As filed with the Securities and Exchange Commission on May 21, 1996
Registration No. 33-63609-01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
Mercantile Bancorporation Inc.
(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-0951744
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
P.O. Box 524, St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices) (Zip Code)
Hawkeye Bancorporation 1995 Senior Management Compensatory
Stock Option and Stock Appreciation Rights Plan
Hawkeye Bancorporation 1994 Senior Management Compensatory
Stock Option and Stock Appreciation Rights Plan
Hawkeye Bancorporation 1993 Senior Management Compensatory
Stock Option and Stock Appreciation Rights Plan
Hawkeye Bancorporation 1992 Senior Management
Compensatory Stock Option Plan
Hawkeye Bancorporation Senior Management
Compensatory Stock Option Plan
(Full Title of the Plan)
Jon W. Bilstrom, Esq.
General Counsel and Secretary
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
(Name and Address of Agent For Service)
(314) 425-2525
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration Fee
be Registered Registered(2) Price Per Share(2) Offering Price
<CAPTION>
<S> <C> <C> <C> <C>
Common Stock, 102,447 (3) (3) (3)
$5.00 par value (1)
</TABLE>
(1) Includes one attached Preferred Share Purchase Right per share.
(2) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plans.
(3) Not applicable. All filing fees payable in connection with the
registration of the issuance of these securities were paid in
connection with the filing of the Registrant's Form S-4 Registration
Statement (33-63609) on October 23, 1995.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II
under "Introductory Statement."<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
Mercantile Bancorporation Inc. (the "Company" or the
"Registrant") hereby amends its Registration Statement on Form
S-4 (Registration No. 33-63609) (the "Form S-4") by filing this
Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1")
with respect to up to 102,447 shares of the Registrant's Common
Stock, par value $5.00 per share ("Company Common Stock"),
issuable in connection with the following plans of Hawkeye
Bancorporation ("Hawkeye"):
(a) Hawkeye Bancorporation 1995 Senior Management
Compensatory Stock Option and Stock Appreciation
Rights Plan;
(b) Hawkeye Bancorporation 1994 Senior Management
Compensatory Stock Option and Stock Appreciation
Rights Plan;
(c) Hawkeye Bancorporation 1993 Senior Management
Compensatory Stock Option and Stock Appreciation
Rights Plan;
(d) Hawkeye Bancorporation 1992 Senior Management
Compensatory Stock Option Plan; and
(e) Hawkeye Bancorporation Senior Management Compensatory
Stock Option Plan (collectively, the "Plans").
All such shares of Company Common Stock were previously
included in the Form S-4.
On January 2, 1996, Hawkeye, an Iowa corporation, was
merged (the "Merger") with and into Mercantile Bancorporation
Inc. of Iowa, an Iowa corporation ("Subcorp") and a wholly
owned subsidiary of the Registrant, pursuant to an Agreement
and Plan of Reorganization, dated August 4, 1995, by and
between the Registrant and Hawkeye (the "Merger Agreement").
As a result of the Merger, each outstanding share of Hawkeye
Common Stock, without par value ("Hawkeye Common Stock"), with
certain specified exceptions, was converted into shares of
Company Common Stock pursuant to the exchange ratio (the
"Exchange Ratio") set forth in the Merger Agreement. Also as a
result of the Merger, shares of Hawkeye Common Stock are no
longer issuable upon the exercise of options to purchase
Hawkeye Common Stock ("Hawkeye Options") pursuant to the Plans.<PAGE>
Instead, participants in the Plans will receive in lieu of
Hawkeye Common Stock that number of shares of Company Common
Stock equal to the number of shares of Hawkeye Common Stock
issuable immediately prior to the effective time of the Merger
upon exercise of a Hawkeye Option multiplied by the Exchange
Ratio, with an exercise price for such option equal to the
exercise price which existed under the corresponding Hawkeye
Option divided by the Exchange Ratio and rounded down to the
nearest cent.
The designation of Amendment No. 1 as Registration
No. 33-63609-01 denotes that Amendment No. 1 relates only to
the shares of Company Common Stock issuable pursuant to the
Plans and that this is the first Post-Effective Amendment to
the Form S-4 filed with respect to such shares.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (e) below are
incorporated by reference in the registration statement. All
documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of the
filing of this registration statement and prior to the filing
of a post-effective amendment that indicates that all
securities registered hereunder have been sold, or that de-
registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement
and to be a part hereof from the date of the filing of such
documents.
(a) The Company's Annual Report on Form 10-K
(Commission File No. 1-11792) for the year ended December 31,
1995;
(b) The Company's Quarterly Report on Form 10-Q
(Commission File No. 1-11792) for the quarter ended March 31,
1996;
(c) The Company's Current Reports on Form 8-K
(Commission File No. 1-11792), dated January 16 and March 11,
1996;
(d) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A
(Commission File No. 1-11792), dated March 5, 1993, and any
amendment or report filed for the purpose of updating such
description; and
-2-<PAGE>
(e) The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration
Statement on Form 8-A (Commission File No. 1-11792), dated
March 5, 1993, and any amendment or report filed for the
purpose of updating such description.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Company Common Stock
offered hereby has been passed upon for the Company by Jon W.
Bilstrom, General Counsel and Secretary of the Company, who, as
of May 20, 1996, beneficially owned 28,015 shares of Company
Common Stock and held options to acquire 51,749 additional
shares of Company Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 351.355(1) and (2) of The General and Busi-
ness Corporation Law of the State of Missouri provide that a
corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the cor-
poration, or is or was serving at the request of the corpora-
tion as a director, officer, employee or agent of another cor-
poration, partnership, joint venture, trust or other enter-
prise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except that, in the case of an action or
suit by or in the right of the corporation, the corporation may
not indemnify such persons against judgments and fines and no
person shall be indemnified as to any claim, issue or matter as
to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation, unless and only to the extent that the court in
which the action or suit was brought determines upon
application that such person is fairly and reasonably entitled
to indemnity for proper expenses. Section 331.355(3) provides
that, to the extent that a director, officer, employee or agent
of the corporation has been successful in the defense of any
such action, suit or proceeding or any claim, issue or matter
therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably, incurred in
connection with such action, suit or proceeding. Section
351.355(7) provides that a corporation may provide additional
-3-<PAGE>
indemnification to any person indemnifiable under subsection
(1) or (2), provided such additional indemnification is
authorized by the corporation's articles of incorporation or an
amendment thereto or by a shareholder-approved bylaw or
agreement, and provided further that no person shall thereby be
indemnified against conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful
misconduct or, as provided in Article 12 of the Restated
Articles of Incorporation of the Registrant, which involved an
accounting for profits pursuant to Section 16(b) of the
Exchange Act.
Article 12 of the Restated Articles of Incorporation
of the Registrant provides that the Registrant shall extend to
its directors and executive officers the indemnification speci-
fied in subsections (1) and (2) and may also extend the
additional indemnification authorized in subsection (7) and
that it may extend to other officers, employees and agents such
indemnification and additional indemnification.
Pursuant to directors' and officers' lability in-
surance policies, with total annual limits of $30,000,000, the
Registrant's directors and officers are insured, subject to the
limits, retention, exceptions and other terms and conditions of
such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect
or breach of duty by the directors or officers of the Regis-
trant, individually or collectively, or any matter claimed
against them solely by reason of their being directors or of-
ficers of the Registrant.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
4.1 Registrant's Restated Articles of
Incorporation, as amended and currently in
effect, filed as Exhibit 3(i) to
Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994
(Commission File No. 1-11792), are
incorporated herein by reference.
4.2 Registrant's By-Laws, as amended and
currently in effect, filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 (Commission
File No. 1-11792), are incorporated herein
by reference.
-4-<PAGE>
4.3 Rights Agreement dated as of May 23, 1988
between Registrant and Mercantile Bank of
St. Louis National Association, as Rights
Agent (including as exhibits thereto the
form of Certificate of Designation,
Preferences and Rights of Series A Junior
Participating Preferred Stock and the form
of Right Certificate), filed on May 24, 1988
as Exhibits 1 and 2 to Registrant's
Registration Statement on Form 8-A
(Commission File No. 1-11792), is
incorporated herein by reference.
4.4 Form of Indenture Regarding Subordinated
Securities between the Registrant and The
First National Bank of Chicago, Trustee,
filed as Exhibit 4.1 to the Registrant's
Current Report on Form 8-K, dated September
24, 1992 (Commission File No. 1-11792), is
incorporated herein by reference.
5 Opinion of Jon W. Bilstrom as to legality of
the shares of Company Common Stock being
registered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consent of Jon W. Bilstrom (included in
Opinion filed as Exhibit 5 hereto).
24 Power of Attorney (included on the Signature
Page of the Company's Registration Statement
on Form S-4 (Registration No. 33-63609) and
hereby incorporated herein by reference).
99(a) Hawkeye Bancorporation 1995 Senior
Management Compensatory Stock Option and
Stock Appreciation Rights Plan.
99(b) Hawkeye Bancorporation 1994 Senior
Management Compensatory Stock Option and
Stock Appreciation Rights Plan.
99(c) Hawkeye Bancorporation 1993 Senior
Management Compensatory Stock Option and
Stock Appreciation Rights Plan.
-5-<PAGE>
99(d) Hawkeye Bancorporation 1992 Senior
Management Compensatory Stock Option Plan.
99(e) Hawkeye Bancorporation Senior Management
Compensatory Stock Option Plan.
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, as amended
(the "Securities Act"); (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(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, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
-6-<PAGE>
securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described under Item 6 above 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 Securities 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 appro-
priate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
-7-<PAGE>
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 Post-Effective Amendment No.
1 on Form S-8 to the Registrant's Registration Statement on
Form S-4 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 21st day of May, 1996.
MERCANTILE BANCORPORATION INC.
By: /s/ Thomas H. Jacobsen
Name: Thomas H. Jacobsen
Title: Chairman of the Board,
President, Chief
Executive Officer and
Director
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the fol-
lowing persons in the capacities indicated on the 21st day of
May, 1996.
Signature Title
/s/ Thomas H. Jacobsen Chairman of the Board,
Thomas H. Jacobsen President, Chief Executive
Principal Executive Officer and Director
Officer
/s/ John Q. Arnold Senior Executive
John Q. Arnold Vice President and
Principal Financial Chief Financial Officer
Officer
/s/ Michael T. Normile Senior Vice President --
Michael T. Normile Finance and Control
Principal Accounting
Officer
-8-<PAGE>
Signature Title
* Director
Harry M. Cornell, Jr.
* Director
William A. Hall
* Director
Thomas A. Hays
* Director
Frank Lyon, Jr.
Director
Edward A. Mueller
Director
Robert W. Murray
* Director
Harvey Saligman
* Director
Craig D. Schnuck
* Director
Robert L. Stark
* Director
Patrick T. Stokes
* Director
John A. Wright
*By: /s/ Thomas H. Jacobsen
Attorney-in-Fact
-9-<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Registrant's Restated Articles of
Incorporation, as amended and currently in
effect, filed as Exhibit 3(i) to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 (Commission File No.
1-11792), are incorporated herein by
reference.
4.2 Registrant's By-Laws, as amended and
currently in effect, filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 (Commission
File No. 1-11792), are incorporated herein by
reference.
4.3 Rights Agreement dated as of May 23, 1988
between Registrant and Mercantile Bank of St.
Louis National Association, as Rights Agent
(including as exhibits thereto the form of
Certificate of Designation, Preferences and
Rights of Series A Junior Participating Pre-
ferred Stock and the form of Right Certifi-
cate), filed on May 24, 1988 as Exhibits 1
and 2 to Registrant's Registration Statement
on Form 8-A (Commission File No. 1-11792), is
incorporated herein by reference.
4.4 Form of Indenture Regarding Subordinated
Securities between the Registrant and The
First National Bank of Chicago, Trustee,
filed as Exhibit 4.1 to the Registrant's
Current Report on Form 8-K, dated September
24, 1992 (Commission File No. 1-11792), is
incorporated herein by reference.
5 Opinion of Jon W. Bilstrom as to legality of
the shares of the Company Common Stock being
registered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consent of Jon W. Bilstrom (included in
Opinion filed as Exhibit 5 hereto).
<PAGE>
24 Power of Attorney (included on the Signature
Page of the Company's Registration Statement
on Form S-4 (Registration No. 33-63609) and
hereby incorporated herein by reference).
99(a) Hawkeye Bancorporation 1995 Senior Management
Compensatory Stock Option and Stock
Appreciation Rights Plan.
99(b) Hawkeye Bancorporation 1994 Senior Management
Compensatory Stock Option and Stock
Appreciation Rights Plan.
99(c) Hawkeye Bancorporation 1993 Senior Management
Compensatory Stock Option and Stock
Appreciation Rights Plan.
99(d) Hawkeye Bancorporation 1992 Senior Management
Compensatory Stock Option Plan.
99(e) Hawkeye Bancorporation Senior Management
Compensatory Stock Option Plan.
EXHIBIT 5
[LETTERHEAD OF MERCANTILE BANCORPORATION INC.]
May 20, 1996
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166
Gentlemen:
I have acted as Counsel to Mercantile Bancorporation
Inc., a Missouri corporation (the "Company"), in connection
with Post-Effective Amendment No. 1 on Form S-8 to the
Company's Registration Statement on Form S-4 (Registration
Statement No. 33-63609) (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Act"),
relating to the issuance of up to 102,447 shares of Common
Stock, par value $5.00 per share ("Common Stock"), of the
Company pursuant to the following plans (the "Plans"): (i) the
Hawkeye Bancorporation 1995 Senior Management Compensatory
Stock Option and Stock Appreciation Rights Plan; (ii) the
Hawkeye Bancorporation 1994 Senior Management Compensatory
Stock Option and Stock Appreciation Rights Plan; (iii) the
Hawkeye Bancorporation 1993 Senior Management Compensatory
Stock Option and Stock Appreciation Rights Plan; (iv) the
Hawkeye Bancorporation 1992 Senior Management Compensatory
Stock Option Plan; and (v) the Hawkeye Bancorporation Senior
Management Compensatory Stock Option Plan.
