<PAGE> 1
Registration No. 333-
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As filed with the Securities and Exchange Commission on December 17, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BAYLAKE CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1268055
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
217 North Fourth Avenue
Sturgeon Bay, Wisconsin 54235-0009
(Address of Principal Executive Offices) (Zip Code)
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BAYLAKE CORP.
STOCK PURCHASE PLAN
(Full title of the plan)
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Copy to:
THOMAS L. HERLACHE KENNETH V. HALLETT, ESQ.
Baylake Corp. Quarles & Brady LLP
217 North Fourth Avenue 411 East Wisconsin Avenue
Sturgeon Bay, Wisconsin 54235-0009 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(920) 743-5551
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock,
$5 par value 100,000 shares (1)(2) $3,000,000(1)(2) $834
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<PAGE> 2
(1) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon $30.00 per share, which is the average
of the bid and asked price of the Registrant's Common Stock, par value
$5.00 per share ("Common Stock"), on December 15, 1998, as reported in
the Milwaukee Journal Sentinel on December 16, 1998, with respect to
the shares issuable under the Plan.
(2) The actual offering price of the Common Stock will be determined in
accordance with the terms of the Plan.
================================================================================
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Baylake Corp. (the "Registrant")
(Commission File No. 0-8679) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1998, June 30, 1998 and
September 30, 1998;
(c) The Registrant's Current Report on Form 8-K reporting an event
occurring on October 1, 1998 (as amended by Amendment No. 1
thereto on Form 8-K/A filed December 14, 1998); and
(d) The Registrant's Amendment No. 1 to Form 10 General Form for
Registration of Securities Pursuant to Section 12(g) of the
Exchange Act, filed on August 31, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(d) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock registered hereunder will be
passed on for the Registrant by Quarles & Brady LLP, the Registrant's legal
counsel.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required
to indemnify a director or officer, to the extent such person is successful on
the merits or otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if such person was a party because he or she
was a director or officer of the Registrant. In all other cases,
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<PAGE> 4
the Registrant is required by Section 180.0851(2) of the WBCL to indemnify a
director or officer against liability incurred in a proceeding to which such
person was a party because he or she was an officer or director of the
Registrant, unless it is determined that he or she breached or failed to perform
a duty owed to the Registrant and the breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the Registrant or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful; (iii) a transaction
from which the director or officer derived an improper personal profit; or (iv)
willful misconduct. Section 180.0858(1) of the WBCL provides that, subject to
certain limitations, the mandatory indemnification provisions do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under the Registrant's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper dividend
or other distribution to shareholders to which they assented are entitled to
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.
Article 10.01 of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Directors and officers of the
Registrant are also covered by directors' and officers' liability insurance
under which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of
proceedings to which they are parties by reason of being or having been
directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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<PAGE> 5
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if
the total dollar value of securities offered
would not exceed that which was registered)
and any deviation from the low or high end of
the estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective 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)(1)(i) and (a)(1)(ii) of
this section do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) 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 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.
(h) Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Sturgeon Bay, State of Wisconsin, on December 16,
1998.
BAYLAKE CORP.
(Registrant)
By: /s/ THOMAS L. HERLACHE
-------------------------------
Thomas L. Herlache
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas L. Herlache and Daniel F. Maggle,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
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 date indicated.*
SIGNATURE TITLE
/s/ THOMAS L. HERLACHE President, Chief Executive Officer;
- ----------------------------------- Chairman of the Board and Director
Thomas L. Herlache (Principal Executive Officer)
/s/ STEVEN D. JENNERJOHN Treasurer
- ----------------------------------- (Principal Financial Officer and
Steven D. Jennerjohn Controller)
/s/ RONALD D. BERG Director
- -----------------------------------
Ronald D. Berg
/s/ MARIE BERTSCHINGER Director
- -----------------------------------
Marie Bertschinger
/s/ RICHARD A. BRAUN Director
- -----------------------------------
Richard A. Braun
Director
- -----------------------------------
John W. Bunda
S-1
<PAGE> 7
/s/ JOHN D. COLLINS Director
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John D. Collins
/s/ GEORGE DELVEAUX, JR. Director
- -----------------------------------
George Delveaux, Jr.
