SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
REPUBLIC BANCORP INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2604669
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
1070 East Main Street
Owosso, Michigan 48867
(Address of Principal Executive Offices)
REPUBLIC BANCORP INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
Dana M. Cluckey
Republic Bancorp Inc.
1070 East Main Street
Owosso, Michigan 48867
(Name and address of agent for service)
(517) 725-7337
(Telephone number, including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
Cynthia A. Moore, Esq.
Dickinson, Wright, Moon, Van Dusen & Freeman
525 North Woodward Avenue
Bloomfield Hills, Michigan 48304
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Proposed Maximum Proposed Amount of
Title of Securities Amount to be Offering Price Maximum Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$5.00 par value 750,000 $12.8125 $9,609,375.00 $2911.93
- ---------------------------------------------------------------------------------------
<FN>
*Based upon the average of the high and low sales prices of Republic Bancorp
Inc. common stock on April 29, 1997 and estimated solely for the purpose of
calculating the registration fee.
</TABLE>
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
Republic Bancorp Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents previously
or concurrently filed with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934 (the "Exchange Act"):
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996.
The Registrant hereby incorporates by reference in this
Registration Statement the following information previously filed with the
Commission under the Securities Act of 1933:
The description of the Registrant's Common Stock contained in
its Registration Statement No. 33-62508 on Form S-8, effective May 11, 1993.
All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article VIII of the Articles of Incorporation and Article X of
the Bylaws of the Registrant provide for the indemnification of the officers
and directors of the Registrant in the manner authorized by Sections 561-571
of the Michigan Business Corporation Act. Generally, these Articles and
Bylaws permit the Registrant to indemnify officers and directors against
expenses, judgments and other amounts paid in connection with settlement of
actions brought against them by third parties if they acted in good faith and
in a manner they reasonably believed
<PAGE>
to be in the best interests of the corporation. They also permit the
Registrant to indemnify officers and directors for certain expenses and
amounts paid in settlement in connection with an action brought by or in the
right of the corporation provided that the officer or director has not been
adjudged to be liable for negligence or misconduct in the performance of his
duties to the Registrant.
Beginning in February 1987, the Registrant has entered into
individual indemnity agreements whereby it has agreed to indemnify each of
its officers and directors for any amount which they may be obligated to pay
because of any claims made against them relating to any omission or neglect
or breach of duty, including any actual or alleged error or misstatement or
misleading statement, committed or suffered when acting in their capacities
as officers or directors of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Exhibit
------ -------
5 Opinion of Counsel re: Legality of Shares
23 Consent of Deloitte & Touche LLP
99 Republic Bancorp Inc. 1997 Stock Option Plan
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (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 (the "1933 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;
3
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for purposes of determining any liability under
the 1933 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.
(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 1933 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 securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
4
<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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Owosso, State of Michigan, on the
23rd day of April, 1997.
REPUBLIC BANCORP INC.
By: /s/ Jerry D. Campbell
------------------------------------
Jerry D. Campbell
Chief Executive Officer
By: /s/ Thomas F. Menacher
------------------------------------
Thomas F. Menacher
Senior Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerry D. Campbell and Thomas F.
Menacher, and each or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any one of them, or
their or his substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Jerry D. Campbell
- --------------------- Chairman of
Jerry D. Campbell the Board April 23, 1997
/s/ Dana M. Cluckey
- ---------------------
Dana M. Cluckey Director April 23, 1997
- ---------------------
Bruce L. Cook Director April ___, 1997
/s/ Richard J. Cramer
- ---------------------
Richard J. Cramer Director April 23 1997
/s/ George A. Eastman
- ---------------------
George A. Eastman Director April 23 1997
/s/ Howard J. Hulsman
- ---------------------
Howard J. Hulsman Director April 23, 1997
/s/ Gary Hurand
- ---------------------
Gary Hurand Director April 23, 1997
- ---------------------
Dennis J. Ibold Director April ___, 1997
- ---------------------
Stephen M. Klein Director April ___, 1997
- ---------------------
John J. Lennon Director April ___, 1997
/s/ Sam H. McGoun
- ---------------------
Sam H. McGoun Director April 23, 1997
/s/ Kelly E. Miller
- ---------------------
Kelly E. Miller Director April 23, 1997
/s/ Joe D. Pentecost
- ---------------------
Joe D. Pentecost Director April 23, 1997
/s/ George B. Smith
- ---------------------
George B. Smith Director April 23, 1997
6
<PAGE>
/s/ Joeffrey K. Stross
- ---------------------
Joeffrey K. Stross Director April 23, 1997
7
<PAGE>
EXHIBIT INDEX
Page
Exhibit Number
- ------- ------
5 Opinion of Counsel re: Legality of Shares
23 Consent of Deloitte & Touche LLP
99 Republic Bancorp Inc. 1997 Stock Option Plan
8
Exhibit 5
DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN
COUNSELLORS AT LAW
525 NORTH WOODWARD AVENUE, SUITE 2000
DETROIT, MICHIGAN
BLOOMFIELD HILLS, MICHIGAN 48304-2970 LANSING, MICHIGAN
GRAND RAPIDS, MICHIGAN
TELEPHONE (810) 646-4300 WASHINGTON, D.C.
