EXHIBIT 4.2
ANB CORPORATION STOCK OPTION PLAN
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ANB Corporation Stock Option Plan
1. Purpose. The purpose of the ANB Corporation Stock Option Plan (the "Plan") is
to provide to certain key employees of ANB Corporation (the "Corporation") and
its majority-owned and wholly-owned subsidiaries (individually a "Subsidiary"
and collectively the "Subsidiaries") who are materially responsible for the
management or operation of the business of the Corporation or a Subsidiary, a
favorable opportunity to acquire Common Stock of the Corporation, thereby
encouraging key employees ownership in the Corporation, providing a long-term
incentive for key employees to enhance shareholder value and encouraging key
employees to make a career commitment to the Corporation.
2. Administration of the Plan. The Plan shall be administered, construed and
interpreted by the Corporation Compensation Committee of the Board of Directors
(the "Committee"), (consisting of at least three members of the Board of
Directors of the Corporation) who shall be designated from time to time by the
Board of Directors of the Corporation. If a member of the Committee, for any
reason, shall cease to serve, the vacancy may be filled by the Board of
Directors. Any Member of the Committee may be removed, at any time, with or
without cause, by the Board of Directors. No member of the Committee shall be
eligible, at any time when he is such a member or within one year prior to his
appointment to the Committee, to be granted an option under the Plan or to be
selected as a person to whom stock, or options, may be allocated or granted
under any other plan of the Corporation or any of its Subsidiaries. The decision
of a majority of the members of the Committee shall constitute the decision of
the Committee, and the Committee may act either at a meeting at which a majority
of the members of the Committee is present or by a written consent signed by all
members of the Committee. The Committee shall have the sole, final and
conclusive authority to determine, consistent with and subject to the provisions
of the Plan:
(a) the individuals (the "Optionees") to whom options or successive
options shall be granted under the Plan;
(b) the time when options shall be granted hereunder;
(c) the number of shares of stock of the Corporation to be covered
under each option;
(d) the option price to be paid upon the exercise of each option;
(e) the period within which each option may be exercised; and
(f) the terms and conditions of the respective option agreements by
which options granted shall be evidenced.
The Committee shall also have authority to prescribe, amend and rescind rules
and regulations relating to the Plan, and to make all other determinations
necessary or advisable in the administration of the Plan.
3. Eligibility. Options may be granted only to officers (including officers who
are members of the Board of Directors) and other key employees of the
Corporation or of a Subsidiary who in the opinion of the Committee are from time
to time materially responsible for the management or operation of the business
of the Corporation or of a Subsidiary. Subject to the provisions of Section 4
hereof, an
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individual who has been granted an option under the Plan, if he is otherwise
eligible, may be granted an additional option or options if the Committee shall
so determine.
4. Stock Subject to the Plan. There shall be reserved for issuance upon the
exercise of options granted under the Plan, Seventy Five Thousand (75,000)
shares of Common Stock, without par value, of the Corporation, which may be
authorized but unissued shares or treasury shares of the Corporation. Subject to
Section 6 hereof, the shares for which options may be granted under the Plan
shall not exceed that number. If any option shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall (unless the Plan shall have terminated) become available for other
options under the Plan.
5. Terms of Option. Each option granted under the Plan shall be evidenced by an
option Agreement between the Corporation and the Optionee and shall be subject
to the following terms and conditions and to such other terms and conditions not
inconsistent therewith as the Committee may deem appropriate in each case:
(a) Option Price. The price to be paid for shares of stock upon the
exercise of each option shall be determined by the Committee at the time such
option is granted. The price shall not be less than seventy five percent (75%)
of the fair market value, of such stock on the date on which such option is
granted.
(b) Period for Exercise of Option. An option shall not be exercisable
after the expiration of such period as shall be fixed by the Committee at the
time such option is granted, but such period in no event shall exceed ten (10)
years from the date on which such option is granted.
(c) Exercise of Options. Except as otherwise provided herein, each
Optionee must remain in the employ of the Corporation or of a Subsidiary for one
year from the date the option is granted before he can exercise any part
thereof. However, an Optionee's right to exercise shall not be lost because he
is subsequently transferred to the employ of a Subsidiary or to the employ of
the Corporation. After such one-year period, options will be exercisable as
provided herein. Each option will be divided into four installments with each
installment to be approximately equal in size. The first installment shall not
be exercisable until after one year from the date the option is granted, and
each succeeding installment shall not be exercisable until one year from the
date that the prior installment became exercisable. When the right to exercise
any installment accrues, the Shares included in that installment may be
purchased at that time or from time to time thereafter during the term of the
option. However, an option, unless it has earlier expired and subject to the
provisions hereof and to any provisions in the option Agreement, may be
exercised (1) immediately upon or at any time after the attainment by the
Optionee of age 65, or (2) upon the occurrence of such special circumstance or
event or at such earlier times as the Committee may determine, either at or
subsequent to the time of grant.