/s/ L. GEORGE EVENSON Director
- -----------------------------------
L. George Evenson
/s/ GLENN MILLER Director
- -----------------------------------
Glenn Miller
Director
- -----------------------------------
Joseph Morgan
Director
- -----------------------------------
Ruth Nelson
/s/ WILLIAM C. PARSONS Director
- -----------------------------------
William C. Parsons
Director
- -----------------------------------
Paul Jay Sturm
- ---------------------
*Each of the above signatures is affixed as of December 16, 1998.
S-2
<PAGE> 8
BAYLAKE CORP.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-8679)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
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4.1 Registrant's Articles of Incorporation, as Exhibit 4.1 to the
amended Registrant's Registration
Statement on Form S-8
(File No. 333-63913)
4.2 Registrant's Bylaws, as amended Exhibit 3.2 to the
Registrant's Form 10-K
for the year ended
December 31, 1993
5 Opinion of Quarles & Brady LLP X
23.1 Consent of Independent Auditors X
23.2 Consent of Quarles & Brady LLP Contained in Exhibit 5
24 Power of Attorney Contained in
Signatures page to this
Registration Statement
99.1 Stock Purchase Plan X
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EI-1
<PAGE> 1
Exhibit 5
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
December 17, 1998
Baylake Corp.
217 North Fourth Avenue
Sturgeon Bay, Wisconsin 54285-0009
Re: Baylake Corp. Stock Purchase Plan
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Baylake Corp. (the "Company") on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, as amended (the
"Act"), with respect to the proposed sale by the Company of up to 100,000
additional shares of Common Stock, $5 par value ("Shares"), of the Company
pursuant to the Baylake Corp. Stock Purchase Plan (the "Plan").
We have examined: (i) the Registration Statement; (ii) the Company's
Articles of Incorporation and Bylaws, each as amended to date; (iii) the Plan;
(iv) the corporate proceedings relating to the authorization for the sale of the
Shares pursuant to the Plan; and (v) such other documents and records and such
matters of law as we have deemed necessary in order to render this opinion.
On the basis of the foregoing, we advise you that, in our opinion:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. The Shares to be sold from time to time pursuant to the Plan
which are original issuance shares, when issued and paid for
as contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid and nonassessable by the
Company, subject to the personal liability which may be
imposed on shareholders by Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law, as judicially interpreted,
for debts owing to employees for services performed, but not
exceeding six months service in any one case. Although Section
180.0622(2)(b) provides that such personal liability of
shareholders shall be "to an amount equal to the par value of
shares owned by them respectively, and to the consideration
for which their shares without par value was issued," the
Wisconsin Supreme Court, by a split decision without a written
opinion, has affirmed a judgment holding shareholders of a
corporation liable under the substantially identical
predecessor statute in effect prior to January 1, 1991
(Section 180.40(6)) for unpaid employee wages to an amount
equal to the consideration for which their par value shares
were issued rather than the shares' lower stated par value.
Local 257 of Hotel and Restaurant Employees and Bartenders
International Union v. Wilson Street East Dinner Playhouse,
Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the
1983 decision of the Circuit Court for Dane County, Wisconsin,
in Case No. 82-CV-0023).
<PAGE> 2
Baylake Corp.
December 17, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Act, or that we come within the category
of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ QUARLES & BRADY LLP
QUARLES & BRADY LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Baylake Corp. Stock Purchase Plan of our report dated
January 22, 1998 with respect to the consolidated financial statements of
Baylake Corp. contained in its Annual Report on Form 10-K for the year ended
December 31, 1997, and the related notes thereto, and our report dated November
12, 1998 relating to the consolidated balance sheet of Evergreen Bank (k/n/a
Baylake Bank NA) and its subsidiaries as of October 1, 1998, and the related
consolidated statements of operations, changes in stockholder equity and cash
flows for the nine month period then ended, which report appears in Baylake's
amended Periodic Report on Form 8-K dated October 1, 1998 filed with the
Securities and Exchange Commission.