CHICAGO, ILLINOIS
FACSIMILE (810) 433-7274
http://www.dickinson-wright.com
May 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C., 20549
Re: Republic Bancorp Inc.
Form S-8 Registration Statement
1997 Stock Option Plan
Ladies and Gentlemen
We are acting as counsel for Republic Bancorp Inc., a Michigan
corporation (the "Company"), in connection with its registration of 750,000
shares of its Common Stock, $5.00 par value, which have been reserved for
issuance by the Company under its 1997 Stock Option Plan ("Stock"). The Stock
is described in a Registration Statement on Form S-8 ("Registration
Statement"), which has been filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
Based upon our examination of such corporate records and other
documents and certificates as we deemed it necessary to examine, it is our
opinion that the Stock has been duly and validly authorized, and when issued,
delivered and paid for, will be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ Dickinson, Wright, Moon,
Van Dusen & Freeman
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Republic Bancorp, Inc. on Form S-8 of our report dated January
16, 1997, appearing in the Annual Report on Form 10-K of Republic Bancorp,
Inc. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Detroit, Michigan
May 5, 1997
EXHIBIT 99
REPUBLIC BANCORP INC.
1997 STOCK OPTION PLAN
A. PURPOSE AND SCOPE
1. The purposes of this 1997 Stock Option Plan are to encourage stock
ownership by key management employees of the Company and its Subsidiaries, to
provide an incentive for such employees to expand and improve the profits and
prosperity of the Company and its Subsidiaries, and to assist the Company and
its Subsidiaries in attracting and retaining key personnel through the grant
of Options to purchase shares of the Company's common stock.
2. The Plan is intended to comply with Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such
Rule may be amended from time to time ("Rule 16b-3") and shall be construed
to so comply.
B. DEFINITIONS
Unless otherwise required by the context:
1. "Board" shall mean the Board of Directors of the Company.
2. "Committee" shall mean the Personnel, Nominating and Compensation
Committee, which is appointed by the Board and which shall be composed of at
least two members of the Board, each of whom is a "Non-Employee Director" as
defined in Rule 16b-3. Unless the Board determines otherwise, the Committee
shall be comprised solely of "outside" directors within the meaning of Code
Section 162(m)(4)(C)(i).
3. "Company" shall mean REPUBLIC BANCORP INC., a Michigan
corporation.
4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
5. "Fair Market Value" shall be the closing price per share of Stock
on the date in question in the over-the-counter market, as such price is
reported by the National Association of Securities Dealers through its Nasdaq
system or any successor system. If there is no reported closing price for the
Stock on the date in question, then the closing price on the last preceding
date for which such quotation exists shall be determinative of fair market
value.
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6. "Incentive Stock Option" means an Option meeting the requirements
and containing the limitations and restrictions set forth in Code Section
422.
7. "Non-Qualified Stock Option" means an Option other than an
Incentive Stock Option.
8. "Option" shall mean a right to purchase Stock granted pursuant to
the Plan. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.
9. "Option Price" shall mean the purchase price for Stock under an
Option, as determined in Section F below.
10."Participant" shall mean an employee of the Company, or of any
Subsidiary of the Company, to whom an Option is granted under the Plan.
11."Plan" shall mean this REPUBLIC BANCORP INC. 1997 Stock Option
Plan.
12."Stock" shall mean the common stock of the Company, $5.00 par
value.