In connection with the foregoing, I have examined:
(a) the Restated Articles of Incorporation, as amended, and By-
Laws, as amended, of the Company, (b) the Plans, and (c) such
records of the corporate proceedings of the Company and such
other documents as I deemed necessary to render this opinion.
Based on such examination, I am of the opinion that
the shares of Common Stock available for issuance under the
Plans, when issued, delivered and paid for in accordance with
the terms and conditions of the Plans, will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this Opinion as
Exhibit 5 to the Registration Statement and the reference to me
in Item 5 of Part II of the Registration Statement.
Sincerely,
/s/ Jon W. Bilstrom
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement No. 33-63609
of Mercantile Bancorporation Inc. of our report dated
January 24, 1995, appearing in the Annual Report on Form 10-K
of Hawkeye Bancorporation for the year ended December 31, 1994,
by the incorporation of Form 8-K of Mercantile Bancorporation Inc.
dated January 2, 1996.
/s/ Deloitte & Touche LLP
Des Moines, Iowa
May 21, 1996
EXHIBIT 23(b)
Independent Auditors' Consent
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the use of our reports incorporated herein by
reference in post-effective amendment No. 1 on Form S-8
registration statement No. 33-63609.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 20, 1996
EXHIBIT 99(a)
HAWKEYE BANCORPORATION
1995 SENIOR MANAGEMENT COMPENSATORY
STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
1. Purposes of the Plan. The purposes of this 1995
Senior Management Compensatory Stock Option and Stock Apprecia-
tion Rights Plan are to attract and retain selected senior
executive officers with experience and ability; to reward those
key executives for their contribution to the growth and profit
of Hawkeye Bancorporation and thereby motivate them to continue
to make such contributions in the future; and to encourage and
enable those key executives, upon whose judgment, initiative
and effort Hawkeye Bancorporation and its subsidiaries are
dependent for the successful conduct of business, to acquire a
proprietary interest in Hawkeye Bancorporation by ownership of
its stock.
In no event shall options granted hereunder be con-
sidered as "incentive stock options," as defined in Section
422A of the Internal Revenue Code of 1986, as the same may be
amended.
2. Definitions. As used herein, the following
definitions shall apply:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Capital Stock" shall mean the common stock of
the Company.
(c) "Company" shall mean Hawkeye Bancorporation, an
Iowa corporation.
(d) "Committee" shall mean the Compensation Commit-
tee of the Company appointed by the Board of Directors.
(e) "Continuous Status as an Employee" shall mean
the absence of any interruption or termination of service
as an Employee. Continuous Status as an Employee shall
not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by
the Company; provided that such leave is for a period of
not more then ninety (90) days or reemployment upon the
-1-<PAGE>
expiration of such leave is guaranteed by contract or
statute.
(f) "Effective Date" shall mean January 24, 1995.
(g) "Employee" shall mean any full-time and salaried
senior executive officer of the Company or a Subsidiary,
including officers who are also directors of the Company,
but not including directors who are not also officers.
(h) "Option" shall mean a stock option granted pur-
suant to the Plan.
(i) "Optioned Stock" shall mean the Capital Stock
subject to or acquired under an Option.
(j) "Optionee" shall mean an Employee who receives
an Option.
(k) "Participant" shall mean an Employee who
receives a Right.
(l) "Plan" shall mean this Senior Management Compen-
satory Stock Option Plan.
(m) "Right" shall mean a stock appreciation right
granted pursuant to the Plan.
(n) "Share" shall mean a share of the Capital Stock,
as the same may be adjusted in accordance with Section 11
of the Plan.
(o) "Subsidiary" shall mean a "subsidiary corpora-
tion," whether now or hereafter existing, as defined in
Section 425(f) of the Internal Revenue Code of 1986, as
the same may be amended.
3. Stock Subject to the Plan. Subject to the pro-
visions of Section 11 of the Plan, the maximum aggregate number
of Shares which may be optioned and sold under the Plan is
Sixty Four Thousand Five Hundred and Two (64,502) shares of
Capital Stock. The Company shall reserve such amount of Capi-
tal Stock for Options which may be granted under the Plan (sub-
ject to adjustment as provided in Section 11) and such Shares
may be authorized, but unissued, or reacquired Capital Stock.
If an Option should expire or become unexercisable for any rea-
son without having been exercised in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under
the Plan.
-2-<PAGE>
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by
the Compensation Committee. The Committee shall consist
of three (3) or more persons, who shall be directors of
the Company, appointed by the Board of Directors and hav-
ing full authority to act in the matter, none of whom par-
ticipated in this Plan or any other stock option, stock
appreciation right or other stock plan of the Company or
any of its affiliates within the preceding year, and each
of whom is a "disinterested person" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934. For
purposes of administering this Plan, the Committee shall
hold meetings at such times and places as it determines.
For purposes of administering this Plan, a quorum of the
Committee shall consist of a majority of its members and
the Committee may act by vote of a majority of its members
at a meeting at which a quorum is present, or without a
meeting by a written consent to the action taken signed by
all members of the Committee.
(b) Powers of the Committee. Subject to the provi-
sions of the Plan, the Committee shall have the authority,
in its discretion: (i) to grant Options, in accordance
with the Internal Revenue Code of 1986, as the same may be
amended, and to grant Rights; (ii) to determine the
Employees to whom, and the time or times in which, options
or Rights shall be granted, the number of Rights to be
granted and the number of shares of Optioned Stock to be
represented by each Option; (iii) to interpret the Plan;
(iv) to prescribe, amend, and rescind rules and regula-
tions relating to the Plan; (v) to determine the terms and
provisions of each Option or Right granted (which need not
be identical) and, with the consent of the holder thereof,
modify or amend each Option or Right; (vi) to accelerate
or defer (with the consent of the Optionee or Participant)
the exercise date of any Option or Right; (vii) to autho-
rize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option
or Right previously granted by the Committee; (viii) to
alter the terms and provisions of the Plan to conform to
changes in the law if the laws relating to stock options
or stock appreciation rights are changed during the term
of the Plan unless shareholder approval of such change is
required; and (ix) to make all other rules, conditions,
and other determinations deemed necessary or advisable for
the administration of the Plan.
-3-<PAGE>
In carrying out its duties and powers hereunder, the Com-
mittee may also seek or request non-binding advice or
assistance from such other persons as is necessary for
proper administration of the Plan.
(c) Effect of Committee's Decision. All decisions,
determinations, and interpretations of the Committee shall
be final and binding on all Optionees and Participants and
any other holders of any Options or Rights granted or
Shares acquired under the Plan, and their respective legal
representatives, heirs, and permitted assigns, which
determination shall be final and conclusive.
(d) Benefits to be Paid by Company. While this Plan
will be administered by the Committee, it is expressly
understood that the Company shall have the responsibility
for tendering stock or making cash payments, as the case
may be, as required under the Plan.
5. Eligibility and Grant of Options and Rights.
Options and Rights may be granted only to an Employee who is a
senior executive officer of the Company or its Subsidiaries and
who is not a member of the Compensation Committee. An Employee
who has been granted an Option or a Right or both may, if he or
she is otherwise eligible, be granted additional Options or
Rights or both. Subject to the provisions of the Plan, the
Committee shall determine and designate from time to time those
Employees to whom Rights or Options are to be granted and the
number of Shares to be optioned under such Options. All terms
and conditions which may be attendant to such Option or Right
shall be determined by the Committee and set forth in a Stock
Option Agreement or Stock Appreciation Right Agreement, as the
case may be, to be entered into between the Optionee or Par-
ticipant and the Company. The granting of an Option or Right
in any year shall not give or entitle the Optionee or Partici-
pant to any right to similar option grants or stock apprecia-
tion right grants in future years.
6. Term of Plan. The Plan shall become effective
upon January 24, 1995. It shall continue in effect for a term
of five (5) years until the close of business on January 24,
2000, unless sooner terminated under Section 16 of the Plan or
unless all options granted under this Plan have expired, termi-
nated or been exercised in full. The Plan shall maintain its
records on the basis of the calendar year, which shall consti-
tute the Plan Year.
7. Term of Option. The term of each Option shall
be five (5) years from the date of grant or such shorter term
as may be provided in the Stock Option Agreement; provided,
-4-<PAGE>
however, an Option may terminate sooner pursuant to the provi-
sions of Section 9 of this Plan. The exercise term specified
in the Stock Option Agreement shall be strictly enforced, and
all such Options shall expire at the end of such term if not
exercised or expired by another provision herein by such date.
8. Exercise Price and Consideration.
(a) The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be Sev-
enteen Dollars and Ninety-One Cents ($17.91).
(b) The consideration to be paid for each share of
Optioned Stock, including the method of payment, shall be
determined by the Committee and may consist entirely of
cash, check, other shares of Capital Stock having a fair
market value on the date of surrender equal to the aggre-
gate exercise price of the Shares as to which said Option
shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment
for the issuance of Shares to the extent permitted under
the Iowa Business Corporation Act. In making its determi-
nation as to the type of consideration to accept, the Com-
mittee shall consider whether acceptance of such consid-
eration may be reasonably expected to benefit the Company.
(c) The proceeds of sale of Optioned Stock are to be
added to the general funds of the Company available for
its corporate purposes as determined by the Board.
9. Exercise of Option.
(a) Procedure for Exercise; Right as a Shareholder.
Any Option granted hereunder shall be exercisable only
when vested, subject to such other terms and under such,
conditions as determined by the Committee, including per-
formance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of
the Plan.
Each Option shall provide, as determined by the Committee,
the time or times, at which and the number of shares for
which it may be exercised. Unless otherwise provided in
each Option, an Option may be exercised either at one time
as to the total number of Shares covered thereby, or from
time to time as to any portion thereof. However, an
Option may not be exercised for a fraction of a Share.
-5-<PAGE>
An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the
Optioned Stock has been received by the Company. Full
payment may, as authorized by the Committee, consist of
any consideration and method of payment allowable under
Section 8(b) of the Plan. Until the issuance (as evi-
denced by the appropriate entry on the books of the Com-
pany or of a duly authorized transfer agent of the Com-
pany) of the stock certificate evidencing such Shares, no
right to vote or receive dividends or any other rights as
a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock cer-
tificate is issued, except as provided in Section 11 of
the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the
Option is exercised.
(b) Vesting. Except in the case of death or dis-
ability, each Option granted under this Plan shall become
exercisable in full on the date which is six months after
the date the Option is granted to an Employee by the Com-
mittee.
(c) Termination of Status as an Employee. In the
event of termination of the employment of an Optionee or
Participant for any reason, other than death of the
Optionee or Participant, whether by reason of resignation
or discharge or retirement, the Optionee or Participant
may, but only within thirty (30) days after the date he
ceases to be an Employee of the Company, exercise his
Option or Right to the extent that he was entitled to
exercise it at the date of such termination; provided,
however:
(i) in the event the Optionee's or Partic-
ipant's termination of employment with the Company is
attributable to the Optionee's or Participant's dis-
ability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986), such Optionee or
Participant (or his duly appointed representative)
may exercise his Option or Right at any time within
-6-<PAGE>
six (6) months from the date of his termination of
employment;
(ii) in the event an Optionee or Participant is
discharged for cause, of which the Committee shall be
the sole judge, his or her Option or Right shall
expire on the date of discharge;
(iii) the Committee in its sole discretion may
determine whether for the purpose of the Plan, an
Optionee or Participant who is on a leave of absence
will be considered as still in the employ of the Com-
pany, and the Committee in its sole discretion may
determine whether an Option or Right may be exercised
during a leave of absence; and
(iv) in the event an Optionee or Participant
should accept employment with a competitor, or enter
into a competitive business without the prior written
approval of the Board, all Options and Rights held by
such Optionee or Participant shall terminate on the
date such Optionee or Participant leaves the employ
of the Company.
To the extent that the Optionee or Participant was not
entitled to exercise the Option or Right at the date of
such termination, or if he does not exercise such Option
or Right (which he was entitled to exercise) within the
time periods specified herein, the Option or Right shall
terminate.
(d) Death of Optionee or Participant. In the event
of the death of an Optionee or Participant:
(i) during the term of the Option or Right, if
such Optionee or Participant is at the time of his
death an Employee of the Company or a Subsidiary and
has been in Continuous Status as an Employee since
the date of grant of the Option or Right, the Option
or Right may be exercised, at any time within twelve
(12) months following the date of death, by the
Optionee's or Participant's estate or by a person who
acquired the right to exercise the Option or Right by
bequest or inheritance; or
(ii) within thirty (30) days after the termina-
tion of Continuous Status as an Employee, the Option
or Right may be exercised, at any time within twelve
(12) months following the date of death, by the
Optionee's or Participant's estate or by a person who
-7-<PAGE>
acquired the right to exercise the Option or Right by
bequest or inheritance.
10. Non-Transferability of Options and Rights. An
Option or Right may not be sold, pledged, assigned, hypoth-
ecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq,
or Title I of the Employee Retirement Income Security Act, or
the rules thereunder. An Option or Right may be exercised,
during the lifetime of the Optionee or Participant, only by the
Optionee or Participant.
11. Adjustments Upon Changes in Capitalization or
Merger. Subject to any required action by the shareholders of
the Company, the number of shares of Capital Stock covered by
each outstanding Option and Right, and the number of shares of
Capital Stock which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which
have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Capital Stock
covered by each such outstanding Option or Right, shall be pro-
portionately adjusted for any increase or decrease in the num-
ber of issued shares of the Company's common stock resulting
from a stock split, reverse stock split, stock dividend, combi-
nation or reclassification of such common stock, or any other
increase or decrease in the number of issued shares of common
stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securi-
ties of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect
shall be final, binding, and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of
Capital Stock subject to an Option or Right.
