual or
trust to whom such Participant could have transferred Non-ISOs pursuant to this
Paragraph 12. Non-ISOs which are transferred pursuant to this Paragraph 12 shall
be exercisable by the transferee subject to the same terms and conditions as
would have applied to such Non-ISOs in the hands of the Participant originally
receiving the grant of such Non-ISOs.
13. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Award, and
the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
date of such grant.
<PAGE>
14. EFFECTIVE DATE.
The Plan shall become effective immediately upon its approval by a
favorable vote of stockholders holding at least a majority of the votes eligible
to be cast at a duly called meeting of the Company's stockholders held in
accordance with applicable laws, provided that the Plan shall not be submitted
for such approval within the six-month period after the Company completes its
mutual-to-stock conversion. No Awards may be made prior to approval of the Plan
by the stockholders of the Company.
15. MODIFICATION OF AWARDS.
At any time, and from time to time, subject to OTS regulations, the Board
may authorize the Committee to direct execution of an instrument providing for
the modification of any outstanding Award, provided no such modification shall
confer on the holder of said Award any right or benefit which could not be
conferred on him by the grant of a new Award at such time, or impair the Award
without the consent of the holder of the Award.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or terminate
the Plan; provided that the provisions of Paragraph 9 may not be amended more
than once every six months (other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder).
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
17. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common Stock shall
not be issued with respect to any Award unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain
approval from any regulatory body or authority deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder shall
relieve the Company of any liability in respect of the non-issuance or sale of
such Shares. As a condition to the exercise of an Option or SAR, the Company may
require the person exercising the Option or SAR to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.
(c) Committee Discretion. Subject to OTS regulations, the Committee
shall have the discretionary authority to impose in Agreements such restrictions
on Shares as it may deem appropriate or desirable, including but not limited to
<PAGE>
the authority to impose a right of first refusal or to establish repurchase
rights or both of these restrictions.
18. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
19. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of Options and/or
SARs shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations. The
Committee, in its discretion, may permit the Participant to satisfy the
obligation, in whole or in part, by irrevocably electing to have the Company
withhold Shares, or to deliver to the Company Shares that he already owns,
having a value equal to the amount required to be withheld. The value of Shares
to be withheld, or delivered to the Company, shall be based on the Market Value
of the Shares on the date the amount of tax to be withheld is to be determined.
As an alternative, the Company may retain, or sell without notice, a number of
such Shares sufficient to cover the amount required to be withheld.
20. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Employee, Director, or any other party to continue service with the
Company or an Affiliate. Except to the extent provided in Paragraphs 6(b) and
9(a), no Employee or Director shall have a right to be granted an Award or,
having received an Award, the right to again be granted an Award. However, an
Employee or Director who has been granted an Award may, if otherwise eligible,
be granted an additional Award or Awards.
21. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the State of Illinois, except to the extent that federal law shall be deemed to
apply.
<PAGE>
Exhibit 99.3
<PAGE>
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of ____ shares of Common Stock, par value $0.01
per share, of Illinois Community Bancorp, Inc. (the "Company"), which Option is
intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), is hereby granted to
__________________ (the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the 1996 Stock
Option and Incentive Plan (the "Plan") which was adopted by the Company and
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The option price is $____ for each share, being
------------
100% */ of the fair market value, as determined by the Committee, of the Common
--
Stock on the date of grant of this Option.
2. Exercises of Option. This Option shall be exercisable in accordance
-------------------
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
------------------------------
<TABLE>
<CAPTION>
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
- ------------------------------- ---------------------------
<S> <C>
Upon Grant 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or More 100%
</TABLE>
(ii) Method of Exercise. This Option shall be exercisable by a written
------------------
notice by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
___________________
*/ 110% in the case of an Optionee who owns shares representing more than 10%
- -- of the outstanding common stock of the Company on the date of grant of this
Option.
