EXHIBIT 4.4
ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN
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ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN
1. Purpose. The purpose of the ANB Corporation 1996 Directors' Stock Option
Plan (the "Plan") is to provide to non-employee members of the Board of
Directors of ANB Corporation (the "Corporation"), an opportunity to acquire
common voting stock of the Corporation ("Common Stock"), thereby encouraging
such non-employee directors' ownership in the Corporation and providing a
long-term incentive for non-employee directors to enhance shareholder value. The
Plan provides for the granting of solely nonqualified stock options ("NSOs").
2. Administration of the Plan. The Plan shall be administered, construed
and interpreted by a committee comprised of at least two (2) non-eligible
members of the Board of Directors (the "Committee"), 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 shall 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/she is such a member or within
one (1) year prior to his/her appointment to the Committee, to be granted an
option under the Plan. 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.
(a) Rule 16b-3 Compliance. Notwithstanding any Plan provision to the
contrary, the Plan is intended to meet the requirements of Rule
16b-3(c)(2)(ii) adopted under the Securities Exchange Act of 1934, as
amended (or its successor) ("Act"), and accordingly is intended to be
self-governing. To this end, the Plan requires no discretionary action
by any administrative body with regard to any transaction hereunder.
To the extent, if any, that any questions of interpretation arise,
such questions shall be resolved by the Committee. Transactions under
the Plan are intended to comply with all applicable conditions of Rule
16b-3 under the Securities Exchange Act of 1934 (or its successors).
To the extent any provision of this Plan or any action by the
Committee or the Board fails to so comply, it shall be deemed null and
void to the extent permitted by law and deemed advisable by the
Committee.
(b) Stock Options Agreements. Each option granted under the Plan shall be
evidenced by a written stock option agreement which contains terms and
conditions established by the Committee consistent with the provisions
of the Plan. The Committee also shall have authority to prescribe,
amend or rescind rules and regulations relating to the Plan, and to
make all other determinations and interpretations necessary or
advisable in connection with the administration of the Plan. The
Committee's determinations and interpretations shall be final and
conclusive.
3. Eligibility. Options may be granted hereunder only to non-employee
members of the Board of Directors.
4. Stock Subject to the Plan. There shall be reserved for issuance upon the
exercise of options granted under the Plan Ninety-six thousand (96,000) shares
of Common Stock, without par value, which may be authorized but unissued shares
of the Corporation. Subject to the provisions of Section 9,
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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 the grant of other options
under the Plan.
The Committee annually shall grant to each non-employee director
("Optionee") who is a director on the date of grant an option to acquire four
thousand (4,000) shares of Common Stock ("Election Options"). Election Options
shall be granted on the first (1st) day of the month following the month in
which the Annual Meeting of Shareholders is held. The Committee shall not have
any authority to exercise discretion with respect to an Optionee's eligibility
for Election Options or with respect to the number of Election Options granted.
The first Election Options shall be granted on May 1, 1996.
5. Terms of Option. The stock option agreement between the Corporation and
the Optionee shall be subject to the following terms and conditions:
(a) Option Price. The price to be paid for each share of Common Stock upon
the exercise of each option shall not be less than the Fair Market
Value of such stock determined on the date the option is granted. For
all purposes of the Plan, the term "Fair Market Value" shall be the
mean between the reported closing bid and asked prices for the shares
of Common Stock as quoted by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"). If the Common Stock is
not quoted by NASDAQ, its Fair Market Value shall be determined by the
Committee based upon the quotations of the entities which make a
market in the Corporation's Common Stock and such other factors as the
Committee shall deem appropriate.
(b) Period for Exercise of Option. All options granted under the Plan
shall not be exercisable after the expiration of ten (10) years from
the date on which such option is granted.
(c) Exercise of Options. Except as otherwise provided herein, each
Optionee must serve as a director of the Corporation for one (1) year
from the date the option is granted before he/she can exercise any
part thereof. After such one (1) year period, options will be
exercisable as provided herein. Each option will be divided into four
(4) installments with each installment to be approximately equal in
size. The first installment shall not be exercisable until after one
(1) year from the date the option is granted, and each succeeding
installment shall not be exercisable until one (1) year from the date
that the prior installment became exercisable. When the right to
exercise any installment accrues, the shares of Common Stock included
in that installment may be purchased at that time or from time to time
thereafter during the term of the option. Provided, 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 Optionee attains age
seventy (70) or (2) at any time during the thirty (30) day period
immediately following the day on which a Change in Control of the
Corporation occurs.