In the event of the proposed dissolution or liquida-
tion of the Company, the Option or Right will terminate immedi-
ately prior to the consummation of such proposed action, unless
otherwise provided by the Committee. The Committee may, in the
exercise of its sole discretion in such instances, declare that
any Option or Right shall terminate as of a date fixed by the
Committee and give each Participant the right to exercise his
Right in full and each Optionee the right to exercise his
Option as to all or any part of the Optioned Stock, including
-8-<PAGE>
Shares as to which the Option would not otherwise be exercis-
able. In the event of a change in control of the Company, as
determined in the exercise of the Committee's sole discretion,
each Option or Right shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Commit-
tee determines, in the exercise of its sole discretion and in
lieu of such assumption or substitution, that (i) the Optionee
shall have the right to exercise the option as to all of the
Optioned Stock, including Shares as to which the Option would
not otherwise be exercisable at such time, or (ii) the Partici-
pant shall have the right to exercise the Right in full. If
the Committee makes an Option or Right fully exercisable in
lieu of assumption or substitution in the event of a merger or
sale of assets, the Committee shall notify the Optionee or Par-
ticipant that the Option or Right shall be fully exercisable
for a period of ten (10) days from the date of such notice, and
the Option or Right will terminate upon the expiration of such
period.
12. Time of Granting Options. The date of grant of
an Option shall, for all purposes, be the date on which the
Committee makes the determination granting such Option, and
nothing contained in this Plan shall otherwise be construed as
the granting of an Option. Notice of the determination shall
be given to each Employee to whom an Option is so granted
within a reasonable time after the date of such grant.
13. Conditions Upon Issuance of Shares. Shares
shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and deliv-
ery of such Shares pursuant thereto shall comply with all rel-
evant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the
Company with respect to such compliance. An Optionee shall
execute and deliver all instruments of conveyance and transfer
and take such other action as the Committee may reasonably
request as a condition to the conveyance and transfer of
Optioned Stock to an Optionee. The Company shall not be obli-
gated pursuant to this Plan to register for sale under the
Securities Act of 1933, as amended, or any state securities or
"blue sky" law any Option or Shares.
14. Tax Withholding. The Company may withhold from
any amounts payable under this Plan all federal, state, city,
or other taxes as shall be required pursuant to any law or gov-
ernmental regulation or ruling. Each Optionee and Participant
-9-<PAGE>
shall also agree as a condition to receiving an Option or a
Right hereunder, that the Company may withhold any such taxes
which may be imposed with respect to this Plan from the
Optionee's or Participant's compensation or, if the Optionee or
Participant is not then employed by the Company, the Optionee
or Participant shall pay to the Company the amount of any pay-
roll taxes or tax withholdings which the Company may deem nec-
essary in order to assure a tax deduction for benefits which
are payable to the Optionee or Participant in connection with
this Plan. In addition, subject to such rules and regulations
as the Committee shall from time to time establish, an Optionee
shall be permitted to satisfy federal, state, or local taxes,
if any, imposed at the time of the exercise of the Option, at a
rate equal to the Optionee's marginal rate of tax, by irrevo-
cably electing to have the Company deduct from the number of
Shares of Optioned Stock otherwise deliverable to the Optionee,
Shares having a value equal to the amount of tax required to be
withheld. Any such Shares which are used to satisfy tax with-
holding requirements shall be cancelled by the Company.
15. Legal Limitations. If the Company's unre-
stricted and unreserved surplus is insufficient to allow pay-
ment for any Shares required to be purchased by the Company
hereunder, then the Company agrees to take such reasonable
steps as may be necessary to authorize payment. In the event
such authorization cannot be secured, the Company's obligation
to purchase any such Shares shall be deferred until sufficient
surplus is available.
16. Suspension, Amendment and Termination of the
Plan.
(a) Suspension, Amendment and Termination. The
Board may suspend or terminate the Plan from time to time
in such respects as the Board may deem advisable. The
following revisions or amendments shall require approval
of the holders of a majority of the outstanding common
shares of the Company entitled to vote:
(i) any material increase in the number of
Shares or Rights subject to the Plan, other than in
connection with an adjustment under Section 11 of the
Plan;
(ii) any material change in the designation of
the class of employees eligible to become Optionees
or Participants; or
-10-<PAGE>
(iii) any material increase in the benefits
accruing to Optionees or Participants under the Plan.
No Option or Right may be granted under the Plan during
any suspension or after the termination thereof.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect
Options or Rights already granted and such Options and
Rights shall remain in full force and effect as if this
Plan had not been amended or terminated, unless mutually
agreed otherwise between the Optionee or the Participant
and the Committee, which agreement must be in writing and
signed by the Optionee or the Participant and the Company.
17. Reservation of Shares. The Company, during the
term of this Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. The inability of the Company to
obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be neces-
sary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
18. No Employment Rights. Neither the establishment
nor continuation of the Plan, nor the granting of Options or
Rights hereunder, shall be construed as conferring upon any
Employee a right of continuing employment by the Company or
otherwise restrict the Company's rights to discharge any
Employee at any time.
19. Other Benefits. The Options and Rights granted
hereunder, the acquisition of Optioned Stock through the exer-
cise of an Option and the receipt of cash pursuant to any of
the Rights shall not be includible as compensation to any
Employee for purposes of any other benefit plan sponsored or
maintained by the Company.
20. Grant of Rights. Participants may be awarded
Rights which shall expire at the close of business on January
24, 2000. A Right may not be exercised by Participant who is a
director or officer of the Company within six months after the
Right is granted. Rights may be exercised, to the extent exer-
cisable by their terms, in, whole or from time to time in part
at any time before their expiration. Any exercise shall be
accompanied by a written notice to the Company specifying the
number of Rights being exercised.
-11-<PAGE>
21. Appreciation of Rights. Upon the Participant's
exercise of a Right, he shall be entitled to receive the eco-
nomic value of the Right in cash from the Company within thirty
(30) days of such exercise, subject to the provisions of Sec-
tion 14 of the Plan. For each Right, that economic value shall
be equal to the market value of one Share of the Company on the
date the Right is exercised reduced by the amount of Seventeen
Dollars and Ninety-One Cents ($17.91) per Share. The economic
value of all Rights exercised by a Participant shall be the
economic value of each Right as determined in the preceding
sentence multiplied by the number of Rights exercised.
22. Valuation. The market value of each of the
Shares of the Company on an exercise date shall be the closing
price of a Share of the Company as reported by the National
Association of Securities Dealers, Inc. Automated Quotation
National Market System on that date or, if there is no trading
on that date, on the next following trading date.
23. Nature of Rights. The Rights shall be used
solely as a device for the measurement and determination of the
amount to be paid to Participants as provided in the Plan with
respect to the Rights. The Rights shall not constitute or be
treated as property or as a trust fund of any kind. All
amounts at any time attributable to the Rights shall be and
remain the sole property of the Company and all Participants'
Rights hereunder are limited to the right to receive cash from
the Company as provided in this Plan.
24. Limits on Awards. The maximum number of Rights
that may be granted under the Plan is Thirty Thousand (30,000).
25. Shareholder Approval. Effectiveness of the Plan
shall be subject to approval by the shareholders of the Company
within twelve (12) months before or after the date the Plan is
adopted. If such shareholder approval is obtained at a duly
held shareholders' meeting, it may be obtained by the
affirmative vote of the holders of a majority of the outstand-
ing shares of the Company present or represented and entitled
to vote thereon.
HAWKEYE BANCORPORATION
By /s/ Robert W. Murray
Its President
-12-<PAGE>
ADOPTED JANUARY 24, 1995.
APPROVED BY SHAREHOLDERS APRIL 18, 1995.
-13-
EXHIBIT 99(b)
HAWKEYE BANCORPORATION
1994 SENIOR MANAGEMENT COMPENSATORY
STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
1. Purposes of the Plan. The purposes of this 1994
Senior Management Compensatory Stock Option and Stock Apprecia-
tion Rights Plan are to attract and retain selected senior ex-
ecutive officers with experience and ability; to reward those
key executives for their contribution to the growth and profit
of Hawkeye Bancorporation and thereby motivate them to continue
to make such contributions in the future; and to encourage and
enable those key executives, upon whose judgment, initiative
and effort Hawkeye Bancorporation and its subsidiaries are de-
pendent for the successful conduct of business, to acquire a
proprietary interest in Hawkeye Bancorporation by ownership of
its stock.
In no event shall Options granted hereunder be con-
sidered as "incentive stock Options," as defined in Section
422A of the Internal Revenue Code of 1986, as the same may be
amended.
2. Definitions. As used herein, the following def-
initions shall apply:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Capital Stock" shall mean the common stock of
the Company.
(c) "Company" shall mean Hawkeye Bancorporation, an
Iowa corporation.
(d) "Committee" shall mean the Compensation
Committee of the Company appointed by the Board of Direc-
tors.
(e) "Continuous Status as an Employee" shall mean
the absence of any interruption or termination of service
as an Employee. Continuous Status as an Employee shall
not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by
the Company; provided that such leave is for a period of
not more then ninety (90) days or reemployment upon the
-1-<PAGE>
expiration of such leave is guaranteed by contract or
statute.
(f) "Employee" shall mean any full-time and salaried
senior executive officer of the Company or a Subsidiary,
including officers who are also directors of the Company,
but not including directors who are not also officers.
(g) "Effective Date" shall mean January 25, 1994.
(h) "Option" shall mean a stock option granted
pursuant to the Plan.
(i) "Optioned Stock" shall mean the Capital Stock
subject to or acquired under an Option.
(j) "Optionee" shall mean an Employee who receives
an Option.
(k) "Participant" shall mean an Employee who
receives a Right.
(l) "Plan" shall mean this Senior Management
Compensatory Stock Option Plan.
(m) "Right" shall mean a stock appreciation right
granted pursuant to the Plan.
(n) "Share" shall mean a share of the Capital Stock,
as the same may be adjusted in accordance with Section 11
of the Plan.
(o) "Subsidiary" shall mean a "subsidiary cor-
poration," whether now or hereafter existing, as defined
in Section 425(f) of the Internal Revenue Code of 1986, as
the same may be amended.
3. Stock Subject to the Plan. Subject to the pro-
visions of Section 11 of the Plan, the maximum aggregate number
of Shares which may be optioned and sold under the Plan is
Forty-Seven Thousand One Hundred Nine (47,109) shares of Capi-
tal Stock. The Company shall reserve such amount of Capital
Stock for Options which may be granted under the Plan (subject
to adjustment as provided in Section 11) and such Shares may be
authorized, but unissued, or reacquired Capital Stock. If an
Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares
which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the
Plan.
-2-<PAGE>
4. Administration of the Plan
(a) Procedure. The Plan shall be administered by
the Compensation Committee. The Committee shall consist
of three (3) or more persons, who shall be directors of
the Company, appointed by the Board of Directors and
having full authority to act in the matter, none of whom
participated in this Plan or any other stock option, stock
appreciation right or other stock plan of the Company or
any of its affiliates within the preceding year, and each
of whom is a "disinterested person" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934. For
purposes of administering this Plan, the Committee shall
hold meetings at such times and places as it determines.
For purposes of administering this Plan, a quorum of the
Committee shall consist of a majority of its members and
the Committee may act by vote of a majority of its members
at a meeting at which a quorum is present, or without a
meeting by a written consent to the action taken signed by
all members of the Committee.
(b) Powers of the Committee. Subject to the
provisions of the Plan, the Committee shall have the au-
thority, in its discretion: (i) to grant Options, in ac-
cordance with the Internal Revenue Code of 1986, as the
same may be amended, and to grant Rights, (ii) to deter-
mine the Employees to whom, and the time or times in
which, Options or Rights shall be granted, the number of
Rights to be granted and the number of shares of Optioned
Stock to be represented by each Option; (iii) to interpret
the Plan; (iv) to prescribe, amend, and rescind rules and
regulations relating to the Plan; (v) to determine the
terms and provisions of each Option or Right granted
(which need not be identical) and, with the consent of the
holder thereof, modify or amend each Option or Right; (vi)
to accelerate or defer (with the consent of the Optionee
or Participant) the exercise date of any Option or Right;
(vii) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of
an Option or Right previously granted by the Committee;
(viii) to alter the terms and provisions of the Plan to
conform to changes in the law if the laws relating to
stock options or stock appreciation rights are changed
during the term of the Plan unless shareholder approval of
such change is required; and (ix) to make all other rules,
conditions, and other determinations deemed necessary or
advisable for the administration of the Plan.
In carrying out its duties and powers hereunder, the
Committee may also seek or request non-binding advice or
-3-<PAGE>
assistance from such other persons as is necessary for
proper administration of the Plan.
(c) Effect of Committee's Decision. All decisions,
determinations, and interpretations of the Committee shall
be final and binding on all Optionees and Participants and
any other holders of any Options or Rights granted or
Shares acquired under the Plan, and their respective legal
representatives, heirs, and permitted assigns, which
determination shall be final and conclusive.
(d) Benefits to be Paid by Company. While this Plan
will be administered by the Committee, it is expressly
understood that the Company shall have the responsibility
for tendering stock or making cash payments, as the case
may be, as required under the Plan.
5. Eligibility and Grant of Options and Rights.
Options and Rights may be granted only to an Employee who is a
senior executive officer of the Company or its Subsidiaries and
who is not a member of the Compensation Committee. An Employee
who has been granted an Option or a Right or both may, if he or
she is otherwise eligible, be granted additional options or
Rights or both. Subject to the provisions of the Plan, the
Committee shall determine and designate from time to time those
Employees to whom Rights or Options are to be granted and the
number of Shares to be optioned under such Options. All terms
and conditions which may be attendant to such Option or Right
shall be determined by the Committee and set forth in a Stock
Option Agreement or Stock Appreciation Right Agreement, as the
case may be, to be entered into between the Optionee or Par-
ticipant and the Company. The granting of an Option or Right
in any year shall not give or entitle the Optionee or Partici-
pant to any right to similar option grants or stock apprecia-
tion right grants in future years.
6. Term of Plan. The Plan shall become effective
upon January 25, 1994. It shall continue in effect for a term
of five (5) years until the close of business on January 25,
1999, unless sooner terminated under Section 16 of the Plan or
unless all options granted under this Plan have expired, termi-
nated or been exercised in full. The Plan shall maintain its
records on the basis of the calendar year, which shall consti-
tute the Plan Year.