<PAGE>
ISO Agreement
Page 2
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such combination of
cash and Common Stock as the Optionee elects. The certificate or certificates
for shares of Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the Option.
(iii) Restrictions on exercise. This Option may not be exercised if the
------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
-----------
Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred
-----------------------------
in any manner otherwise than by will or the laws of descent or distribution. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
<PAGE>
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable for more than
--------------
ten **/ years from the date of grant of this Option, as stated below, and may be
---
exercised during such term only in accordance with the Plan and the terms of
this Option.
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By____________________________________
______________________________
Date of Grant Attest: ________________________(Seal)
________________________
**/ Five years in the case of an Optionee who owns shares representing more
- --- than 10% of the outstanding common stock of the Company on the date of
grant of this Option.
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
__________
Date
Treasurer
Illinois Community Bancorp, Inc.
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
Re: 1996 Stock Option and Incentive Plan
------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
________ shares, par value $.01, of Common Stock of Illinois Community Bancorp,
Inc. under and pursuant to a Stock Option Agreement dated ______, 199__.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$______ of cash or check
______ ____ shares of Common Stock, valued at $____ per
share
$ Total
======
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name___________________________________________________________________________
Address________________________________________________________________________
Social Security Number_________________________________________________________
Very truly yours,
______________________________
<PAGE>
Exhibit 99.4
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of _____ shares of Common Stock, par value $0.01
per share, of Illinois Community Bancorp, Inc. (the "Company") is hereby granted
to _____________ (the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the Illinois
Community Bancorp, Inc. 1996 Stock Option and Incentive Plan (the "Plan") which
has been adopted by the Company and which is incorporated by reference herein,
receipt of which is hereby acknowledged. Such Stock Options do not comply with
---
Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
1. Option Price. The option price is $_____ for each share, being 100% of
------------
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance
------------------
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
------------------------------
<TABLE>
<CAPTION>
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
------------------------------ ---------------------------
<S> <C>
Upon Grant 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or More 100%
</TABLE>
(ii) Method of Exercise. This Option shall be exercisable by a written
------------------
notice which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be registered,
his address and Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holders'
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to counsel for the Company, of
the right of such person or persons to exercise the Option; and
<PAGE>
Non-ISO Agreement
page 53
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such combination of
cash and Common Stock as the Optionee elects. The certificate or certificates
for shares of Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the Option.
(iii) Restrictions on exercise. The Option may not be exercised if the
------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
-----------
Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or the laws of descent or distribution. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding any other terms of this
agreement, to the extent permissible under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly established trust,
provided that such transferee shall be permitted to exercise this Option subject
to the same terms and conditions applicable to the Optionee.
<PAGE>
Non-ISO Agreement
page 54
5. Term of Option. This Option may not be exercisable for more than ten
--------------
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By_________________________________________
____________________________ Attest____________________________(Seal)
Date of Grant
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
___________
Date
Treasurer
Illinois Community Bancorp, Inc.
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
Re: 1996 Stock Option and Incentive Plan
------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock Option to
purchase ____ shares, par value $.01, of Common Stock of Illinois Community
Bancorp, Inc. under and pursuant to a Stock Option Agreement dated
________________, 199__.
Delivered herewith is a certified or bank cashier's or tellers check and/or
shares of Common Stock, valued at the fair market value of the stock on the date
of exercise, as set forth below.
$________ of cash or check
________ ____ shares of Common Stock, valued at $____ per share
$ Total
========
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person is as follows:
Name____________________________________________________________________________
Address_________________________________________________________________________
Social Security Number__________________________________________________________
Very truly yours,
___________________________________
<PAGE>
Exhibit 99.5
<PAGE>
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
On the date of grant specified below, the Stock Option Committee of
Illinois Community Bancorp, Inc. (the "Company") hereby grants to
________________ (the "Optionee") a total of ___ Stock Appreciation Rights
(SARs), subject to the terms and conditions set forth in the Illinois Community
Bancorp, Inc. 1996 Stock Option and Incentive Plan (the "Plan") (a copy of which
is available to the Optionee upon request). The terms and conditions of the Plan
are incorporated herein by reference.