(i) The option price of each share of Common Stock purchased upon the
exercise of an option shall be paid in full in cash at the time
of such exercise. Provided,
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however, an Optionee may, with the approval of the Committee,
exercise his/her option in whole or in part by tendering to the
Corporation whole shares of Common Stock without par value, owned
by him/her or any combination of whole shares of Common Stock and
cash, which have a Fair Market Value equal to the cash exercise
price of the shares with respect to which the option is being
exercised.
(ii) An option may be exercised only by written notice to the
Corporation, mailed to the attention of its Treasurer, signed by
the Optionee (or such other person or persons as shall
demonstrate to the Corporation his/her or their right to exercise
the option), specifying the number of shares with respect to
which it is being exercised and accompanied by payment of the
option price for such shares. Subject to the provisions of
Sections 7 and 8, 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 who exercised 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 actually issued.
(iii) If an Optionee ceases to serve as a director of the Corporation
for any reason other than for cause, as defined in Section
5(c)(vi) or after attaining age seventy (70) or on account of
death, he/she may, but only within the thirty (30) day period
immediately following such termination of director status and in
no event later than the expiration date specified in the option
agreement, exercise his/her option to the extent that he/she was
otherwise entitled to exercise the option at the date of such
termination of director status.
(iv) If an Optionee ceases to serve as a director of the Corporation
on or after the Optionee attains age seventy (70), he/she may,
but only within the twelve (12) month period immediately
following the effective date on which the Optionee ceases to
serve as a director and in no event later than the expiration
date specified in the stock option agreement, exercise his/her
option to the extent that he/she was entitled to exercise it at
the effective date of such termination of director status.
(v) If an Optionee dies (whether prior to or after ceasing to serve
as a director) while he/she is entitled to exercise an option,
such option, to the extent that the Optionee was entitled to
exercise on the date of his/her death, may be exercised during
the twelve (12) month period immediately following the Optionee's
death, by the person or persons to whom his/her rights to such
option shall pass by his/her will or by the applicable laws of
descent and distribution. Provided, however, no such option may
be exercised later than the expiration date specified in the
option agreement.
(vi) If an Optionee is removed from the Board of Directors of the
Corporation for cause, no previously unexercised option granted
hereunder may be exercised.
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Rather, all unexercised options shall terminate effective on the
date the Optionee receives notice of his/her removal for cause.
As used in this Plan, "for cause" shall be defined as follows:
(A) the willful and continued failure of an Optionee to perform
his/her required duties as a director of the Corporation; (B)
action by an Optionee as a director which involves willful
misfeasance or gross negligence; (C) the requirement or direction
of a federal or state regulatory agency having jurisdiction over
the Corporation to terminate the directorship of an Optionee; (D)
conviction of an Optionee of the commission of any criminal
offense involving dishonesty or breach of trust; or (E) any
intentional breach by an optionee of a material term, condition
or covenant of any agreement between the Optionee and the
Corporation.
(vii) No option may be exercised in whole or in part until the plan
has been approved by the Board and the shareholders of the
Corporation.
(viii) Nothing contained in the Plan or in any option agreement
executed pursuant to the Plan shall confer upon the Optionee any
right to continued service as a director of the Corporation or
limit in any way the right of the shareholders of the Corporation
and the members of the Board to remove him/her from the Board of
Directors.
6. Nontransferability of Option. An option may not be transferred by an
Optionee other than by will or the laws of descent and distribution, and during
the lifetime of the Optionee shall be exercisable (to the extent exercisable)
only by him/her. No option or any rights or privileges pertaining thereto shall
be transferred, assigned, pledged or hypothecated by him/her in any way, whether
by operation of law or otherwise and shall not be subject to execution,
attachment, or similar process.
7. 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/herself
and his/her legal representatives that any option granted to him/her 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/her 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/her legal heirs, legatees and other testamentary beneficiaries). Any
shares issued pursuant to an exercise of an option shall bear a legend
evidencing such representations and restrictions.
8. Issuance of Shares and Compliance with Securities Act. The Corporation
may postpone the issuance and delivery of shares of Common Stock upon the
exercise of any option hereunder until: (a) the admission of such shares to
listing on any stock exchange on which shares of the Corporation of the same
class are then listed and (b) the completion of such registration or other
qualification of such shares under any state or federal law, rule or regulation
as the Corporation shall determine to be necessary or advisable. Any person
exercising an option hereunder shall make such representation and furnish such
information as, in the opinion of counsel for the Corporation, may be
appropriate to permit the Corporation, in lieu of the existence or non-existence
of an effective
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registration statement with respect to such shares under the Securities Act of
1933, as amended, to issue the shares in compliance with the provision of that
or any comparable act.