Notwithstanding the installments set forth above, an option (as to
all shares of Common Stock remaining subject to the option) shall be exercisable
early at any time during the 30-day period immediately following the day on
which the first of the following events has occurred: (i) the purchase of shares
of Common Stock pursuant to a tender offer or exchange offer (other than an
offer by the Corporation) for all, or any part of, the Common Stock, (ii) a
Change in Control of the Corporation (as defined in this paragraph) or (iii) the
date of approval by the shareholders of the Corporation of an agreement for a
merger in which the Corporation will not survive as an independent corporation,
a
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consolidation, or a sale, exchange or other disposition of all or substantially
all the Corporation's assets. A "Change in Control" is deemed to occur at the
time when any entity, person or group (other than the Corporation, any
subsidiary or any savings, pension or other benefit plan for the benefit of
employees of the Corporation or its Subsidiaries) which theretofore beneficially
owns less than 25 percent of the Common Stock then outstanding acquires shares
of Common Stock in a transaction or series of transactions that results in such
entity, person or group directly or indirectly owning beneficially 25 percent or
more of the outstanding Common Stock. The foregoing early exercisability of
options shall occur automatically unless the Committee has directed otherwise at
least one day prior to the earliest day on which any of the foregoing events
(i), (ii) or (iii) has occurred.
The option price of each share of stock purchased upon exercise of an
option shall be paid in full in cash at the time of such exercise; provided,
however, that an Optionee may, with the approval of the Committee, exercise his
option in whole or in part by tendering to the Corporation whole shares of the
Corporation's Common Stock, without par value, owned by him of any combination
of whole shares of the Corporation's Common Stock, without par value, owned by
him and cash, having a fair market value equal to the cash exercise price of the
shares with respect to which the option is being exercised.
An option may be exercised only by written notice to the Corporation,
mailed to the attention of its Secretary, signed by the Optionee (or such other
person or persons as shall demonstrate to the Corporation his or their right to
exercise the option), specifying the number of shares in respect of which it is
being exercised, and accompanied by payment of the option price for such shares.
The certificate or certificates for the shares as to which the option is
exercised shall be registered in the name of the person or persons so exercising
the option and shall be delivered to or upon the order of such person or
persons, as soon as practicable after such written notice is received by the
Corporation. An Optionee shall not have any rights of a shareholder in respect
to the shares of stock subject to an option until such shares are purchased upon
exercise of such option.
If an Optionee's employment with the Corporation or a Subsidiary
terminates for any reason other than Retirement at the Normal Retirement Age or
death of the Optionee, he may, but only within the 30-day period immediately
following such termination of employment and in no event later than the
expiration date specified in the option Agreement, exercise his option to the
extent that he was entitled to exercise at the date of such termination. Normal
Retirement Age shall be the "Normal Retirement Age" specified in the ANB
Corporation Employees Pension Plan as amended from time to time. The transfer of
an employee to the employ of the Corporation or to the employ of a Subsidiary,
shall not be deemed a termination of employment for purposes of the Plan.
If an Optionee's employment with the Corporation or any Subsidiary
terminates due to Retirement at the Normal Retirement Age, he may, but only
within the twelve-month period immediately following such Retirement and in no
event later than the expiration date specified in the Stock Option Agreement,
exercise his option to the extent that he was entitled to exercise it at the
date of such termination.
If an Optionee dies (whether prior to or after termination of
employment) while he is entitled to exercise an option, it may, to the extent
that the Optionee was entitled to exercise on the date of his death, be
exercised during the twelve-month period immediately following the Optionee's
death by the person or persons to whom his rights to it shall pass by his will
or by the applicable laws of descent and
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distribution; provided, however, that no such option may be exercised later than
the expiration date specified in the option Agreement.
Nothing contained in the Plan nor in any Option Agreement executed
pursuant to the Plan shall confer upon the Optionee any right to continued
employment by the Corporation or a Subsidiary or limit in any way the right of
the Corporation or a Subsidiary to terminate his employment, with or without
cause, at any time.
(d) Nontransferability of Option. An option may not be transferred by
the Optionee otherwise than by will or the laws of descent and distribution, and
during the lifetime of the Optionee shall be exercisable only by him.