(a) The exercise price is $____ for each share, such price being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
(b) The SAR shall be exercisable to the extent permitted in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess of
the fair market value on the date of exercise of the Shares of Common Stock
subject to such SAR over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common Stock or in
cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance with Section 12
of the Plan.
(f) The SAR may be exercised only in accordance with Sections 8 and 10 of
the Plan, and only when there is a positive spread, i.e., when the market price
of the Common Stock subject to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict between this Agreement
and the Plan, the Plan shall be controlling and supercede any conflicting or
inconsistent provision of the Agreement.
ILLINOIS COMMUNITY BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By: ______________________________
Date of Grant: ATTEST:
__________________ ______________________________
<PAGE>
Exhibit 99.6
<PAGE>
ILLINOIS COMMUNITY BANCORP, INC.
MANAGEMENT RECOGNITION PLAN COMMITTEE
NOTICE OF AWARD
---------------
WHEREAS, the Board of Directors of Illinois Community Bancorp, Inc. (the
"Company") has previously adopted the Illinois Community Bancorp, Inc.
Management Recognition Plan (the "Plan"), and
WHEREAS, the Board of Directors of the Company has previously appointed
Directors Garbe, Sehy, and Ludwig as members of the Management Recognition Plan
Committee (the "Committee") pursuant to the terms of the Plan, and by resolution
dated _______________, 19__ the Committee made awards under the Plan.
PLEASE TAKE NOTICE, that the following individual be granted an award under
the Plan ("Plan Share Award"), effective __________________________:
Number of Shares Subject to
Recipient Plan Share Award
--------- ----------------
_____________________ _____
AND BE IT FURTHER RESOLVED, that the Plan Share Award specified herein
shall be subject to the restrictions and other provisions of Section 7.01 of the
Plan.
Date of Notice:
_____________, 199__
ILLINOIS COMMUNITY BANCORP, INC.
MANAGEMENT RECOGNITION PLAN
COMMITTEE
By: _________________________
Its Chairman
<PAGE>
Exhibit 99.7
<PAGE>
ILLINOIS COMMUNITY BANCORP, INC.
COMPENSATION-RELATED RESOLUTIONS
_______________________
Secretarial Certificate
re Board Resolutions
_______________________
I, the undersigned Secretary of Illinois Community Bancorp, Inc. (the
"Company"), Effingham, Illinois 62401-3613, do hereby certify that the following
resolutions were adopted by the affirmative vote of the Company's Board of
Directors (the "Board") at a meeting held on the ___th day of ____________,
1996, a quorum being present and that such resolutions remain in full force and
effect as of the date indicated in the final paragraph hereof.
WHEREAS, in connection with the reorganization of Illinois Guarantee
Savings Bank, FSB (the "Bank") into a holding company form of ownership, the
board of directors of the Bank has rescinded the management recognition plan and
the stock option plan maintained by the Bank;
I. 1996 STOCK OPTION AND INCENTIVE PLAN
WHEREAS, it is deemed to be in the best interests of Illinois Community
Bancorp, Inc. (the "Company") and its stockholders that the Company (i)
recognize the contributions of the Bank's and the Company's management, Board of
Directors, and staff to the growth, success, and profitability of the Bank and
the Company, and (ii) encourage the continued contributions of such related
persons through the adoption and implementation of the stock option plan that
has been submitted and considered at this meeting;
NOW, THEREFORE, BE IT RESOLVED, that the Illinois Community Bancorp, Inc.