7. Term of Option. The term of each Option shall be
five (5) years from the date of grant or such shorter term as
may be provided in the Stock Option Agreement; provided,
however, an Option may terminate sooner pursuant to the provi-
sions of Section 9 of this Plan. The exercise term specified
-4-<PAGE>
in the Stock Option Agreement shall be strictly enforced, and
all such Options shall expire at the end of such term if not
exercised or expired by another provision herein by such date.
8. Exercise Price and Consideration.
(a) The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be
Nineteen Dollars and Thirty-Seven and One-Half Cents
($19.375).
(b) The consideration to be paid for each share of
Optioned Stock, including the method of payment, shall be
determined by the Committee and may consist entirely of
cash, check, other shares of Capital Stock having a fair
market value on the date of surrender equal to the aggre-
gate exercise price of the Shares as to which said Option
shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment
for the issuance of Shares to the extent permitted under
the Iowa Business Corporation Act. In making its
determination as to the type of consideration to accept,
the Committee shall consider whether acceptance of such
consideration may be reasonably expected to benefit the
Company.
(c) The proceeds of sale of Optioned Stock are to be
added to the general funds of the Company available for
its corporate purposes as determined by the Board.
9. Exercise of Option
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable only
when vested, subject to such other terms and under such
conditions as determined by the Committee, including
performance criteria with respect to the Company and/or
the Optionee, and as shall be permissible under the terms
of the Plan.
Each Option shall provide, as determined by the Committee,
the time or times, at which and the number of shares for
which it may be exercised. Unless otherwise provided in
each Option, an Option may be exercised either at one time
as to the total number of Shares covered thereby, or from
time to time as to any portion thereof. However, an
Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
-5-<PAGE>
accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the
Optioned Stock has been received by the Company. Full
payment may, as authorized by the Committee, consist of
any consideration and method of payment allowable under
Section 8(b) of the Plan. Until the issuance (as evi-
denced by the appropriate entry on the books of the Com-
pany or of a duly authorized transfer agent of the Com-
pany) of the stock certificate evidencing such Shares, no
right to vote or receive dividends or any other rights as
a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock cer-
tificate is issued, except as provided in Section 11 of
the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the
Option is exercised.
(b) Vesting. Except in the case of death or dis-
ability, each Option granted under this Plan shall become
exercisable in full on the date which is six months after
the date the Option is granted to an Employee by the Com-
mittee.
(c) Termination of Status as an Employee. In the
event of termination of the employment of an Optionee or
Participant for any reason, other than death of the
Optionee or Participant, whether by reason of resignation
or discharge or retirement, the Optionee or Participant
may, but only within thirty (30) days after the date he
ceases to be an Employee of the Company, exercise his Op-
tion or Right to the extent that he was entitled to exer-
cise it at the date of such termination; provided, how-
ever:
(i) in the event the Optionee's or Participant's
termination of employment with the Company is attributable
to the Optionee's or Participant's disability (within the
meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986), such Optionee or Participant (or his duly
appointed representative) may exercise his Option or Right
at any time within six (6) months from the date of his
termination of employment;
-6-<PAGE>
(ii) in the event an Optionee or Participant is
discharged for cause, of which the Committee shall be the
sole judge, his or her Option or Right shall expire on the
date of discharge;
(iii) the Committee in its sole discretion may
determine whether for the purpose of the Plan, an Optionee
or Participant who is on a leave of absence will be
considered as still in the employ of the Company, and the
Committee in its sole discretion may determine whether an
Option or Right may be exercised during a leave of
absence; and
(iv) in the event an Optionee or Participant should
accept employment with a competitor, or enter into a
competitive business without the prior written approval of
the Board, all Options and Rights held by such Optionee or
Participant shall terminate on the date such Optionee or
Participant leaves the employ of the Company.
To the extent that the Optionee or Participant was not
entitled to exercise the Option or Right at the date of
such termination, or if he does not exercise such Option
or Right (which he was entitled to exercise) within the
time periods specified herein, the Option or Right shall
terminate.
(d) Death of Optionee or Participant. In the event
of the death of an Optionee or Participant:
(i) during the term of the Option or Right, if
such Optionee or Participant is at the time of his
death an Employee of the Company or a Subsidiary and
has been in Continuous Status as an Employee since
the date of grant of the Option or Right, the Option
or Right may be exercised, at any time within twelve
(12) months following the date of death, by the
Optionee's or Participant's estate or by a person who
acquired the right to exercise the Option or Right by
bequest or inheritance; or
(ii) within thirty (30) days after the termina-
tion of Continuous Status as an Employee, the Option
or Right may be exercised, at any time within twelve
(12) months following the date of death, by the
Optionee's or Participant's estate or by a person who
acquired the right to exercise the Option or Right by
bequest or inheritance.
-7-<PAGE>
10. Non-Transferability of Options and Rights. An
Option or Right may not be sold, pledged, assigned, hypoth-
ecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq,
or Title I of the Employee Retirement Income Security Act, or
the rules thereunder. An Option or Right may be exercised,
during the lifetime of the Optionee or Participant, only by the
Optionee or Participant.
11. Adjustments Upon Changes in Capitalization or
Merger. Subject to any required action by the shareholders of
the Company, the number of shares of Capital Stock covered by
each outstanding Option and Right, and the number of shares of
Capital Stock which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which
have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Capital Stock
covered by each such outstanding Option or Right, shall be pro-
portionately adjusted for any increase or decrease in the num-
ber of issued shares of the Company's common stock resulting
from a stock split, reverse stock split, stock dividend, combi-
nation or reclassification of such common stock, or any other
increase or decrease in the number of issued shares of common
stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securi-
ties of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect
shall be final, binding, and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of
Capital Stock subject to an Option or Right.
In the event of the proposed dissolution or liquida-
tion of the Company, the Option or Right will terminate immedi-
ately prior to the consummation of such proposed action, unless
otherwise provided by the Committee. The Committee may, in the
exercise of its sole discretion in such instances, declare that
any Option or Right shall terminate as of a date fixed by the
Committee and give each Participant the right to exercise his
Right in full and each optionee the right to exercise his
Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercis-
able. In the event of a change in control of the Company, as
determined in the exercise of the Committee's sole discretion,
each Option or Right shall be assumed or an equivalent option
-8-<PAGE>
shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Commit-
tee determines, in the exercise of its sole discretion and in
lieu of such assumption or substitution, that (i) the Optionee
shall have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which the Option would
not otherwise be exercisable at such time, or (ii) the Partici-
pant shall have the right to exercise the Right in full. If
the Committee makes an Option or Right fully exercisable in
lieu of assumption or substitution in the event of a merger or
sale of assets, the Committee shall notify, the Optionee or
Participant that the Option or Right shall be fully exercisable
for a period of ten (10) days from the date of such notice, and
the Option or Right will terminate upon the expiration of such
period.
12. Time of Granting Options. The date of grant of
an Option shall, for all purposes, be the date on which the
Committee makes the determination granting such Option, and
nothing contained in this Plan shall otherwise be construed as
the granting of an Option. Notice of the determination shall
be given to each Employee to whom an Option is so granted with-
in a reasonable time after the date of such grant.
13. Conditions Upon Issuance of Shares. Shares
shall not be issued pursuant to the exercise of an Option un-
less the exercise of such Option and the issuance and delivery
of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securi-
ties Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance. An Optionee shall
execute and deliver all instruments of conveyance and transfer
and take such other action as the Committee may reasonably re-
quest as a condition to the conveyance and transfer of Optioned
Stock to an Optionee. The Company shall not be obligated pur-
suant to this Plan to register for sale under the Securities
Act of 1933, as amended, or any state securities or "blue sky"
law any Option or Shares.
14. Tax Withholding. The Company may withhold from
any amounts payable under this Plan all federal, state, city,
or other taxes as shall be required pursuant to any law or gov-
ernmental regulation or ruling. Each Optionee and Participant
shall also agree as a condition to receiving an Option or a
Right hereunder, that the Company may withhold any such taxes
-9-<PAGE>
which may be imposed with respect to this Plan from the Option-
ee's or Participant's compensation or, if the Optionee or Par-
ticipant is not then employed by the Company, the Optionee or
Participant shall pay to the Company the amount of any payroll
taxes or tax withholdings which the Company may deem necessary
in order to assure a tax deduction for benefits which are pay-
able to the Optionee or Participant in connection with this
Plan. In addition, subject to such rules and regulations as
the Committee shall from time to time establish, an Optionee
shall be permitted to satisfy federal, state, or local taxes,
if any, imposed at the time of the exercise of the Option, at a
rate equal to the Optionee's marginal rate of tax, by irrevo-
cably electing to have the Company deduct from the number of
Shares of Optioned Stock otherwise deliverable to the Optionee,
Shares having a value equal to the amount of tax required to be
withheld. Any such Shares which are used to satisfy tax with-
holding requirements shall be cancelled by the Company.
15. Legal Limitations. If the Company's unre-
stricted and unreserved surplus is insufficient to allow pay-
ment for any Shares required to be purchased by the Company
hereunder, then the Company agrees to take such reasonable
steps as may be necessary to authorize payment. In the event
such authorization cannot be secured, the Company's obligation
to purchase any such Shares shall be deferred until sufficient
surplus is available.
16. Suspension, Amendment and Termination of the
Plan.
(a) Suspension, Amendment and Termination. The
Board may suspend or terminate the Plan from time to time
in such respects as the Board may deem advisable. The
following revisions or amendments shall require approval
of the holders of a majority of the outstanding common
shares of the Company entitled to vote:
(i) any material increase in the number of
shares or Rights subject to the Plan, other than in
connection with an adjustment under Section 11 of the
Plan;
(ii) any material change in the designation of
the class of employees eligible to become Optionees
or Participants; or
(iii) any material increase in the benefits
accruing to Optionees or Participants under the Plan.
-10-<PAGE>
No Option or Right may be granted under the Plan dur-
ing any suspension or after the termination thereof.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect
Options or Rights already granted and such Options and
Rights shall remain in full force and effect as if this
Plan had not been amended or terminated, unless mutually
agreed otherwise between the Optionee or the Participant
and the Committee, which agreement must be in writing and
signed by the Optionee or the Participant and the Company.
17. Reservation of Shares. The Company, during the
term of this Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. The inability of the Company to ob-
tain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be nec-
essary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
18. No Employment Rights. Neither the establishment
nor continuation of the Plan, nor the granting of Options or
Rights hereunder, shall be construed as conferring upon any
Employee a right of continuing employment by the Company or
otherwise restrict the Company's rights to discharge any Em-
ployee at any time.
19. Other Benefits. The Options and Rights granted
hereunder, the acquisition of Optioned Stock through the exer-
cise of an Option and the receipt of cash pursuant to any of
the Rights shall not be includible as compensation to any
Employee for purposes of any other benefit plan sponsored or
maintained by the Company.
20. Grant of Rights. Participants may be awarded
Rights which shall expire at the close of business on Janu-
ary 25, 1999. A Right may not be exercised by Participant who
is a director or officer of the Company within six months after
the Right is granted. Rights may be exercised, to the extent
exercisable by their terms, in whole or from time to time in
part at any time before their expiration. Any exercise shall
be accompanied by a written notice to the Company specifying
the number of Rights being exercised.
21. Appreciation of Rights. Upon the Participant's
exercise of a Right, he shall be entitled to receive the eco-
nomic value of the Right in cash from the Company within thirty
-11-<PAGE>
(30) days of such exercise, subject to the provisions of Sec-
tion 14 of the Plan. For each Right, that economic value shall
be equal to the market value of one Share of the Company on the
date the Right is exercised reduced by the amount of Nineteen
Dollars and Thirty-Seven and One-Half Cents ($19.375) per
Share. The economic value of all Rights exercised by a Par-
ticipant shall be the economic value of each Right as deter-
mined in the preceding sentence multiplied by the number of
Rights exercised.
22. Valuation. The market value of each of the
Shares of the Company on an exercise date shall be the closing
price of a Share of the Company as reported by the National
Association of Securities Dealers, Inc. Automated Quotation
National Market System on that date or, if there is no trading
on that date, on the next following trading date.
23. Nature of Rights. The Rights shall be used
solely as a device for the measurement and determination of the
amount to be paid to Participants as provided in the Plan with
respect to the Rights. The Rights shall not constitute or be
treated as property or as a trust fund of any kind. All
amounts at any time attributable to the Rights shall be and
remain the sole property of the Company and all Participants'
Rights hereunder are limited to the right to receive cash from
the Company as provided in this Plan.
24. Limits on Awards. The maximum number of Rights
that may be granted under the Plan is Twenty Thousand (20,000).
25. Shareholder Approval. Effectiveness of the Plan
shall be subject to approval by the shareholders of the Company
within twelve (12) months before or after the date the Plan is
adopted. If such shareholder approval is obtained at a duly
held shareholders' meeting, it may be obtained by the affirma-
tive vote of the holders of a majority of the outstanding
shares of the Company present or represented and entitled to
vote thereon.
HAWKEYE BANCORPORATION
By /s/ Robert W. Murray
Its President
ADOPTED JANUARY 25, 1994.
APPROVED BY SHAREHOLDERS APRIL 19, 1994.
-12-
EXHIBIT 99(c)
HAWKEYE BANCORPORATION
1993 SENIOR MANAGEMENT COMPENSATORY
STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
1. Purposes of the Plan. The purposes of this 1993
Senior Management Compensatory Stock Option and Stock Apprecia-
tion Rights Plan are to attract and retain selected senior
executive officers with experience and ability; to reward those
key executives for their contribution to the growth and profit
of Hawkeye Bancorporation and thereby motivate them to continue
to make such contributions in the future; and to encourage and
enable those key executives, upon whose judgment, initiative
and effort Hawkeye Bancorporation and its subsidiaries are de-
pendent for the successful conduct of business, to acquire a
proprietary interest in Hawkeye Bancorporation by ownership of
its stock.