/s/ Smith & Gesteland, LLP
Madison, Wisconsin SMITH & GESTELAND, LLP
December 16, 1998
<PAGE> 1
Exhibit 99.1
BAYLAKE CORP.
STOCK PURCHASE PLAN
EFFECTIVE FEBRUARY 1, 1999
ARTICLE I
Purpose
The purpose of this Stock Purchase Plan is to provide employees of Baylake Corp.
and its affiliates and the directors of Baylake Corp. with an opportunity to
share in the growth of Baylake Corp. through a convenient, affordable and
systematic method of investment in the voting common stock of Baylake Corp. It
is believed the Plan will advance the participants' realization that their
longer-range economic rewards are in some measure directly tied to their
individual performance and that it will provide a greater community of interest
between the Plan participants and the shareholders of Baylake Corp. This Plan
becomes effective on February 1, 1999.
ARTICLE II
Definitions
2.1 "Affiliate" means any corporation, partnership, joint venture or other
entity, domestic or foreign, in which Baylake Corp., either directly or
through another affiliate or affiliates, has a 80% or more ownership
interest.
2.2 "Company" means Baylake Corp. and any of its Affiliates which are
authorized by Baylake Corp. to participate in this Plan.
2.3 "Director" means any non-employee director of Baylake Corp. and any
non-employee regional board member.
2.4 "Dividend Reinvestment Plan" shall mean the Baylake Corp. Automatic
Dividend Reinvestment Plan.
2.5 "Eligible Director" means a Director satisfying the conditions in
Section 3.1.
2.6 "Eligible Employee" means an Employee satisfying the conditions in
Section 3.1.
2.7 "Employee" means any person who is employed by the Company.
2.8 "Enrollment Date" means the Plan's effective date (February 1, 1999)
and each subsequent January 1).
2.9 "Management Team" means the persons designated by the Company as part
of the Management Team and who are therefore not eligible to
participate in the Plan.
2.10 "Participant" means an Eligible Employee or an Eligible Director who
has elected to participate in the Plan in accordance with Article III.
An individual electing to participate in the Plan shall continue to be
a Participant until his or her Account has been distributed or
transferred to the Dividend Reinvestment Plan.
2.11 "Plan" means the Baylake Corp. Stock Purchase Plan.
2.12 "Plan Administrator" shall mean the Baylake Bank Trust Department, or
the party or entity appointed by the Company to administer this Plan.
2.13 "Purchase Price" means the average of the following for the applicable
Quarterly Investment Period (i) for Shares issued by Baylake Corp., the
lower of the last closing price as reported on the OTC Bulletin Board
(Trading Symbol:
<PAGE> 2
BYLK) on the date of issuance or the average closing price of the
Shares for the five trading days immediately preceding the date of
issuance; and (ii) for Shares purchased in negotiated trades, the price
actually paid for the Shares.
2.14 "Quarterly Investment Period" means the period beginning on each
calendar quarter over which Participants may elect to purchase Shares;
provided, however, that the initial Quarterly Investment Period shall
run from February 1, 1999 to March 31, 1999.
2.15 "Shares" shall mean voting common stock, $5.00 par value, of Baylake
Corp.
ARTICLE III
Eligibility and Participation
3.1 Any Employee (with the exception of the Management Team) who is at
least 20 1/2 years of age and who has completed six months of
continuous service shall be eligible to participate in the Plan as an
Eligible Employee. Any Director shall be eligible to participate in the
Plan immediately as an Eligible Director.
3.2 An Eligible Employee may elect to enroll in the Plan as of any
Enrollment Date by completing a payroll deduction authorization on the
form provided by the Company ("Payroll Deduction Authorization") and
filing it with the Payroll Department of his/her employer in accordance
with rules established by Baylake Corp. An Eligible Director may elect
to enroll in the Plan as of any Enrollment Date by completing a form
provided by the Company and providing it to the President of Baylake
Corp. in accordance with rules established by Baylake Corp.