1996 Stock Option and Incentive Plan (the "Option Plan") be adopted and approved
substantially in the form attached hereto as Exhibit "A" and as fully considered
by the Board, subject to such final adjustments of an immaterial nature as the
Company's Chairman or President may deem to be necessary or proper to effect the
purpose of the Option Plan and of these resolutions; and
RESOLVED FURTHER, that directors Garbe, Ludwig, and Sehy be and are hereby
appointed to constitute the Stock Option Committee pursuant to the terms of the
Option Plan; and
RESOLVED FURTHER, that the Company shall reserve for issuance under the
Option Plan, and is hereby authorized to issue upon receipt of proper
consideration in accordance with the terms of the Option Plan, up to 50,255
shares of the Company's common stock ("Common Stock"), as such number of shares
may be adjusted in accordance with the Option Plan, upon the exercise of stock
options or other awards granted thereunder; and
RESOLVED FURTHER, that upon the issuance of the foregoing shares of Common
Stock, an amount equal to the aggregate par value thereof shall be transferred
to the Company's capital account, and such shares shall be fully paid and non-
assessable.
<PAGE>
Illinois Community Bancorp, Inc.
Compensation-Related Resolutions
Page 2
RESOLVED FURTHER, that the Company's President be and hereby is authorized
to take or to direct the taking of any actions that he may deem necessary or
proper in connection with the adoption of the Option Plan.
II. MANAGEMENT RECOGNITION PLAN
WHEREAS, it is deemed to be in the best interests of the Company and its
stockholders that the Company (i) recognize the contributions of the Bank's and
the Company's management, Board of Directors, and staff to the growth, success,
and profitability of the Bank and the Company, and (ii) encourage the continued
contributions of such related persons through the adoption and implementation of
the management recognition plan and associated trust that have been submitted
and considered at this meeting.
NOW, THEREFORE, BE IT RESOLVED, that the Illinois Community Bancorp, Inc.
Management Recognition Plan (the "MRP") and associated MRP Trust Agreement be
adopted and approved substantially in the form attached hereto as Exhibits "B"
and "C", respectively, and as fully considered by the Board, subject to such
final adjustments of an immaterial nature as the Company's President may deem to
be necessary or proper to effect the purpose of the MRP and of these
resolutions; and
RESOLVED FURTHER, that directors Garbe, Ludwig, and Sehy be and are hereby
appointed both to constitute the MRP Committee and to act as trustees of the MRP
trust pursuant to the terms of the MRP; and
RESOLVED FURTHER, that the Secretary of the Company shall contribute to the
trust associated with the MRP amounts sufficient to enable the trust to
purchase, at any time and as requested by the MRP trustees from time to time, a
number of shares of Common Stock equal to the maximum number of shares with
respect to which awards may be made under the MRP; and
RESOLVED FURTHER, that a number of authorized but unissued or treasury
shares of Common Stock equal to the maximum number reserved for awards under the
MRP shall be reserved for sale by the Company directly to the trust associated
with the MRP, at a price per share equal, on the date of such sale or sales, to
its fair market value as determined by the Company's President in his discretion
(which price shall be presumed to be acceptable by the Company if it is
determined pursuant to Paragraph 7(a) of the Option Plan); and
RESOLVED FURTHER, that the Company's President be and hereby is authorized
to take or to direct the taking of any actions that he may deem necessary or
proper in connection with the adoption of the MRP including the execution of
such documents, approvals, consents, applications, or other materials as he
deems necessary or appropriate to effect the purposes and the intent of the
foregoing resolutions and the transactions contemplated therein.
<PAGE>
Illinois Community Bancorp, Inc.
Compensation-Related Resolutions
Page 3
IN WITNESS WHEREOF, the undersigned has set her hand and the seal of the
Bank this _______ day of May, 1996.
________________________________
Secretary
(SEAL)
<PAGE>
Exhibit 99.8
<PAGE>
M E M O R A N D U M
TO: Douglas A. Pike, President
Illinois Community Bancorp, Inc. (the "Company")
DATE: July 24, 1996
FROM: J. Mark Poerio, Esq.