In no event shall options granted hereunder be con-
sidered as "incentive stock options," as defined in Section
422A of the Internal Revenue Code of 1986, as the same may be
amended.
2. Definitions. As used herein, the following defi-
nitions shall apply:
(a) "Board" shall mean the Board of Directors of the
Company.
-1-<PAGE>
(b) "Capital Stock" shall mean the common stock of
the Company.
(c) "Company" shall mean Hawkeye Bancorporation, an
Iowa corporation.
(d) "Committee" shall mean the Compensation Commit-
tee of the Company appointed by the Board of Directors.
(e) "Continuous Status as an Employee" shall mean
the absence of any interruption or termination of service
as an Employee. Continuous Status as an Employee shall
not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by
the Company; provided that such leave is for a period of
not more than ninety (90) days or reemployment upon the
expiration of such leave is guaranteed by contract or
statute.
(f) "Employee" shall mean any full-time and salaried
senior executive officer of the Company or a Subsidiary,
including officers who are also directors of the Company,
but not including directors who are not also officers.
(g) "Effective Date" shall mean January 26, 1993.
(h) "Option" shall mean a stock option granted pur-
suant to the Plan.
(i) "Optioned Stock" shall mean the Capital Stock
subject to or acquired under an Option.
-2-<PAGE>
(j) "Optionee" shall mean an Employee who receives
an Option.
(k) "Participant" shall mean an Employee who re-
ceives a Right.
(l) "Plan" shall mean this Senior Management Compen-
satory Stock Option Plan.
(m) "Right" shall mean a stock appreciation right
granted pursuant to the Plan.
(n) "Share" shall mean a share of the Capital Stock,
as the same may be adjusted in accordance with Section 11
of the Plan.
(o) "Subsidiary" shall mean a "subsidiary corpora-
tion," whether now or hereafter existing, as defined in
Section 425(f) of the Internal Revenue Code of 1986, as
the same may be amended.
3. Stock Subject to the Plan. Subject to the provi-
sions of Section 11 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the
Plan is Thirty-Five Thousand One Hundred Two (35,102)
shares of Capital Stock. The Company shall reserve such
amount of Capital Stock for Options which may be granted
under the Plan (subject to adjustment as provided in
Section 11) and such Shares may be authorized, but
unissued, or reacquired Capital Stock. If an Option
should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased
Shares which were subject thereto shall, unless the Plan
-3-<PAGE>
shall have been terminated, become available for future
grant under the Plan.
4. Administration of the Plan
(a) Procedure. The Plan shall be administered by
the Compensation Committee. The Committee shall consist
of three (3) or more persons, who shall be directors of
the Company, appointed by the Board of Directors and
having full authority to act in the matter, none of whom
participated in this Plan or any other stock option, stock
appreciation right or other stock plan of the Company or
any of its affiliates within the preceding year, and each
of whom is a "disinterested person" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934. For
purposes of administering this Plan, the Committee shall
hold meetings at such times and places as it determines.
For purposes of administering this Plan, a quorum of the
Committee shall consist of a majority of its members and
the Committee may act by vote of a majority of its members
at a meeting at which a quorum is present, or without a
meeting by a written consent to the action taken signed by
all members of the Committee.
(b) Powers of the Committee. Subject to the provi-
sions of the Plan, the Committee shall have the authority,
in its discretion: (i) to grant Options, in accordance
with the Internal Revenue Code of 1986, as the same may be
amended, and to grant Rights; (ii) to determine the
Employees to whom, and the time or times in which, Options
or Rights shall be granted, the number of Rights to be
granted and the number of shares of Optioned Stock to be
represented by each Option; (iii) to interpret the Plan;
-4-<PAGE>
(iv) to prescribe, amend, and rescind rules and regula-
tions relating to the Plan; (v) to determine the terms and
provisions of each Option or Right granted (which need not
be identical) and, with the consent of the holder thereof,
modify or amend each Option or Right; (vi) to accelerate
or defer (with the consent of the Optionee or Participant)
the exercise date of any Option or Right; (vii) to autho-
rize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option
or Right previously granted by the Committee; (viii) to
alter the terms and provisions of the Plan to conform to
changes in the law if the laws relating to stock options
or stock appreciation rights are changed during the term
of the Plan unless shareholder approval of such change is
required; and (ix) to make all other rules, conditions,
and other determinations deemed necessary or advisable for
the administration of the Plan.
In carrying out its duties and powers hereunder, the
Committee may also seek or request non-binding advice or
assistance from such other persons as is necessary for
proper administration of the Plan.
(c) Effect of Committee's Decision. All decisions,
determinations, and interpretations of the Committee shall
be final and binding on all Optionees and Participants and
any other holders of any Options or Rights granted or
Shares acquired under the Plan, and their respective legal
representatives, heirs, and permitted assigns, which
determination shall be final and conclusive.
(d) Benefits to be Paid by Company. While this Plan
will be administered by the Committee, it is expressly
-5-<PAGE>
understood that the Company shall have the responsibility
for tendering stock or making cash payments, as the case
may be, as required under the Plan.
5. Eligibility and Grant of Options and Rights.
Options and Rights may be granted only to an Employee who is a
senior executive officer of the Company or its Subsidiaries and
who is not a member of the Compensation Committee. An Employee
who has been granted an Option or a Right or both may, if he or
she is otherwise eligible, be granted additional Options or
Rights or both. Subject to the provisions of the Plan, the
Committee shall determine and designate from time to time those
Employees to whom Rights or Options are to be granted and the
number of Shares to be optioned under such Options. All terms
and conditions which may be attendant to such Option or Right
shall be determined by the Committee and set forth in a Stock
Option Agreement or Stock Appreciation Right Agreement, as the
case may be, to be entered into between the Optionee or Par-
ticipant and the Company. The granting of an Option or Right
in any year shall not give or entitle the Optionee or Partici-
pant to any right to similar option grants or stock apprecia-
tion right grants in future years.
The amount of Capital Stock subject to outstanding
Options plus the amount of Capital Stock sold pursuant to the
exercise of Options in any preceding 12-month period shall not
exceed the greater of: (i) $500,000; (ii) 15 percent of the
Company's total assets measured as of the end of the Company's
most recent fiscal year; or (iii) 15 percent of the outstanding
shares of Capital Stock. In any case, the aggregate offering
price of Optioned Stock and Capital Stock issued pursuant to
the exercise of any Option in any preceding 12-month period
shall not exceed $5,000,000. Further, the aggregate amount of
-6-<PAGE>
offers pursuant to this Plan in any 12-month period shall not
exceed the maximum levels set forth above.
6. Term of Plan. The Plan shall become effective
upon January 26, 1993. It shall continue in effect for a term
of five (5) years until the close of business on January 26,
1998, unless sooner terminated under Section 16 of the Plan or
unless all options granted under this Plan have expired, termi-
nated or been exercised in full. The Plan shall maintain its
records on the basis of the calendar year, which shall consti-
tute the Plan Year.
7. Term of Option. The term of each Option shall be
five (5) years from the date of grant or such shorter term as
may be provided in the Stock Option Agreement; provided, how-
ever, an Option may terminate sooner pursuant to the provisions
of Section 9 of this Plan. The exercise term specified in the
Stock Option Agreement shall be strictly enforced, and all such
Options shall expire at the end of such term if not exercised
or expired by another provision herein by such date.
8. Exercise Price and Consideration.
(a) The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be
Fifteen Dollars and Eighty-Seven and One-Half Cents
($15.875).
(b) The consideration to be paid for each share of
Optioned Stock, including the method of payment, shall be
determined by the Committee and may consist entirely of
cash, check, other shares of Capital Stock having a fair
-7-<PAGE>
market value on the date of surrender equal to the aggre-
gate exercise price of the Shares as to which said Option
shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment
for the issuance of Shares to the extent permitted under
the Iowa Business Corporation Act. In making its deter-
mination as to the type of consideration to accept, the
Committee shall consider whether acceptance of such
consideration may be reasonably expected to benefit the
Company.
(c) The proceeds of sale of Optioned Stock are to be
added to the general funds of the Company available for
its corporate purposes as determined by the Board.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable only
when vested, subject to such other terms and under such
conditions as determined by the Committee, including
performance criteria with respect to the Company and/or
the Optionee, and as shall be permissible under the terms
of the Plan.
Each Option shall provide, as determined by the Committee,
the time or times, at which and the number of shares for
which it may be exercised. Unless otherwise provided in
each Option, an Option may be exercised either at one time
as to the total number of Shares covered thereby, or from
time to time as to any portion thereof. However, an
Option may not be exercised for a fraction of a Share.
-8-<PAGE>
An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the
Optioned Stock has been received by the Company. Full
payment may, as authorized by the Committee, consist of
any consideration and method of payment allowable under
Section 8(b) of the Plan. Until the issuance (as evi-
denced by the appropriate entry on the books of the Com-
pany or of a duly authorized transfer agent of the Com-
pany) of the stock certificate evidencing such Shares, no
right to vote or receive dividends or any other rights as
a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock cer-
tificate is issued, except as provided in Section 11 of
the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the
Option is exercised.
(b) Vesting. Except in the case of death or dis-
ability, each Option granted under this Plan shall become
exercisable in full on the date which is six months after
the date the Option is granted to an Employee by the
Committee.
(c) Termination of Status as an Employee. In the
event of termination of the employment of an Optionee or
-9-<PAGE>
Participant for any reason, other than death of the Op-
tionee or Participant, whether by reason of resignation or
discharge or retirement, the Optionee or Participant may,
but only within thirty (30) days after the date he ceases
to be an Employee of the Company, exercise his Option or
Right to the extent that he was entitled to exercise it at
the date of such termination; provided, however:
(i) in the event the Optionee's or Partici-
pant's termination of employment with the Company is
attributable to the Optionee's or Participant's dis-
ability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986), such Optionee or
Participant (or his duly appointed representative)
may exercise his Option or Right at any time within
six (6) months from the date of his termination of
employment;
(ii) in the event an Optionee or Participant is
discharged for cause, of which the Committee shall be
the sole judge, his or her Option or Right shall
expire on the date of discharge;
(iii) the Committee in its sole discretion may
determine whether for the purpose of the Plan, an
Optionee or Participant who is on a leave of absence
will be considered as still in the employ of the Com-
pany, and the Committee in its sole discretion may
determine whether an Option or Right may be exercised
during a leave of absence; and
(iv) in the event an Optionee or Participant
should accept employment with a competitor, or enter
-10-<PAGE>
into a competitive business without the prior written
approval of the Board, all Options and Rights held by
such Optionee or Participant shall terminate on the
date such Optionee or Participant leaves the employ
of the Company.
To the extent that the Optionee or Participant was
not entitled to exercise the Option or Right at the
date of such termination, or if he does not exercise
such Option or Right (which he was entitled to
exercise) within the time periods specified herein,
the Option or Right shall terminate.
(d) Death of Optionee or Participant. In the
event of the death of an Optionee or Participant:
(i) during the term of the Option or
Right, if such Optionee or Participant is at the
time of his death an Employee of the Company or
a Subsidiary and has been in Continuous Status
as an Employee since the date of grant of the
Option or Right, the Option or Right may be
exercised, at any time within twelve (12) months
following the date of death, by the Optionee's
or Participant's estate or by a person who
acquired the right to exercise the Option or
Right by bequest or inheritance; or
(ii) within thirty (30) days after the
termination of Continuous Status as an Employee,
the Option or Right may be exercised, at any
time within twelve (12) months following the
-11-<PAGE>
date of death, by the Optionee's or Partici-
pant's estate or by a person who acquired the
right to exercise the Option or Right by bequest
or inheritance.
10. Non-Transferability of Options and Rights. An
Option or Right may not be sold, pledged, assigned, hypoth-
ecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq.,
or Title I of the Employee Retirement Income Security Act, or
the rules thereunder. An Option or Right may be exercised,
during the lifetime of the Optionee or Participant, only by the
Optionee or Participant.
11. Adjustments Upon Changes in Capitalization or
Merger. Subject to any required action by the shareholders of
the Company, the number of shares of Capital Stock covered by
each outstanding Option and Right, and the number of shares of
Capital Stock which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which
have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Capital Stock
covered by each such outstanding Option or Right, shall be pro-
portionately adjusted for any increase or decrease in the num-
ber of issued shares of the Company's common stock resulting
from a stock split, reverse stock split, stock dividend, combi-
nation or reclassification of such common stock, or any other
increase or decrease in the number of issued shares of common
stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securi-
ties of the Company shall not be deemed to have been "effected
-12-<PAGE>
without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect
shall be final, binding, and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of
Capital Stock subject to an Option or Right.
In the event of the proposed dissolution or liquida-
tion of the Company, the Option or Right will terminate imme-
diately prior to the consummation of such proposed action,
unless otherwise provided by the Committee. The Committee may,
in the exercise of its sole discretion in such instances, de-
clare that any Option or Right shall terminate as of a date
fixed by the Committee and give each Participant the right to
exercise his Right in full and each Optionee the right to exer-
cise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be
exercisable. In the event of a change in control of the Com-
pany, as determined in the exercise of the Committee's sole
discretion, each Option or Right shall be assumed or an equiva-
lent option shall be substituted by such successor corporation
or a parent or subsidiary of such successor corporation, unless
the Committee determines, in the exercise of its sole discre-
tion and in lieu of such assumption or substitution, that (i)
the Optionee shall have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable at such time, or (ii)
the Participant shall have the right to exercise the Right in
full. If the Committee makes an option or Right fully exercis-
able in lieu of assumption or substitution in the event of a
-13-<PAGE>
merger or sale of assets, the Committee shall notify the Op-
tionee or Participant that the Option or Right shall be fully
exercisable for a period of ten (10) days from the date of such
notice, and the Option or Right will terminate upon the expira-
tion of such period.
12. Time of Granting Options. The date of grant of
an Option shall, for all purposes, be the date on which the
Committee makes the determination granting such Option, and
nothing contained in this Plan shall otherwise be construed as
the granting of an Option. Notice of the determination shall
be given to each Employee to whom an Option is so granted with-
in a reasonable time after the date of such grant.