3.3 The compensation deduction form completed by the Participant shall
state the amount which the Participant authorizes the Company to
withhold from the Participant's compensation over the Quarterly
Investment Period and to be applied to the purchase of Shares. Unless
otherwise determined by the Plan Administrator, the minimum
compensation deduction shall be $10 per pay period and the maximum
deduction shall be 10% of the Participant's compensation (which
includes regular salary, hourly wages, overtime pay, commission income,
and board and committee fees).
3.4 A Participant's compensation deduction authorization shall remain in
effect for successive Quarterly Investment Periods unless modified by
the Participant. A Participant may modify a compensation deduction
authorization by completing an amended form and filing it with the
Payroll Department of his/her employer in accordance with rules
established by the Company. The revised authorization shall be
effective as of the first day of the first month following its receipt.
A Participant terminating a compensation deduction authorization shall
have the payroll deductions then held for the Participant's benefit
applied to purchase Shares, but payroll deductions for the remainder of
the Quarterly Investment Period shall cease and the Participant shall
be ineligible to participate in the Plan until the next Enrollment
Date.
3.5 In the event a Participant terminates employment prior to the end of
the Quarterly Investment Period, no additional Shares shall be
purchased on behalf of the Participant and any payroll deductions held
for the Participant's benefit, and not yet applied to the purchase of
Shares, shall be appropriately distributed.
ARTICLE IV
Plan Operation
4.1 For each Quarterly Investment Period, the Company shall make a cash
contribution to the Plan on behalf of each Participant. The amount of
such Company contribution will be 10% of the amount of each
Participant's compensation deduction that will be applied to purchase
Shares (i.e., Participants terminating employment during a Quarterly
Investment Period will not receive any Company Contribution).
4.2 All compensation deductions made for Participants shall be recorded by
the Company through the final pay period of the quarter, after which
time the Company shall transfer all Participants' deductions and the
Company's contribution to the Plan Administrator for the sole purpose
of making the Share investments provided hereunder. Following the
investment, Shares shall be allocated to each Participant's account in
full Shares and fractional Shares to four decimal places.
<PAGE> 3
ARTICLE V
Treatment of Dividends
5.1 Any quarterly cash dividends declared by the Company will be calculated
on both full and fractional Shares to four decimal places in the
Participant's account as of the dividend record date.
5.2 All quarterly dividends on Shares purchased under and held in the Plan
will be automatically reinvested in Shares. No special cash dividends
paid by Baylake Corp. shall be reinvested in Shares.
5.3 The purchase price for Shares acquired by reinvested dividends shall be
determined by the same methods as are established herein, but without
any Company contribution.
ARTICLE VI
Treatment of Plan Expenses
6.1 The Company shall assume the cost of all brokerage commissions or
service charges for purchases of Shares under the Plan. In addition,
the Company shall pay all costs incurred in the establishment and
administration of the Plan.
6.2 Costs incurred by the Company or the Plan Administrator at the request
of a Participant or in compliance with any other provisions established
herein, will be charged against the account of the Participant.
ARTICLE VII
Death, Withdrawal or Termination
7.1 Upon termination of the Participant's employment or tenure as a
director for any reason other than the death of the Participant, all of
the whole Shares and fractional Shares in the Participant's account
will be transferred to an account of the Participant designated in the
Dividend Reinvestment Plan.
7.2 A Participant may withdraw Shares, in 100 Share blocks, from his or
her account at any time by filing a written request for a certificate
with the Company. The Plan shall not provide for automatic reinvestment
of future dividends on any Shares withdrawn from the Plan. Certificates
for whole Shares which are withdrawn will be registered in the name of
and issued to the Participant at no charge to the Participant. In no
case will certificates representing fractional Shares be issued.
7.3 In the event of a Participant's death, all of the whole Shares and
fractional Shares in the Participant's account will be transferred to
the Dividend Reinvestment Plan for the benefit of the person or persons
specified as the Participant's beneficiary.
7.4 A Participant who continues in employment but who is not enrolled in
the Plan for more than one year shall have all of the whole Shares and
fractional Shares in the Participant's account transferred to an
account of the Participant designated in the Dividend Reinvestment
Plan.