RE: Taxation of MRP Awards
________________________________________________________________________________
This memorandum concerns the taxation of the awards that will automatically
occur under the Bank's Management Recognition Plan (the "MRP") upon its receipt
of stockholder approval. To facilitate your review, the discussion below is
divided as follows:
Part I: General Tax Principles and Application to the MRP
Part II: Accelerated Taxation under Section 83(b)
* * * * * * * * * * * * * * * * *
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
* * * * * * * * * * * * * * * * *
<PAGE>
Taxation of MRP Awards Memorandum
Page 2
Please understand that although this memorandum summarizes the tax rules
generally applicable to MRP awards, we are not in a position to provide
individual tax advice to the recipients of MRP awards ("Participants"). We
strongly recommend that each Participant consult his or her personal tax advisor
about the possibility of accelerating taxation pursuant to a Section 83(b)
election.
The deadline for making a Section 83(b) election is 30 days after the award
date -- or August 22, 1996 with respect to awards occurring on the MRP's receipt
of stockholder approval.
PART I:
GENERAL TAX PRINCIPLES
Section 83 -- Generally. Section 83 of the Internal Revenue Code (the
-----------------------
"Code") controls the federal income taxation of property that is transferred in
connection with the performance of services. In the absence of the Section 83(b)
election described in Part II, the recipient of restricted property (such as an
MRP award) recognizes income not on the date of the award but on the date that
--- ---
his or her interest vests. The amount of the recipient's taxable income will
equal the fair market value of the restricted property when vesting occurs. ***/
----
Subsequent gain or loss is treated as capital gain, with the amount that is
included in the recipient's ordinary income determining his or her basis in the
property.
Operation of the MRP. The Company's MRP will generally work as follows for
--------------------
Participants who do not make Section 83(b) elections:
---
Date Event
---- -----
Stockholder Approval of the MRP The MRP should provide a "Notice of Award"
to Participant. The notice will specify the
number of shares subject to the award.
Participants will not receive shares of the
Company's common stock, or be subject to
--
federal income taxation as the result of
receiving an award.
__________________
***/ This contrasts with the financial accounting treatment for MRP awards
- ---
(i.e., expense recognition is determined by the fair market on the date of the
award).
<PAGE>
Taxation of MRP Awards Memorandum
Page 3
The First Five Anniversary Dates The MRP trust will transfer to each
of the MRP Award Participant a number of unrestricted shares
equal to one-fifth of the number of shares
subject to the award, plus any dividends
----
attributable to those shares (provided that
the Participant has not previously terminated
service).
As you may recall, vesting will accelerate to 100% upon a Participant's
termination of service due to death or disability, and that special rules apply
if a transfer of Common Stock would cause the Participant to own in excess of
10% of the Common Stock.
Tax Withholding. In the case of Participants who are non-employee
---------------
directors, federal income tax withholding is not required when their MRP awards
give rise to taxable income. On the other hand, Participants who are employees
must satisfy federal income tax withholding not only at the time their MRP
awards generate taxable income, but also before they may receive shares of
Common Stock from the MRP trust.
IRS Reporting. We understand that in the case of an employee, the
-------------
ordinary income arising from the vesting of MRP awards and from the payment of
tax bonuses is reportable on Form W-2, in Box 11, and that in the case of a
non-employee director, such income is reportable on Form 1099-MISC, in Box 7.
PART II:
ACCELERATED TAXATION UNDER SECTION 83(B)
Section 83(b) Generally. Within 30 days after receiving an MRP Award, a
-----------------------
Participant may make a special, irrevocable election under Code Section 83(b),
and thereby accelerate ordinary income taxation to the date that the property
transfer occurred. The amount of the Participant's ordinary income would equal
the fair market value of the Common Stock subject to the MRP award as of the
date on which the award occurred. Subsequent gain (or loss, if the award is
forfeited or depreciates) would be long or short term capital gain, not ordinary
income.