13. Conditions Upon Issuance of Shares. Shares
shall not be issued pursuant to the exercise of an Option un-
less the exercise of such Option and the issuance and delivery
of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securi-
ties Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance. An Optionee shall
execute and deliver all instruments of conveyance and transfer
and take such other action as the Committee may reasonably re-
quest as a condition to the conveyance and transfer of Optioned
Stock to an Optionee. The Company shall not be obligated pur-
suant to this Plan to register for sale under the Securities
Act of 1933, as amended, or any state securities or "blue sky"
law any Option or Shares.
-14-<PAGE>
14. Tax Withholding. The Company may withhold from
any amounts payable under this Plan all federal, state, city,
or other taxes as shall be required pursuant to any law or gov-
ernmental regulation or ruling. Each Optionee and Participant
shall also agree as a condition to receiving an Option or a
Right hereunder, that the Company may withhold any such taxes
which may be imposed with respect to this Plan from the Option-
ee's or Participant's compensation or, if the Optionee or Par-
ticipant is not then employed by the Company, the Optionee or
Participant shall pay to the Company the amount of any payroll
taxes or tax withholdings which the Company may deem necessary
in order to assure a tax deduction for benefits which are pay-
able to the Optionee or Participant in connection with this
Plan. In addition, subject to such rules and regulations as
the Committee shall from time to time establish, an Optionee
shall be permitted to satisfy federal, state, or local taxes,
if any, imposed at the time of the exercise of the Option, at a
rate equal to the Optionee's marginal rate of tax, by irrevo-
cably electing to have the Company deduct from the number of
Shares of Optioned Stock otherwise deliverable to the Optionee,
Shares having a value equal to the amount of tax required to be
withheld. Any such Shares which are used to satisfy tax with-
holding requirements shall be cancelled by the Company.
15. Legal Limitations. If the Company's unre-
stricted and unreserved surplus is insufficient to allow pay-
ment for any Shares required to be purchased by the Company
hereunder, then the Company agrees to take such reasonable
steps as may be necessary to authorize payment. In the event
such authorization cannot be secured, the Company's obligation
to purchase any such Shares shall be deferred until sufficient
surplus is available.
-15-<PAGE>
16. Suspension, Amendment and Termination of the
Plan.
(a) Suspension, Amendment and Termination. The
Board may suspend or terminate the Plan from time to time
in such respects as the Board may deem advisable. The
following revisions or amendments shall require approval
of the holders of a majority of the outstanding common
shares of the Company entitled to vote:
(i) any material increase in the number of
Shares or Rights subject to the Plan, other than in
connection with an adjustment under Section 11 of the
Plan;
(ii) any material change in the designation of
the class of employees eligible to become Optionees
or Participants; or
(iii) any material increase in the benefits
accruing to Optionees or Participants under the Plan.
No Option or Right may be granted under the Plan during
any suspension or after the termination thereof.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect
Options or Rights already granted and such Options and
Rights shall remain in full force and effect as if this
Plan had not been amended or terminated, unless mutually
agreed otherwise between the Optionee or the Participant
and the Committee, which agreement must be in writing and
signed by the Optionee or the Participant and the Company.
-16-<PAGE>
17. Reservation of Shares. The Company, during the
term of this Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. The inability of the Company to
obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be neces-
sary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
18. No Employment Rights. Neither the establishment
nor continuation of the Plan, nor the granting of Options or
Rights hereunder, shall be construed as conferring upon any
Employee a right of continuing employment by the Company or
otherwise restrict the Company's rights to discharge any Em-
ployee at any time.
19. Other Benefits. The Options and Rights granted
hereunder, the acquisition of Optioned Stock through the exer-
cise of an Option and the receipt of cash pursuant to any of
the Rights shall not be includible as compensation to any Em-
ployee for purposes of any other benefit plan sponsored or
maintained by the Company.
20. Grant of Rights. Participants may be awarded
Rights which shall expire at the close of business on January
26, 1998. A Right may not be exercised by Participant who is a
director or officer of the Company within six months after the
Right is granted. Rights may be exercised, to the extent exer-
cisable by their terms, in whole or from time to time in part
at any time before their expiration. Any exercise shall be
-17-<PAGE>
accompanied by a written notice to the Company specifying the
number of Rights being exercised.
21. Appreciation of Rights. Upon the Participant's
exercise of a Right, he shall be entitled to receive the eco-
nomic value of the Right. For each Right, that economic value
shall be equal to the market value of one Share of the Company
on the date the Right is exercised reduced by the amount of
$15.875. The economic value of all Rights exercised by a Par-
ticipant shall be the economic value of each Right as deter-
mined in the preceding sentence multiplied by the number of
Rights exercised.
22. Valuation. The market value of each of the
Shares of the Company on a valuation date shall be the closing
price of a Share of the Company as reported by the National
Association of Securities Dealers, Inc. Automated Quotation
National Market System on that date or, if there is no trading
on that date, on the next following trading date.
23. Nature of Rights. The Rights shall be used
solely as a device for the measurement and determination of the
amount to be paid to Participants as provided in the Plan with
respect to the Rights. The Rights shall not constitute or be
treated as property or as a trust fund of any kind. All
amounts at any time attributable to the Rights shall be and
remain the sole property of the Company and all Participants'
Rights hereunder are limited to the right to receive cash from
the Company as provided in this Plan.
24. Limits on Awards. The maximum number of Rights
that may be granted under the Plan is 15,000.
-18-<PAGE>
25. Shareholder Approval. Effectiveness of the Plan
shall be subject to approval by the shareholders of the Company
within twelve (12) months before or after the date the Plan is
adopted. If such shareholder approval is obtained at a duly
held shareholders' meeting, it may be obtained by the affirma-
tive vote of the holders of a majority of the outstanding
shares of the Company present or represented and authorized to
vote thereon.
HAWKEYE BANCORPORATION
By /s/ Paul D. Dunlap
Paul D. Dunlap, Chairman of
the Board and of the
Compensation Committee
ADOPTED JANUARY 26, 1993.
APPROVED BY SHAREHOLDERS APRIL 13, 1993.
-19-
EXHIBIT 99(d)
HAWKEYE BANCORPORATION
1992 SENIOR MANAGEMENT COMPENSATORY
STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this 1992
Senior Management Compensatory Stock Option Plan are to attract
and retain selected senior executive officers with experience
and ability; to reward those key executives for their contribu-
tion to the growth and profit of Hawkeye Bancorporation and
thereby motivate them to continue to make such contributions in
the future; and to encourage and enable those key executives,
upon whose judgment, initiative and effort Hawkeye Bancorpora-
tion and its subsidiaries are dependent for the successful con-
duct of business, to acquire a proprietary interest in Hawkeye
Bancorporation by ownership of its stock.
In no event shall options granted hereunder be con-
sidered as "incentive stock options," as defined in Section
422A of the Internal Revenue Code of 1986, as the same may be
amended.
2. Definitions. As used herein, the following def-
initions shall apply:
(a) "Board" shall mean the Board of Directors of the
Company.
-1-<PAGE>
(b) "Capital Stock" shall mean the common stock
of the Company.
(c) "Company" shall mean Hawkeye
Bancorporation, an Iowa corporation.
(d) "Committee" shall mean the Compensation
Committee of the Company appointed by the Board of
Directors.
(e) "Continuous Status as an Employee" shall
mean the absence of any interruption or termination
of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the
case of sick leave, military leave, or any other
leave of absence approved by the Company; provided
that such leave is for a period of not more then
ninety (90) days or reemployment upon the expiration
of such leave is guaranteed by contract or statute.
(f) "Employee" shall mean any full-time and
salaried senior executive officer of the Company or a
Subsidiary, including officers who are also directors
of the Company, but not including directors who are
not also officers.
(g) "Effective Date" shall mean January 28,
1992.
(h) "Option" shall mean a stock option granted
pursuant to the Plan.
-2-<PAGE>
(i) "Optioned Stock" shall mean the Capital
Stock subject to or acquired under an Option.
(j) "Optionee" shall mean an Employee who
receives an Option.
(k) "Plan" shall mean this Senior Management
Compensatory Stock Option Plan.
(l) "Share" shall mean a share of the Capital
Stock, as the same may be adjusted in accordance with
Section 11 of the Plan.
(m) "Subsidiary" shall mean a "subsidiary
corporation," whether now or hereafter existing, as
defined in Section 425(f) of the Internal Revenue
Code of 1986, as the same may be amended.
3. Stock Subject to the Plan. Subject to the pro-
visions of Section 11 of the Plan, the maximum aggregate number
of Shares which may be optioned and sold under the Plan is
Thirty-six Thousand Nine Hundred Seventeen (36,917) shares of
Capital Stock. The Company shall reserve such amount of Capi-
tal Stock for Options which may be granted under the Plan (sub-
ject to adjustment as provided in Section 11) and such Shares
may be authorized, but unissued, or reacquired Capital Stock.
If an Option should expire or become unexercisable for any rea-
son without having been exercised in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under
the Plan.
-3-<PAGE>
4. Administration of the Plan
(a) Procedure. The Plan shall be administered by
the Compensation Committee. The Committee shall consist of
three (3) or more persons, who shall be directors of the Com-
pany, appointed by the Board of Directors and having full
authority to act in the matter, none of whom participated in
this Plan or any other stock option or other stock plan of the
Company or any of its affiliates within the preceding year, and
each of whom is a "disinterested person" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934. For pur-
poses of administering this Plan, the Committee shall hold
meetings at such times and places as it determines. For pur-
poses of administering this Plan, a quorum of the Committee
shall consist of a majority of its members and the Committee
may act by vote of a majority of its members at a meeting at
which a quorum is present, or without a meeting by a written
consent to the action taken signed by all members of the Com-
mittee.
(b) Powers of the Committee. Subject to the provi-
sions of the Plan, the Committee shall have the authority, in
its discretion: (i) to grant Options, in accordance with the
Internal Revenue Code of 1986, as the same may be amended; (ii)
to determine the Employees to whom, and the time or times in
which, Options shall be granted and the number of shares of
Optioned Stock to be represented by each Option; (iii) to
interpret this Plan; (iv) to prescribe, amend, and rescind
rules and regulations relating to the Plan; (v) to determine
the terms and provisions of each Option granted (which need not
be identical) and, with the consent of the holder thereof, mod-
ify or amend each Option; (vi) to accelerate or defer (with the
consent of the Optionee) the exercise date of any Option; (vii)
-4-<PAGE>
to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previ-
ously granted by the Committee; (viii) to alter the terms and
provisions of the Plan to conform to changes in the law if the
laws relating to stock options are changed during the term of
the Plan unless shareholder approval of such change is retired;
and (ix) to make all other rules, conditions, and other deter-
minations deemed necessary or advisable for the administration
of the Plan.
In carrying out its duties and powers hereunder, the
Committee may also seek or request non-binding advice or assis-
tance from such other persons as is necessary for proper admin-
istration of the Plan.
(c) Effect of Committee's Decision. All decisions,
determinations, and interpretations of the Committee shall be
final and binding on all Optionees and any other holders of any
Options granted or Shares acquired under the Plan, and their
respective legal representatives, heirs, and permitted assigns,
which determination shall be final and conclusive.
(d) Benefits to be Paid by Company. While this Plan
will be administered by the Committee, it is expressly under-
stood that the Company shall have the responsibility for ten-
dering stock or making cash payments, as the case may be, as
required under the Plan.
5. Eligibility and Grant of Options. Options may
be granted only to an Employee who is a senior executive offic-
er of the Company or its Subsidiaries and who is not a member
-5-<PAGE>
of the Compensation Committee. An Employee who has been grant-
ed an Option may, if he or she is otherwise eligible, be grant-
ed an additional Option or Options. Subject to the provisions
of the Plan, the Committee shall determine and designate from
time to time those Employees to whom Options are to be granted
and the number of Shares to be optioned thereunder. All terms
and conditions which may be attendant to such Option shall be
determined by the Committee and set forth in a Stock Option
Agreement to be entered into between the Optionee and the Com-
pany. The granting of an Option in any year shall not give or
entitle the Optionee to any right to similar option grants in
future years.
The amount of Capital Stock subject to outstanding
Options plus the amount of Capital Stock sold pursuant to the
exercise of Options in any preceding 12-month period shall not
exceed the greater of: (i) $500,000; (ii) 15 percent of the
Company's total assets measured as of the end of the Company's
most recent fiscal year; or (iii) 15 percent of the outstanding
shares of Capital Stock. In any case, the aggregate offering
price of Optioned Stock and Capital Stock issued pursuant to
the exercise of any Option in any preceding 12-month period
shall not exceed $5,000,000. Further, the aggregate amount of
offers pursuant to this Plan in any 12-month period shall not
exceed the maximum levels set forth above.
6. Term of Plan. The Plan shall become effective
upon January 28, 1992. It shall continue in effect for a term
of five (5) years until the closing of business on January 28,
1997, unless sooner terminated under Section 16 of the Plan or
unless all options granted under this Plan have expired, termi-
nated or been exercised in full. The Plan shall maintain its
-6-<PAGE>
records on the basis of the calendar year, which shall consti-
tute the Plan Year.
7. Term of Option. The term of each Option shall
be five (5) years from the date of grant or such shorter term
as may be provided in the Stock Option Agreement; provided,
however, an Option may terminate sooner pursuant to the provi-
sions of Section 9 of this Plan. The exercise term specified
in the Stock Option Agreement shall be strictly enforced, and
all such Options shall expire at the and of such term if not
exercised or expired by another provision herein by such date.
8. Exercise Price and Consideration.
(a) The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be Twelve
Dollars ($12.00).
(b) The consideration to be paid for each share of
Optioned Stock, including the method of payment, shall be
determined by the Committee and may consist entirely of cash,
check, other shares of Capital Stock having a fair market value
on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised, or
any combination of such methods of payment, or such other con-
sideration and method of payment for the issuance of Shares to
the extent permitted under the Iowa Business Corporation Act.
In making its determination as to the type of consideration to
accept, the Committee shall consider whether acceptance of such
consideration may be reasonably expected to benefit the Com-
pany.