(e) Investment Representations. Unless the shares subject to an
option are registered under the applicable federal and state securities laws,
each Optionee by accepting an option shall be deemed to agree for himself and
his legal representatives that any option granted to him and any and all shares
of Common Stock purchased upon the exercise of the option shall be acquired for
investment and not with a view to. or for the sale in connection with, any
distribution thereof, and each notice of the exercise of any portion of an
option shall be accompanied by a representation in writing, signed by the
Optionee or his legal representatives, as the case may be, that the shares of
Common Stock are being acquired in good faith for investment and not with a view
to, or for sale in connection with, any distribution thereof (except in case of
the Optionee's legal representatives for distribution, but not for sale, to his
legal heirs, legatees and other testamentary beneficiaries). Any shares issued
pursuant to an exercise of an option may bear a legend evidencing such
representations and restrictions.
6. Adjustment of Shares. In the event of any change after the effective date of
the Plan in the outstanding stock of the Corporation by reason of any
reorganization, recapitalization, stock liquidation, or any other change after
the effective date of the Plan in the nature of the shares of stock of the
Corporation, the Committee shall determine what changes, if any, are appropriate
in the number and kind of shares reserved under the Plan, and in the option
price under and the number and kind of shares covered by outstanding options
granted under the Plan. Any determination of the Committee hereunder shall be
conclusive.
7. Amendment. The Board of Directors of the Corporation may amend the Plan from
time to time and, with the consent of the Optionee, the terms and provisions of
his option.
No amendment of the Plan, however, may, without the consent of the Optionees,
make any changes in any outstanding options theretofore granted under the Plan
which would adversely affect the rights of such Optionees.
8. Termination. The Board of Directors of the Corporation may terminate the Plan
at any time and no option shall be granted thereafter. Such termination,
however, shall not affect the validity of any option theretofore granted under
the Plan. In any event, no option may be granted under the Plan after the date
which is ten years from the date the Corporation's Board of Directors adopts the
Plan.
9. Successors. This Plan shall be binding upon the successors and assigns of the
Corporation.
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10. Governing Law. The terms of any options granted hereunder and the rights and
obligations hereunder of the Corporation, the Optionees and their successors in
interest shall, except to the extent governed by federal law, be governed by
Indiana law.
11. Government and Other Regulations. The obligations of the Corporation to
issue or transfer and deliver shares under options granted under the Plan shall
be subject to compliance with all applicable laws, governmental rules and
regulations, and administrative action.
12. Effective Date and Term of the Plan. The Plan shall become effective only
upon approval by the Board of Directors and the Shareholders of the Corporation,
and no options shall be granted under the Plan after December 31, 1999.
This Plan approved by shareholders at the annual meeting held March 21, 1990.
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FIRST AMENDMENT TO
ANB CORPORATION STOCK OPTION PLAN
WHEREAS, the Board of Directors ("Board") and shareholders of ANB
Corporation (the "Corporation") have approved and adopted the ANB Corporation
Stock Option Plan (the "Plan") pursuant to which stock options are granted to
key employees of the Corporation and its subsidiaries; and
WHEREAS, pursuant to Section 7 of the Plan, the Board reserved the right to
amend the Plan; and
WHEREAS, the Board has determined to amend the Plan in certain respects;
NOW, THEREFORE, the Plan be and it hereby is amended, effective with
respect to options which are or become exercisable under the Plan on and after
April 1, 1995, by adding a new Section 13 to the Plan to read as follows:
"13. Income and Employment Tax Withholding. With respect to Common
Stock to be issued pursuant to the exercise of an option, the
Committee may, in its discretion and subject to such rules as it
may adopt, permit the Optionee to elect to satisfy, in whole or
in part, any withholding tax obligation which may arise in
connection with the exercise of the option by having the
Corporation retain shares of Common Stock which would otherwise
be issued in connection with the exercise of the option or accept
delivery from the Optionee of shares of Common Stock having a
fair market value equal to the amount of the withholding tax to
be satisfied by such retention or delivery."
The Plan shall remain the same in all other respects.
IN WITNESS WHEREOF, the Corporation, by its officers thereunder duly
authorized, have executed and delivered this First Amendment to ANB Corporation
Stock Option Plan this 19th day of April, 1995, but effective as of the date
specified above. ANB CORPORATION
By: /s/JAMES R. SCHRECONGOST
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James R. Schrecongost, President
ATTEST: [SEAL]
By: /s/ J. PAUL BOLTZ
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Secretary
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