9. Changes in Stock.
(a) Adjustment of Shares. In the event of any change in the Common Stock
of the Corporation through stock splits, stock dividends, split-ups,
recapitalizations, reclassifications, conversions, or otherwise, or in
the event that other stock shall be converted into or substituted for
the present Common Stock as the result of any merger, consolidation,
reorganization, or similar transaction which results in a Change in
Control of the Corporation, then the Committee shall make appropriate
adjustment or substitution in the aggregate number, price and kind of
shares available under the Plan and in the number, price and kind of
shares covered under any options granted or to be granted under the
Plan. Specifically, the number of shares subject to options granted
and to be granted and the purchase price per share upon the exercise
of the option shall be correspondingly adjusted, so that, by virtue of
such change in the Common Stock of the Corporation, each Optionee
shall have the right to purchase: (i) that number of shares of common
stock hereunder which have a Fair Market Value, as of the date of such
change in the Common Stock, equal to the Fair Market Value of the
shares of Common Stock of the Corporation theretofore subject to
his/her option, and (ii) for a purchase price per share which, when
multiplied by the number of shares of common stock after such change
in the Common Stock of the Corporation which were subject to the
option, shall equal the aggregate exercise price at which the Optionee
could have acquired all of the shares of Common Stock theretofore
optioned to the Optionee. The Committee's determination in this
respect shall be final and conclusive. Provided, however, that the
Corporation shall not, and shall not permit its Subsidiaries to,
recommend, facilitate, or agree or consent to a transaction or series
of transactions which would result in a Change of Control of the
Corporation unless and until the person or persons or entity or
entities acquiring or succeeding to the assets or capital stock of the
Corporation or any of its Subsidiaries as a result of such transaction
or transactions agrees to be bound by the terms of the Plan insofar as
it pertains to options theretofore granted but unexercised and agrees
to assume and perform the obligations of the Corporation hereunder.
(b) Conversion of Shares. In the event of a Change in Control of the
Corporation pursuant to which another person or entity acquires
control of the Corporation (such other person or entity being the
"successor"), the kind of shares of Common Stock which shall be
subject to the Plan and to each outstanding option shall,
automatically by virtue of such Change in Control of the Corporation,
be converted into and replaced by shares of common stock, or such
other class of securities having rights and preferences no less
favorable than common stock of the successor, and the number of shares
subject to the option and the purchase price per share upon exercise
of the option shall be correspondingly adjusted, so that, by virtue of
such Change in Control of the Corporation, each Optionee shall have
the right to purchase: (i) that number of shares of common stock of
the successor which have a Fair Market Value equal, as of the date of
such Change in Control of the Corporation, to the Fair Market Value,
as of the date of such Change in Control, of the shares of Common
Stock of the Corporation theretofore subject to his/her option, and
(ii) for a purchase price per share which, when multiplied
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by the number of shares of common stock of the successor subject to
the option, shall equal the aggregate exercise price at which the
Optionee could have acquired all of the shares of Common Stock
theretofore optioned to the Optionee.
10. Amendment.
(a) Authority to Amend. The Board of Directors (except as otherwise
required by applicable law, rule or regulations, including without any
limitation any shareholder approval of the safe harbor rule
promulgated under the Securities Exchange Act of 1933) may at any time
without the approval of the shareholders of the Corporation, amend,
suspend or discontinue the Plan at any time and, with the consent of
the Optionee, the terms and provisions of his option.
(b) Limitations on Amendments. Notwithstanding the provisions of
subsection (a), the Board of Directors may not amend Section 4 more
than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or
the rules thereunder, and without the approval of the shareholders of
the Corporation, make any alteration which would: (i) increase the
aggregate number of shares subject to options under the Plan, except
as provided in Section 9; (ii) decrease the minimum option price,
except as provided in Section 9; (iii) permit any member of the
Committee to become eligible to receive the grant of an option under
the Plan; (iv) withdraw administration of the Plan from the Committee
or the Board of Directors; (v) extend the term of the Plan or the
maximum period during which any option may be exercised; (vi) change
the manner of determining the option price; (vii) change the class of
individuals eligible to receive the grant of an option under the Plan;
or (viii) without the consent of the holder of an option, alter or
impair any option previously granted under the Plan. No amendment to
the Plan 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.
11. Termination. The Board of Directors may terminate the Plan at any time
and no options 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 (10)
years from the date the Board of Directors adopts the Plan.
12. Successors. This Plan shall be binding upon the successors and assigns
of the Corporation.
13. 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.
14. 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.
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15. Limitation of Liability. No member of the Board of Directors of the
Corporation shall be personally liable for any action, omission, or
determination made in good faith in connection with the Plan.