-7-<PAGE>
(c) The proceeds of sale of Optioned Stock are to be
added to the general funds of the Company available for its
corporate purposes as determined by the Board.
9. Exercise of Option
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable only when
vested, subject to such other terms and under such conditions
as determined by the Committee, including performance criteria
with respect to the Company and/or the Optionee, and as shall
be permissible under the terms of the Plan.
Each Option shall provide, as determined by the Com-
mittee, the time or times, at which and the number of shares
for which it may be exercised. Unless otherwise provided in
each Option, an Option may be exercised either at one time as
to the total number of shares covered thereby, or from time to
time as to any portion thereof. However, an Option may not be
exercised for a fraction of a Share.
An Option shall be deemed to be exercised when writ-
ten notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled
to exercise the Option and full payment for the Optioned Stock
has been received by the Company. Full payment may, as autho-
rized by the Committee, consist of any consideration and method
of payment allowable under Section 8(b) of the Plan. Until the
issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Com-
pany) of the stock certificate evidencing such Shares, no right
-8-<PAGE>
to vote or receive dividends or any other rights as a share-
holder shall exist with respect to the Optioned Stock, notwith-
standing the exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is
prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be avail-
able, both for purposes of the Plan and for sale under the
Option, by the number of Shares an to which the Option is exer-
cised.
(b) Vesting. Except in the case of death or dis-
ability, each Option granted under this Plan shall become exer-
cisable in full on the date which is six months after the date
the Option is granted to an Employee by the Committee.
(c) Termination of Status as an Employee. In the
event of termination of the employment of an Optionee for any
reason, other than death of the Optionee, whether by reason of
resignation or discharge or retirement, the Optionee may, but
only within thirty (30) days after the date he ceases to be an
Employee of the Company, exercise his Option to the extent that
he was entitled to exercise it at the date of such termination;
provided, however:
(i) in the event the Optionee's termination of
employment with the Company is attributable to the Option-
ee's disability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986), such Optionee (or his
duly appointed representative) may exercise his Option at
-9-<PAGE>
any time within six (6) months from the date of his termi-
nation of employment;
(ii) in the event an Optionee is discharged for
cause, of which the Committee shall be the sole judge, his
or her Option shall expire on the date of discharge;
(iii) the Committee in its sole discretion may
determine whether for the purpose of the Plan, an Optionee
who is on a leave of absence will be considered as still
in the employ of the Company, and the Committee in its
sole discretion may determine whether an Option may be
exercised during a leave of absence; and
(iv) in the event an Optionee should accept
employment with a competitor, or enter into a competitive
business without the prior written approval of the Board,
the Option shall terminate on the date such Optionee
leaves the employ of the Company.
To the extent that the Optionee was not entitled to
exercise the Option at the date of such termination, or if he
does not exercise such Option (which he was entitled to exer-
cise) within the time periods specified herein, the Option
shall terminate.
(d) Death of Optionee. In the event of the death of
an Optionee:
(i) during the term of the Option, if such
Optionee is at the time of his death an Employee of the
Company or a Subsidiary and has been in Continuous Status
as an Employee since the date of grant of the Option, the
-10-<PAGE>
Option may be exercised, at any time within twelve (12)
months following the date of death, by the Optionee's
estate or by a person who acquired the right to exercise
the Option by bequest or inheritance; or
(ii) within thirty (30) days after the termina-
tion of Continuous Status as an Employee, the Option may
be exercised, at any time within twelve (12) months fol-
lowing the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the option by
bequest or inheritance.
10. Non-Transferability of Options. An Option may
not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of
descent or distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of
1986, as amended, 26 U.S.C. Section 1 et seq., or Title I of
the Employee Retirement Income Security Act, or the rules
thereunder. An option may be exercised, during the lifetime of
the Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization or
Merger. Subject to any required action by the shareholders of
the Company, the number of shares of Capital Stock covered by
each outstanding Option, and the number of shares of Capital
Stock which have been authorized for issuance under the Plan
but as to which no Options have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Capital Stock covered
by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of the Company's common stock resulting from a stock
-11-<PAGE>
split, reverse stock split, stock dividend, combination or
reclassification of such common stock, or any other increase or
decrease in the number of issued shares of common stock effect-
ed without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by
the Committee, whose determination in that respect shall be
final, binding, and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of
Capital Stock subject to an Option.
In the event of the proposed dissolution or liquida-
tion of the Company, the Option will terminate immediately pri-
or to the consummation of such proposed action, unless other-
wise provided by the Committee. The Committee may, in the
exercise of its sole discretion in such instances, declare that
any Option shall terminate as of a date fixed by the Committee
and give each Optionee the right to exercise his Option as to
all or any part of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable. In the
event of a Change in Control, the Option shall be assumed or an
equivalent option shall be substituted by such successor corpo-
ration or a parent or subsidiary of such successor corporation,
unless the Committee determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that
the Optionee shall have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable at such time. If the
-12-<PAGE>
Committee makes an option fully exercisable in lieu of assump-
tion or substitution in the event of a merger or sale of
assets, the Committee shall notify the Optionee that the Option
shall be fully exercisable for a period of ten (10) days from
the date of such notice, and the Option will terminate upon the
expiration of such period.
12. Time of Granting Options. The date of grant of
an Option shall, for all purposes, be the date on which the
Committee makes the determination granting such Option, and
nothing contained in this Plan shall otherwise be construed as
the granting of an Option. Notice of the determination shall
be given to each Employee to whom an Option is so granted with-
in a reasonable time after the date of such grant.
13. Conditions Upon Issuance of Shares. Shares
shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and deliv-
ery of such Shares pursuant thereto shall comply with all rel-
evant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the
Company with respect to such compliance. An Optionee shall
execute and deliver all instruments of conveyance and transfer
and take such other action as the Committee may reasonably
request as a condition to the conveyance and transfer of
Optioned Stock to an Optionee. The Company shall not be obli-
gated pursuant to this Plan to register for sale under the
Securities Act of 1933, as amended, or any state securities or
"blue sky" law any Option or Shares.
-13-<PAGE>
14. Tax Withholding. The Company may withhold from
any amounts payable under this Plan all federal, state, city,
or other taxes as shall be required pursuant to any law or gov-
ernmental regulation or ruling. Each Optionee shall also agree
as a condition to receiving an Option hereunder, that the Com-
pany may withhold any such taxes which may be imposed with
respect to this Plan from the Optionee's compensation or, if
the Optionee is not then employed by the Company, Optionee
shall pay to Company the amount of any payroll taxes or tax
withholdings which the Company may deem necessary in order to
assure a tax deduction for benefits which are payable to the
Optionee in connection with this Plan. In addition, subject to
such rules and regulations as the Committee shall from time to
time establish, an Optionee shall be permitted to satisfy fed-
eral, state, or local taxes, if any, imposed at the time of the
exercise of the Option, at a rate equal to the Optionee's mar-
ginal rate of tax, by irrevocably electing to have the Company
deduct from the number of Shares of Optioned Stock otherwise
deliverable to the Optionee, Shares having a value equal to the
amount of tax required to be withheld. Any such Shares which
are used to satisfy tax withholding requirements shall be can-
celled by the Company.
15. Legal Limitations. If the Company's unrestrict-
ed and unreserved surplus is insufficient to allow payment for
any Shares required to be purchased by the Company hereunder,
then the Company agrees to take such reasonable steps as may be
necessary to authorize payment. In the event such authoriza-
tion cannot be secured, the Company's obligation to purchase
any such Shares shall be deferred until sufficient surplus is
available.
-14-<PAGE>
16. Suspension, Amendment and Termination of the
Plan.
(a) Suspension, Amendment and Termination. The
Board may suspend or terminate the Plan from time to time in
such respects as the Board may deem advisable. The following
revisions or amendments shall require approval of the holders
of a majority of the outstanding common shares of the Company
entitled to vote:
(i) any material increase in the number of
Shares subject to the Plan, other than in connection
with an adjustment under Section 11 of the Plan;
(ii) any material change in the designation of
the class of employees eligible to be granted
Options; or
(iii) any material increase in the benefits
accruing to participants under the Plan.
No Option may be granted under the Plan during any
suspension or after the termination thereof.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and
effect as if this Plan had not been amended or terminated,
unless mutually agreed otherwise between the Optionee and the
Committee, which agreement must be in writing and signed by the
Optionee and the Company.
-15-<PAGE>
17. Reservation of Shares. The Company, during the
term of this Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the re-
quirements of the Plan. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any Shares hereunder, shall re-
lieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority
shall not have been obtained.
18. No Employment Rights. Neither the establishment
nor continuation of the Plan, nor the granting of Options here-
under, shall be construed as conferring upon any Employee a
right of continuing employment by the Company or otherwise
restrict the Company's rights to discharge any Employee at any
time.
19. Other Benefits. The Options granted hereunder
or the acquisition of Optioned Stock through the exercise of an
Option shall not be includible as compensation to any Employee
for purposes of any other benefit plan sponsored or maintained
by the Company.
20. Shareholder Approval. Effectiveness of the Plan
shall be subject to approval by the shareholders of the Company
within twelve (12) months before or after the date the Plan is
adopted. If such shareholder approval is obtained at a duly
held shareholders' meeting, it may be obtained by the affirma-
tive vote of the holders of a majority of the outstanding
shares of the Company present or represented and entitled to
vote thereon.
-16-<PAGE>
HAWKEYE BANCORPORATION
By /s/
Its_____________________
Adopted January 28, 1992.
Approved by shareholders __________, 1992.
-17-
EXHIBIT 99(e)
HAWKEYE BANCORPORATION
SENIOR MANAGEMENT COMPENSATORY
STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Se-
nior Management Compensatory Stock Option Plan are to attract
and retain selected senior executive officers with experience
and ability; to reward those key executives for their contribu-
tion to the growth and profit of Hawkeye Bancorporation and
thereby motivate them to continue to make such contributions in
the future; and to encourage and enable those key executives,
upon whose judgment, initiative and effort Hawkeye Bancorpora-
tion and its subsidiaries are dependent for the successful con-
duct of business, to acquire a proprietary interest in Hawkeye
Bancorporation by ownership of its stock.
In no event shall options granted hereunder be con-
sidered as "incentive stock options," as defined in Section
422A of the Internal Revenue Code of 1986, as the same may be
amended.
2. Definitions. As used herein, the following
definitions shall apply:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Capital Stock" shall mean the common stock of
the Company.
(c) "Company" shall mean Hawkeye Bancorporation, an
Iowa corporation.
(d) "Committee" shall mean the Compensation Commit-
tee of the Company appointed by the Board of Directors.
(e) "Continuous Status as an Employee" shall mean
the absence of any interruption or termination of service
as an Employee. Continuous Status as an Employee shall
not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by
the Company; provided that such leave is for a period of
not more then ninety (90) days or reemployment upon the
-1-<PAGE>
expiration of such leave is guaranteed by contract or
statute.
(f) "Employee" shall mean any full-time and salaried
senior executive officer of the Company or a Subsidiary,
including officers who are also directors of the Company,
but not including directors who are not also officers.
(g) "Effective Date" shall mean January 22, 1991.
(h) "Option" shall mean a stock option granted pur-
suant to the Plan.
(i) "Optioned Stock" shall mean the Capital Stock
subject to or acquired under an Option.
(j) "Optionee" shall mean an Employee who receives
an Option.
(k) "Plan" shall mean this Senior Management Compen-
satory Stock Option Plan.
(l) "Share" shall mean a share of the Capital Stock,
as the same may be adjusted in accordance with Section 11
of the Plan.
(m) "Subsidiary" shall mean a "subsidiary corpora-
tion," whether now or hereafter existing, as defined in
Section 425(f) of the Internal Revenue Code of 1986, as
the same may be amended.
3. Stock Subject to the Plan. Subject to the pro-
visions of Section 11 of the Plan, the maximum aggregate number
of Shares which may be optioned and sold under the Plan is
Twenty-five Thousand (25,000) shares of Capital Stock. The
Company shall reserve such amount of Capital Stock for Options
which may be granted under the Plan (subject to adjustment as
provided in Section 11) and such Shares may be authorized, but
unissued, or reacquired Capital Stock. If an Option should
expire or become unexercisable for any reason without having
been exercised in full, the unpurchased Shares which were sub-
ject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan.
4. Administration of the Plan
(a) Procedure. The Plan shall be administered by
the Compensation Committee. The Committee shall consist
of three (3) or more persons, who shall be directors of
-2-<PAGE>
the Company, appointed by the Board of Directors and hav-
ing full authority to act in the matter, none of whom par-
ticipated in this Plan or any other stock option or other
stock plan of the Company or any of its affiliates within
the preceding year, and each of whom is a "disinterested
person" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934. For purposes of administering this
Plan, the Committee shall hold meetings at such times and
places as it determines. For purposes of administering
this Plan, a quorum of the Committee shall consist of a
majority of its members and the Committee may act by vote
of a majority of its members at a meeting at which a quo-
rum is present, or without a meeting by a written consent
to the action taken signed by all members of the Commit-
tee.
(b) Powers of the Committee. Subject to the provi-
sions of the Plan, and further subject to any directions
of the Board of Directors, the Committee shall have the
authority, in its discretion: (i) to grant Options, in
accordance with the Internal Revenue Code of 1986, as the
same may be amended; (ii) to determine the Employees to
whom, and the time or times in which, Options shall be
granted and the number of shares of Optioned Stock to be
represented by each Option (iii) to interpret the Plan;
(iv) to prescribe, amend, and rescind rules and regula-
tions relating to the Plan; (v) to determine the terms and
provisions of each Option granted (which need not be iden-
tical) and, with the consent of the holder thereof, modify
or amend each Option; (vi) to accelerate or defer (with
the consent of the Optionee) the exercise date of any Op-
tion; (vii) to authorize any person to execute on behalf
of the Company any instrument required to effectuate the
grant of an Option previously granted by the Committee;
(viii) to alter the terms and provisions of the Plan to
conform to changes in the law if the laws relating to
stock options are changed during the term of the Plan un-
less shareholder approval of such change is required; and
(ix) to make all other rules, conditions, and other deter-
minations deemed necessary or advisable for the adminis-
tration of the Plan.
