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EXHIBIT 4.3
MISSISSIPPI VALLEY BANCSHARES, INC.
1991 STOCK OPTION PLAN (FIVE-YEAR OPTIONS)
(As Amended Through 4/19/00)
1. Purpose of Plan: The purpose of this 1991 Stock Option Plan
(Five-Year Options) (the "Plan") is to aid Mississippi Valley Bancshares, Inc.
(the "Company") and its subsidiaries in securing and retaining officers by
making it possible to offer them an increased incentive, in the form of a
proprietary interest in the Company, to join or continue in the service of the
Company (including its subsidiaries) and increase their efforts for its welfare.
2. Granting of Options: The Compensation and Employee Benefits
Committee ("Committee") of the Company's Board of Directors ("Board") may from
time to time grant options to purchase shares of the Company's common stock
("Stock") to officers of the Company or any of its subsidiaries pursuant to this
Plan. In granting options, the Committee may consider the recommendations of the
Company's Chairman and the chief executive officers of the Company's
subsidiaries. No member of the Committee shall be eligible to participate in the
decision to grant options under this Plan if such member has been granted or
awarded equity securities of the Company under this Plan or any other plan of
the Company during the one year before the commencement of such member's service
on the Committee or during such service.
The total number of Shares that may be optioned under the Plan from
time to time is 1,640,000 less the number of shares subject to outstanding or
exercised options under the Company's 1988 Stock Option Plan (Five-Year
Options). Shares optioned may consist, in whole or in part, of unissued Shares
or reacquired Shares. If any Shares that have been optioned cease to be subject
to option, they may again be optioned under the Plan and for the purpose of this
Section 2 shall not be considered as having been theretofore optioned. The
foregoing number of Shares may be increased or decreased by events stated in
Section 4.
No option may be granted under the Plan before the date on which this
Plan is adopted by the Board or after December 31, 2009, unless this Plan is
extended, but options theretofore granted may extend beyond that date. No option
holder ("Participant") shall have any rights of a stockholder as to Shares under
option until such Shares shall have been issued to the Participant upon due
exercise of the option.
3. Terms of Options: The terms of each option granted under the Plan
shall be as determined from time to time by the Committee, consistent however,
with the following:
(a) The option price shall be not less than the last sale price of
the Stock as reported on the NASDAQ National Market System on
the date the option is granted. Payment in full in cash shall
be made for all Shares purchased.
(b) No option shall be exercisable after five years from the date
it is granted, except as provided in subparagraph (e).
(c) Each option shall be for a maximum of 15,000 Shares and shall
not vest earlier than at the rate of 25% of the total number
of Shares subject to the
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option for each full year elapsed since the date the option is
granted, subject to acceleration in the event of a change in
control of the Company.
(d) The option shall not be transferable by the Participant
otherwise than by will or by laws of descent and distribution,
and except as provided in subparagraph (e) the option shall be
exercisable only by the Participant and only during the period
of the Participant's employment by the Company or any of its
subsidiaries.
(e) In the event of the death of the Participant or the
termination of the Participant's employment by reason of
disability or incapacity, then to the extent that the Option
was vested and exercisable on the date of the Participant's
death or of such termination of employment, it may be
exercised by the Participant's personal representative,
conservator (if any) or guardian (if any), respectively, for a
period of ninety days following the date of the Participant's
death or of such termination of employment.
(f) The option agreements authorized under the Plan shall contain
such other provisions and restrictions as the Committee shall
deem advisable.
(g) The grant of an option pursuant to the Plan shall not affect
in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of
its capital or business structure or to merge or to
consolidate or to dissolve, liquidate or sell, or transfer all
or any of its business or assets.
4. Stock Adjustment: In the event of any stock dividend on,
split-up or combination of, or other change in, the Company's common stock, then
the number or kind of Shares available for option under the Plan or subject to
an option thereunder shall be correspondingly added to, increased, diminished or
changed, without increase or decrease in the aggregate purchase price of all
Shares subject to option before and after such change.
5. Administration of Plan: The Committee shall have the power to
interpret the Plan, and to make rules for carrying it out. It shall have no
power (without the consent of the Participant) to change the terms and
conditions of any option except to the extent, if any, provided in such option.
The Board or the Executive Committee of the Board may amend, suspend or
terminate the Plan at any time. No such amendment, suspension or termination
shall affect options then in effect without the consent of the Participant.
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MISSISSIPPI VALLEY BANCSHARES, INC.
1991 NON-QUALIFIED STOCK OPTION PLAN (FIVE-YEAR OPTIONS)
OPTION AGREEMENT
This Option Agreement is entered into effective , 19 ,
between Mississippi Valley Bancshares, Inc., a Missouri corporation (the
"Company"), and (the "Optionee").
WHEREAS, the Company deems it to be in its best interests to promote
the loyalty and facilitate the retention of certain officers of the Company or
its subsidiaries by offering them an increased incentive, in the form of
proprietary interests in the Company, to continue in the service of the Company
(including its subsidiaries) and increase their efforts for its welfare, and
WHEREAS, in furtherance of the above purposes the Company has adopted
its 1991 Stock Option Plan (Five-Year Options) (the "Plan"), and desires to
afford the Optionee an opportunity to purchase shares of its common stock
pursuant to the Plan as hereafter described,
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto do hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase all or any part of the number of shares of
the Common Stock of the Company set forth below (the "Shares"), at the purchase
price set forth below and on the other terms and conditions herein set forth.