ARTICLE VIII
Amendment of the Plan
8.1 The Board of Directors of Baylake Corp. may at any time modify, amend,
suspend or terminate the Plan without shareholder approval subject only
to applicable laws, regulations and exchange requirements. Upon
termination, certificates for whole Shares held in the Participant's
account under the Plan will be issued, a cash payment will be made for
any fraction of a Share and the account will be closed.
<PAGE> 4
ARTICLE IX
Nontransferability
9.1 Neither compensation deductions effected by the Company pending the
purchase of Shares nor the Shares held in a Participant's Plan account
may be transferred, assigned, or pledged by the Participant while those
assets are held in or appropriated for the Plan account.
9.2 If a Participant wishes to transfer or pledge Shares held in a Plan
account, the Participant must first request that a certificate be
issued for the number of Plan account Shares which the Participant
wishes to transfer or pledge. Upon receipt of such certificate, a
transfer or pledge of the Shares represented by the certificate may be
made by the Participant in the usual manner of transfer.
ARTICLE X
Use of Funds
All compensation deductions received and/or temporarily held by the
Company pending the purchase of Shares under this Plan will be maintained in a
segregated, non-interest bearing account.
ARTICLE XI
Beneficiary Designation
A Participant may file a written designation of beneficiary (in form prescribed
by the Plan Administrator). In the event of the Participant's death, the
designated beneficiary shall receive payment of any accumulated compensation
deductions and all of the whole Shares and fractional Shares in the
Participant's account will be transferred to the Dividend Reinvestment Plan for
the benefit of the designated beneficiary. Such designation of beneficiary may
be changed by the Participant at any time by written notice delivered to the
Plan Administrator in form prescribed by the Plan Administrator. If upon the
death of a Participant there is no surviving beneficiary duly designated as
provided, the Company shall deliver accumulated compensation deductions, if any,
and the Plan Administrator shall deliver a certificate for whole Shares and a
cash payment for any fractional Shares, to the executor or administrator of the
estate of the Participant.
ARTICLE XII
Registration of Shares
The offering of the Shares hereunder may be subject to the effecting by Baylake
Corp. of registration or qualification of the Shares under any federal or state
law or the obtaining of the consent or approval of any governmental regulatory
body which Baylake Corp. shall determine, in its sole discretion, is necessary
or desirable as a condition to, or in connection with, the offering or the issue
or purchase of the Shares covered thereby. Baylake Corp. shall make every
reasonable effort to effect such registration or qualification or to obtain such
consent or approval.
ARTICLE XIII
Voting of Shares
A proxy card will be forwarded to each Participant prior to any Shareholders'
Meeting representing both the number of Shares registered in the Participant's
name and the number of full Shares credited to the Participant's Plan account.
All such Shares will be voted in accordance with the Participant's instructions
on the proxy cards.
<PAGE> 5
ARTICLE XIV
Administration
14.1 The Plan shall be administered by the Plan Administrator. Baylake Corp.
may remove the Plan Administrator upon not less than ten days notice.
14.2 The Plan Administrator shall maintain Plan records and annually provide
statements of account to the Participants, individually, and to the
Company in the aggregate.
14.3 The Plan shall be interpreted and construed by Baylake Corp. in its
sole discretion. Baylake Corp. shall have the authority to issue,
amend, and revoke rules and regulations under the Plan, to prescribe
forms, and to establish reasonable notice periods, including the
revisions of any such periods described in the Plan, and to take any
other action necessary or desirable to administer the Plan to
accomplish its purposes.
ARTICLE XV
Miscellaneous
15.1 Participation in the Plan does not constitute a guaranty or contract of
employment with the Company and shall, in no way, interfere with any
rights of the Company to determine the Employee's employment with the
Company.
15.2 The Company shall indemnify and hold harmless the Plan Administrator
against all liabilities, losses, costs, and expenses, incurred or
suffered by the Plan Administrator in connection with its management or
administration of the Plan; provided, however, that such indemnity
shall not extend to the willful misconduct or gross negligence of the
Plan Administrator.