In carrying out its duties and powers hereunder, the Com-
mittee may also seek or request non-binding advice or as-
sistance from such other persons as is necessary for
proper administration of the Plan.
(c) Effect and Grant of Options. All decisions, de-
terminations, and interpretations of the Committee shall
-3-<PAGE>
be final and binding on all Optionees and any other hold-
ers of any Options granted or Shares acquired under the
Plan, and their respective legal representatives, heirs,
and permitted assigns, unless otherwise determined by the
Board, which determination shall be final and conclusive.
The Board may, from time to time, provide directions to
the Committee on which Employees are to be granted Op-
tions, the exercise price per share of the Options, and
the number of shares of Optioned Stock which are to be
represented by any such Option, which directions shall be
strictly followed by the Committee.
(d) Benefits to be Paid by Company. While this Plan
will be administered by the Committee, it is expressly un-
derstood that the Company shall have the responsibility
for tendering stock or making cash payments, as the case
may be, as required under the Plan.
5. Eligibility to be Paid by Company. Options may
be granted only to an Employee who is a senior executive of-
ficer of the Company or its Subsidiaries and who is not a mem-
ber of the Compensation Committee. An Employee who has been
granted an Option may, if he or she is otherwise eligible, be
granted an additional Option or Options. Subject to the provi-
sions of the Plan, the Committee shall determine and designate
from time to time those Employees to whom Options are to be
granted and the number of Shares to be optioned thereunder.
All terms and conditions which may be attendant to such Option
shall be determined by the Committee and set forth in a Stock
Option Agreement to be entered into between the Optionee and
the Company. Nothing in the Plan shall be deemed to require
the Committee to grant an Option to any particular officer or
employee of the Company, except as may be selected by the Com-
mittee or directed by the Board (pursuant to Section 4(c)
hereof). The granting of an Option in any year shall not give
or entitle the Optionee to any right to similar option grants
in future years.
The amount of Capital Stock subject to outstanding
Options plus the amount of Capital Stock sold pursuant to the
exercise of Options in any preceding 12-month period shall not
exceed the greater of: (i) $500,000; (ii) 15 percent of the
Company's total assets measured as of the end of the Company's
most recent fiscal year; or (iii) 15 percent of the outstanding
shares of Capital Stock. In any case, the aggregate offering
price of Optioned Stock and Capital Stock issued pursuant to
the exercise of any Option in any preceding 12-month period,
shall not exceed $5,000,000. Further, the aggregate amount of
offers pursuant to this Plan in any 12-month period shall not
exceed the maximum levels set forth above.
-4-<PAGE>
6. Term of Plan. The Plan shall become effective
upon January 22, 1991. It shall continue in effect for a term
of five (5) years until the closing of business on January 22,
1996, unless sooner terminated under Section 16 of the Plan or
unless all options granted under this Plan have expired, termi-
nated or been exercised in full. The Plan shall maintain its
records on the basis of the calendar year, which shall consti-
tute the Plan Year.
7. Term of Option. The term of each Option shall
be five (5) years from the date of grant or such shorter term
as may be provided in the Stock Option Agreement; provided,
however, an Option may terminate sooner pursuant to the provi-
sions of Section 9 of this Plan. The exercise term specified
in the Stock Option Agreement shall be strictly enforced, and
all such Options shall expire at the end of such term if not
exercised or expired by another provision herein by such date.
8. Exercise Price and Consideration.
(a) The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be Six
Dollars ($6.00).
(b) The consideration to be paid for each share of
Optioned Stock, including the method of payment, shall be
determined by the Committee and may consist entirely of
cash, check, other shares of Capital Stock having a fair
market value on the date of surrender equal to the ag-
gregate exercise price of the Shares as to which said Op-
tion shall be exercised, or any combination of such meth-
ods of payment, or such other consideration and method of
payment for the issuance of Shares to the extent permitted
under the Iowa Business Corporation Act. In making its
determination as to the type of consideration to accept,
the Committee shall consider whether acceptance of such
consideration may be reasonably expected to benefit the
Company.
(c) The proceeds of sale of Optioned Stock are to be
added to the general funds of the Company available for
its corporate purposes as determined by the Board.
9. Exercise of Option
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Com-
mittee, including performance criteria with respect to the
-5-<PAGE>
Company and/or the Optionee, and as shall be permissible
under the terms of the Plan.
Each Option shall provide, as determined by the Committee,
the time or times, at which and the number of shares for
which it may be exercised. Unless otherwise provided in
each Option, an Option may be exercised either at one time
as to the total number of shares covered thereby, or from
time to time as to any portion thereof. However, an Op-
tion may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written no-
tice of such exercise has been given to the Company in ac-
cordance with the terms of the Option by the person en-
titled to exercise the Option and full payment for the
Optioned Stock has been received by the Company. Full
payment may, as authorized by the Committee, consist of
any consideration and method of payment allowable under
Section 8(b) of the Plan. Until the issuance (as evi-
denced by the appropriate entry on the books of the Com-
pany or of a duly authorized transfer agent of the Com-
pany) of the stock certificate evidencing such Shares, no
right to vote or receive dividends or any other rights as
a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock cer-
tificate is issued, except as provided in Section 11 of
the Plan.
Exercise of an Option in any manner shall result in a de-
crease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale un-
der the Option, by the number of Shares as to which the
Option is exercised.
(b) Vesting. Except in the case of death or dis-
ability, each Option granted under this Plan shall become
exercisable in full on the date which is six months after
the date the Option is granted to an Employee by the Com-
mittee.
(c) Termination of Status as an Employee. In the
event of termination of the employment of an Optionee for
any reason, other than death of the Optionee, whether by
reason of resignation or discharge or retirement, the Op-
tionee may, but only within thirty (30) days after the
date he ceases to be an Employee of the Company, exercise
his Option to the extent that he was entitled to exercise
it at the date of such termination; provided, however:
-6-<PAGE>
(i) in the event the Optionee's termination of em-
ployment with the Company is attributable to the
Optionee's disability (within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986), such
Optionee (or his duly appointed representative) may
exercise his Option at any time within six (6) months
from the date of his termination of employment;
(ii) in the event an Optionee is discharged for
cause, of which the Committee shall be the sole
judge, his or her Option shall expire on the date of
discharge;
(iii) the Committee in its sole discretion may de-
termine whether for the purpose of the Plan, an Op-
tionee who is on a leave of absence will be consid-
ered as still in the employ of the Company, and the
Committee in its sole discretion may determine
whether an Option may be exercised during a leave of
absence; and
(iv) in the event an Optionee should accept employ-
ment with a competitor, or enter into a competitive
business without the prior written approval of the
Board, the Option shall terminate on the date such
Optionee leaves the employ of the Company.
To the extent that the Optionee was not entitled to exer-
cise the Option at the date of such termination, or if he
does not exercise such Option (which he was entitled to
exercise) within the time periods specified herein, the
Option shall terminate.
(d) Death of Optionee. In the event of the death of
an Optionee:
(i) during the term of the Option, if such Optionee
is at the time of his death an Employee of the Com-
pany or a Subsidiary and has been in Continuous Sta-
tus as an Employee since the date of grant of the
Option, the Option may be exercised, at any time
within twelve (12) months following the date of
death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest
or inheritance; or
(ii) within thirty (30) days after the termination
of Continuous Status as an Employee, the Option may
be exercised, at any time within twelve (12) months
following the date of death, by the Optionee's estate
-7-<PAGE>
or by a person who acquired the right to exercise the
option by bequest or inheritance.
10. Non-Transferability of Options. An Option may
not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of
descent or distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of
1986, as amended, 26 U.S.C. Section 1 et seq, or Title I of the
Employee Retirement Income Security Act, or the rules
thereunder. An option may be exercised, during the lifetime of
the Optionee, only by the Optionee.
11. Adjustable Upon Changes in Capitalization or
Merger. Subject to any required action by the shareholders of
the Company, the number of shares of Capital Stock covered by
each outstanding Option, and the number of shares of Capital
Stock which have been authorized for issuance under the Plan
but as to which no Options have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Capital Stock covered
by each such outstanding Option, shall be proportionately ad-
justed for any increase or decrease in the number of issued
shares of the Company's common stock resulting from a stock
split, reverse stock split, stock dividend, combination or re-
classification of such common stock, or any other increase or
decrease in the number of issued shares of common stock ef-
fected without receipt of consideration by the Company; pro-
vided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected with-
out receipt of consideration." Such adjustment shall be made
by the Committee, whose determination in that respect shall be
final, binding, and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Capi-
tal Stock subject to an Option.
In the event of the proposed dissolution or liquida-
tion of the Company, the Option will terminate immediately
prior to the consummation of such proposed action, unless oth-
erwise provided by the Committee. The Committee may, in the
exercise of its sole discretion in such instances, declare that
any Option shall terminate as of a date fixed by the Committee
and give each Optionee the right to exercise his Option as to
all or any part of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable. In the
event of a Change in Control, the Option shall be assumed or an
-8-<PAGE>
equivalent option shall be substituted by such successor corpo-
ration or a parent or subsidiary of such successor corporation,
unless the Committee determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that
the Optionee shall have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable at such time. If the
Committee makes an Option fully exercisable in lieu of as-
sumption or substitution in the event of a merger or sale of
assets, the Committee shall notify the Optionee that the Option
shall be fully exercisable for a period of ten (10) days from
the date of such notice, and the Option will terminate upon the
expiration of such period.
12. Time of Granting Options. The date of grant of
an Option shall, for all purposes, be the date on which the
Committee makes the determination granting such Option, and
nothing contained in this Plan shall otherwise be construed as
the granting of an Option. Notice of the determination shall
be given to each Employee to whom an Option is so granted
within a reasonable time after the date of such grant.
13. Conditions Upon Issuance of Shares. Shares
shall not be issued pursuant to the exercise of an Option un-
less the exercise of such Option and the issuance and delivery
of such Shares pursuant thereto shall comply with all relevant
provision of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regu-
lations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance. An Optionee shall
execute and deliver all instruments of conveyance and transfer
and take such other action as the Committee may reasonably re-
quest as a condition to the conveyance and transfer of Optioned
Stock to an Optionee. The Company shall not be obligated pur-
suant to this Plan to register for sale under the Securities
Act of 1933, as amended, or any state securities or "blue sky"
law any Option or Shares.
14. Tax Withholding. The Company may withhold from
any amounts payable under this Plan all federal, state, city,
or other taxes as shall be required pursuant to any law or gov-
ernmental regulation or ruling. Each Optionee shall also agree
as a condition to receiving an Option hereunder, that the Com-
pany may withhold any such taxes which may be imposed with re-
spect to this Plan from the Optionee's compensation or, if the
Optionee is not then employed by the Company, Optionee shall
pay to Company the amount of any payroll taxes or tax withhold-
ings which the Company may deem necessary in order to assure a
-9-<PAGE>
tax deduction for benefits which are payable to the Optionee in
connection with this Plan. In addition, subject to such rules
and regulations as the Committee shall from time to time estab-
lish, an Optionee shall be permitted to satisfy federal, state,
or local taxes, if any, imposed at the time of the exercise of
the Option, at a rate equal to the Optionee's marginal rate of
tax, by irrevocably electing to have the Company deduct from
the number of Shares of Optioned Stock otherwise deliverable to
the Optionee, Shares having a value equal to the amount of tax
required to be withheld. Any such Shares which are used to
satisfy tax withholding requirements shall be cancelled by the
Company.
15. Legal Limitations. If the Company's unre-
stricted and unreserved surplus is insufficient to allow pay-
ment for any Shares required to be purchased by the Company
hereunder, then the Company agrees to take such reasonable
steps as may be necessary to authorize payment. In the event
such authorization cannot be secured, the Company's obligation
to purchase any such Shares shall be deferred until sufficient
surplus is available.
16. Suspension, Amendment and Termination of the
Plan.
(a) Suspension, Amendment and Termination. The
Board may suspend or terminate the Plan from time to time
in such respects as the Board may deem advisable. The
following revisions or amendments shall require approval
of the holders of a majority of the outstanding common
shares of the Company entitled to vote:
(i) any material increase in the number of Shares
subject to the Plan, other than in connection with an
adjustment under Section 11 of the Plan;
(ii) any material change in the designation of the
class of employees eligible to be granted Options; or
(iii) any material increase in the benefits accruing
to participants under the Plan.
No Option may be granted under the Plan during any suspen-
sion or after the termination thereof.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect Op-
tions already granted and such Options shall remain in
full force and effect as if this Plan had not been amended
or terminated, unless mutually agreed otherwise between
-10-<PAGE>
the Optionee and the Committee, which agreement must be in
writing and signed by the Optionee and the Company.
17. Reservation of Shares. The Company, during the
term of this Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the re-
quirements of the Plan. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any Shares hereunder shall re-
lieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority
shall not have been obtained.
18. No Employment Rights. Neither the establishment
nor continuation of the Plan, nor the granting of Options here-
under, shall be construed as conferring upon any Employee a
right of continuing employment by the Company or otherwise re-
strict the Company's rights to discharge any Employee at any
time.
19. Other Benefits. The Options granted hereunder
or the acquisition of Optioned Stock through the exercise of an
Option shall not be includible as compensation to any Employee
for purposes of any other benefit plan sponsored or maintained
by the Company.
20. Shareholder Approval. Effectiveness of the Plan
shall be subject to approval by the shareholders of the Company
within twelve (12) months before or after the date the Plan is
adopted. If such shareholder approval is obtained at a duly
held shareholders' meeting, it may be obtained by the affirma-
tive vote of the holders of a majority of the outstanding
shares of the Company present or represented and entitled to
vote thereon.
HAWKEYE BANCORPORATION
By: /s/ Robert W. Murray
Its President
-11-<PAGE>
Adopted January 22, 1991.
Approved by shareholders April 9, 1991.
-12-