Procedural Requirements. Section 83(b) elections must include the
-----------------------
information set forth in the form of Section 83(b) election that we have
attached hereto. Further, Section 83(b) elections must be filed with the IRS
Service Center where the Participant files his or her return (both within 30
----
days after the transfer occurs, and as an attachment to his or her tax return
---
for the year to which the Section 83(b) election relates). A copy of the Section
83(b) election must also be filed with the Company.
Tax Caveat. In several recent private letter rulings (which, while not
----------
binding precedent, are indicative of current IRS policy), the Internal Revenue
Service has taken the position that, for purposes of Section 83 of the Code, no
"transfer" of property occurs when an individual receives an interest in an
<PAGE>
Taxation of MRP Awards Memorandum
Page 4
employer's grantor trust. Because the trust associated with the MRP is a grantor
trust (by design, in order to secure deferred taxation of awards), these rulings
suggest that the IRS could question whether Section 83(b) elections may be made
with respect to MRP awards. While we do not believe that this theoretical
possibility involves a substantial tax risk for Participants, each Participant
should contact his or her personal tax counsel for independent advice about this
issue.
Tax Reporting and Withholding. The rules described in Part I would apply,
-----------------------------
as though vesting occurred on the date of the Participant's Section 83(b)
election.
CONCLUSION
Whether or not a Participant should make a Section 83(b) election depends
on a variety of factors, including the Participant's expectations as to (i) the
short-term and long-term future value of the Common Stock, (ii) the length of
time the Participant is likely to hold the Common Stock, (iii) future tax
rates --as to both income and capital gain, (iv) the risk of forfeiture, and (v)
the Participant's ability to pay the taxes associated with the MRP award.
<PAGE>
ILLINOIS COMMUNITY BANCORP, INC.
MANAGEMENT RECOGNITION PLAN
________________________________________________________________
ELECTION TO INCLUDE VALUE OF RESTRICTED STOCK IN GROSS INCOME
IN YEAR OF TRANSFER UNDER CODE SECTION 83(B)
________________________________________________________________
* * * * * * * * * * * * * * * * *
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
* * * * * * * * * * * * * * * * *
The undersigned hereby makes the election permitted under Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to the property
described below, and supplies the following information in accordance with the
regulations promulgated thereunder:
1. The name, address, and taxpayer identification or social security
number of the undersigned are:
Name: ________________________________
Address: _____________________________
_____________________________
I.D. No.: _____________________________
2. Description of the property with respect to which the election is
being made:
____________________( ) shares of common stock of Illinois
Community Bancorp, Inc. (hereinafter, the "Common Stock").
3. The date on which the Common Stock was transferred is ______________ ___,
1996. The taxable year to which this election relates is calendar year
1996.
4. The nature of the restrictions to which the Common Stock is subject is
as follows:
The Common Stock is forfeitable until it is earned in accordance with
Article VII of the Illinois Community Bancorp, Inc. Management
Recognition Plan (the "Plan"). Generally, the Common Stock becomes
earned and nonforfeitable by the undersigned at the rate of one-fifth
per year of service. For special rules
<PAGE>
regarding the vesting of the undersigned's interest in the Common
Stock, see Section 7.01 of the Plan.
The Common Stock is non-transferable until the undersigned's interest
therein becomes vested and nonforfeitable, pursuant to Section 8.03 of
the Plan.
5. Fair market value:
The fair market value at the time of transfer (determined without
regard to any restrictions other then restrictions which by their
terms will never lapse) of the stock with respect to which this
election is being made is $_____ per share.
6. Amount paid for Common Stock:
The amount paid by taxpayer for said Common Stock is $0.00 per share.
7. Furnishing statement to employer:
A copy of this statement has been furnished to Illinois Community
Bancorp, Inc.
8. Notice:
Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions or conditions of the Plan, or the award made
thereunder to the undersigned.
Dated: ____________ __, 1996.
______________________________
Taxpayer/Plan Participant