TOTAL NUMBER OF SHARES: ________
PURCHASE PRICE PER SHARE: $_____
2. Dates When Option Exercisable.
(a) The Option shall vest and first become exercisable as follows:
___% ON _____________, 20__;
___% ON _____________, 20__;
___% ON _____________, 20__; AND
___% ON _____________, 20__.
(b) Except as otherwise provided in paragraph 2(e), the Option shall
expire, to the extent it has not already been exercised, at the close of
business on the following date:
EXPIRATION DATE: ______________, 20__
(c) Notwithstanding paragraph 2(a) above, in the event of a Change in
Control, as hereinafter defined, the Option shall immediately vest and become
exercisable in full. For the purpose of this Option, "Change in Control" shall
mean (i) a merger or consolidation of the
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Company with or into any other entity after which the holders of the voting
stock of the Company immediately prior to such merger or consolidation do not
own, in substantially the same proportions as they owned the voting stock of the
Company immediately prior to such merger or consolidation, at least a majority
of the voting power of the surviving or resulting entity immediately following
such merger or consolidation, or (ii) any change or changes in the beneficial
ownership of a majority of the Company's voting stock within any one-year
period, including any such change or changes effected in whole or in part by the
redemption of outstanding shares or the issuance of new shares.
(d) Notwithstanding paragraph 2(a) above, in the event of any
transaction in which the holders of the Company's common stock shall receive or
may elect to receive either cash or securities of an entity other than the
Company, the Option shall vest and become exercisable in full not less than 10
days before the last date upon which the shareholders of the Company eligible to
participate in, and receive the consideration payable in, such transaction is
determined, so as to permit the Optionee to participate in, and receive the
consideration payable in, the transaction with respect to the Shares.
(e) Notwithstanding paragraph 2(b) and Section 3, in the event of the
death of the Optionee or termination of the Optionee's employment by reason of
his or her disability or incapacity, the Option may be exercised (but only to
the extent it was exercisable by the Optionee immediately prior to his or her
death or such termination of employment), by the Optionee's personal
representative, conservator (if any) or guardian (if any), respectively, in the
manner set forth below, for a period of 90 days after the date of the Optionee's
death or of such termination of employment.
3. Additional Condition to Exercise. Except as provided in paragraph
2(e), the Option may be exercised only if the Optionee shall have continuously
served as an employee of the Company or its subsidiaries from the date hereof to
and including the date of exercise. It is expressly understood and agreed that
nothing herein is intended or shall be construed as an employment contract or as
implying any obligation on the part of the Company to continue the Optionee's
employment during a period sufficient to permit the Option to vest.
4. Method of Exercising Option. The Optionee may exercise the Option
hereby granted on one or more occasions at his or her discretion, on each
occasion for all or any part of the Shares for which the Option is then
exercisable, by each time delivering to the Secretary of the Company a written
notice stating his or her election to exercise the Option and the number of
Shares to be purchased, together with cash or check in full payment of the
purchase price of the Shares then purchased, plus the amount of any Federal and
state withholding taxes payable by the Company as a result of such exercise. The
Option shall be deemed to be exercised only upon receipt of such notice and
payment by the Secretary.
5. Non-Transferability of Option. The Option shall not be transferable,
and may be exercised only by the Optionee or as otherwise provided in paragraph
2(e) or by the Plan. More particularly, but without limiting the generality of
the foregoing, the Option may not be assigned, transferred, pledged or
hypothecated in any way, other than by will or by operation of law and shall not
be subject to execution, attachment or similar process. In the event of the
bankruptcy of the Optionee or in the event of any prohibited assignment,
transfer, pledge, hypothecation or other disposition of the Option, or the levy
of any execution, attachment or similar process upon the Option, the Option
shall automatically expire and shall be null and void.
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6. Share Adjustments. In the event of any stock dividend on,
reclassification, split-up or combination of, or other change in, the Company's
Common Stock, then the number or kind of Shares available for Option shall be
correspondingly added to, reclassified, increased, diminished or changed
proportionately, without increase or decrease in the aggregate purchase price of
all Shares subject to Option before and after such change.
7. No Rights of Optionee as Shareholder. The Optionee shall have no
rights respecting this Option or the Shares issuable upon exercise of this
Option, except as expressly set forth herein; and the Optionee shall have no
rights as a shareholder with respect to such Shares until this Option has been
duly exercised in accordance with the terms hereof.
8. General. The Company shall at all times during the term of the
Option reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of this Option, and shall pay all original issue and
transfer taxes with respect to the issue and transfer of Shares pursuant hereto
and all other fees and expenses necessarily incurred by the Company incurred in
connection therewith.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Option Agreement as of the date first above written.
Company: MISSISSIPPI VALLEY BANCSHARES, INC.
By:
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ATTEST: President
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Optionee:
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