16. No Guarantee of Continued Service as a Director. Nothing contained in
the Plan or in any stock option agreement executed pursuant to the Plan shall
confer upon the Optionee any right to continued service as a director of the
Corporation or limit in any way the right of the Corporation to remove him/her
as a director, with or without cause, at any time.
17. Definitions.
(a) The term "Board" or "Board of Directors" used herein shall mean the
Board of Directors of the Corporation, unless the context clearly
requires otherwise, and to the extent that any powers and discretion
vested in the Board of Directors are delegated to any Committee of the
Board, the term "Board" or "Board of Directors" shall also mean such
Committee.
(b) The term "Subsidiary" or "Subsidiaries" used herein shall mean any
banking institution or other corporation more than fifty percent (50%)
of whose total combined voting stock of all classes is held by the
Corporation or by another corporation qualifying as a Subsidiary
within this definition.
(c) The term "Change in Control of the Corporation" used herein shall mean
(i) any merger, consolidation or similar transaction which involves
the Corporation or any Subsidiary and in which persons who are the
shareholders of the Corporation immediately prior to such transaction
own, immediately after such transaction, shares of the surviving or
combined entity which possess voting rights equal to or less than
fifty percent (50%) of the voting rights of all shareholders of such
entity, determined on a fully diluted basis; (ii) any sale, lease,
exchange, transfer or other disposition of all or any substantial part
of the consolidated assets of the Corporation; (iii) any tender,
exchange, sale or other disposition (other than dispositions of the
stock of the Corporation or any Subsidiary in connection with
bankruptcy, insolvency, foreclosure, receivership or other similar
transactions) or purchases (other than purchases by the Corporation or
any corporation- sponsored employee benefit plan, or purchases by
members of the Board of Directors or any Subsidiary) of shares which
represent more than twenty-five percent (25%) of the voting power of
the Corporation or any Subsidiary; (iv) during any period of two (2)
consecutive years during the term of the Plan specified in Section 18,
individuals who at the date of the adoption of the Plan constitute the
Board of Directors cease for any reason to constitute at least a
majority thereof, unless the election of each director at the
beginning of such period has been approved by directors representing
at least a majority of the directors then in office who were directors
on the date of the adoption of the Plan; (v) a majority of the Board
of Directors recommends the acceptance of or accept any agreement ,
contract, offer or other arrangement providing for, or any series of
transactions resulting in, any of the transactions described above.
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18. Effective Date and Term of the Plan. The Plan shall become effective
only upon approval by the Board of Directors and Shareholders of the
Corporation. Options may be granted under the Plan for a percent of ten (10)
years commencing on May 1, 1996.
ANB CORPORATION
By: /s/ JAMES R. SCHRECONGOST
--------------------------------
James R. Schrecongost, President
ATTEST: [SEAL]
By: /s/ JAMES W. CONVY
-------------------
Secretary
APPROVED BY THE SHAREHOLDERS OF THE CORPORATION ON April 17, 1996.
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AMENDMENT NUMBER 1
TO THE
ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN
This Amendment Number 1 to the ANB Corporation 1996 Directors' Stock Option
Plan ("Plan") is hereby adopted and made effective this 25th day of January,
1999, by ANB Corporation ("Corporation").
WITNESSETH:
WHEREAS, the Corporation has adopted the Plan for the purposes set forth in
the Plan; and
WHEREAS, pursuant to Section 10 of the Plan, the Board may amend the Plan,
without the approval of the stockholders of the Corporation or any holder of an
option granted under the Plan, to decrease the amount fo the annual option grant
to each Director specified in Section 4 of the Plan; and
WHEREAS, the Board approved an amendment to the Plan on January 25, 1999 to
decrease the annual grant of options to each Director from 4,000 shares to 2,200
shares of common stock of the Corporation.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The first sentence of the second paragraph of Section 4 of the Plan is
hereby amended to read as follows:
The Committee annually shall grant to each non-employee director
("Optionee") who is a director on the date of grant an option to
acquire four thousand (4,000) shares of Common Stock ("Election
Options"); provided, however, that for the annual grant of
options to be made in 1999, the Election Options shall be an
option to acquire Two Thousand Two Hundred (2,200) shares of
Common Stock.
2. Except as amended hereby, the Plan shall continue in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, ANB Corporation, by its officers thereunder duly
authorized, has executed this Amendment Number 1 to the ANB Corporation 1996
Directors' Stock Option Plan effective as of the day and year first above
written.
ANB CORPORATION
By: /s/ JAMES R. SCHRECONGOST
------------------------------
James R. Schrecongost
Vice Chairman, President & CEO
ATTEST:
By: /s/ JAMES W. CONVY
-------------------------
James W. Convy, Secretary