13."Subsidiary" shall mean a subsidiary corporation of the Company,
as defined in Code Sections 425(f) and 425(g).
14. "Ten-Percent Shareholder" means an individual who "owns" (as
defined in Code Section 425) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or a
Subsidiary.
C. STOCK TO BE OPTIONED
1. Subject to the provisions of Section L of the Plan, the maximum
number of shares of Stock that may be optioned or sold under the Plan is
750,000 shares. Such shares may be authorized but unissued shares of Stock of
the Company or issued shares that were reacquired by the Company.
2. The maximum number of shares of Stock with respect to which
Options may be granted during any fiscal year to any Participant shall not
exceed 37,500 subject to adjustments noted in paragraph L, herein.
2
<PAGE>
D. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
make all decisions with respect to participation in the Plan by employees of
the Company and its Subsidiaries, and with respect to the extent of that
participation. The interpretation and construction of any provision of the
Plan by the Committee shall be final. No member of the Committee shall be
liable for any action or determination made by him in good faith.
E. ELIGIBILITY
The Committee may grant Options to any key employee (including an
employee who is a director or an officer) of the Company or its Subsidiaries.
Options may be awarded by the Committee at any time and from time to time to
new Participants, or to then Participants, or to a greater or lesser number
of Participants, and may include or exclude previous Participants as the
Committee shall determine. Options granted at different times need not
contain similar provisions.
F. OPTION PRICE
The purchase price for Stock under each Option shall be one hundred
per cent (100%) of the Fair Market Value of the Stock on the date the Option
is granted, but in no event less than the par value of the Stock.
Notwithstanding anything herein to the contrary, in the event an Incentive
Stock Option is granted to a Participant who, at the time such Incentive
Stock Option is granted, is a Ten-Percent Shareholder, then the Option price
per share of such Incentive Stock Option shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the shares covered by the
Incentive Stock Option on the date the Incentive Stock Option is granted.
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<PAGE>
G. TERMS AND CONDITIONS OF OPTIONS.
Options granted pursuant to the Plan shall be authorized by the
Committee and shall be evidenced by agreements in such form as the Committee
shall from time to time approve. Such agreements shall comply with and be
subject to the following terms and conditions.
1. Condition of Employment. The Committee may, in its discretion,
include in any Option granted under the Plan a condition that the Participant
shall agree to remain in the employ, and to render services to, the Company
or any of its Subsidiaries for a period of time (specified in the agreement)
following the date the Option is granted. No such agreement shall impose upon
the Company or any of its Subsidiaries, however, any obligation to employ the
Participant for any period of time.
2. Types of Options. Options granted under this Plan may be (a)
Incentive Stock Options, (b) Non-Qualified Stock Options, or (c) a
combination of the foregoing. The Option Agreement shall designate whether an
Option is an Incentive Stock Option or a Non-Qualified Stock Option. Any
Option which is designated as a Non-Qualified Stock Option shall not be
treated by the Company or the Participant to whom the Option is granted as an
Incentive Stock Option for federal income tax purposes.
3. Method of Exercise. To exercise an Option, a Participant (or in
the case of an exercise after a Participant's death, such Participant's
executor, administrator, heir or legatee, as the case may be) must take the
following action:
(a) execute and deliver to the Company a written notice of
exercise signed in writing by the person exercising the Option specifying the
number of shares of Stock with respect to which the Option is being
exercised;
(b) pay the aggregate Option Price in one of the alternate
forms as set forth in Section G.4 below; and
(c) furnish appropriate documentation that the person or
persons exercising the Option (if other than the Participant) has the right
to exercise such Option.
4
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As soon as practical after the exercise date, the Company will mail or
deliver to or on behalf of the Participant (or any other person or persons
exercising this Option under the Plan) a certificate or certificates
representing the Stock acquired upon exercise of the Option. A Participant
shall have none of the rights of a shareholder until shares are issued to
him, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued, except
as noted in paragraph L, herein.
4. Payment Price. The aggregate Option Price shall be payable in
one of the alternative forms specified below:
(a) Full payment in cash or check made payable to the
Company's order; or
(b) Full payment through a sale and remittance procedure
pursuant to which the Participant (i) shall provide irrevocable written
instructions to a designated brokerage firm to effect the immediate sale of
the Stock to be purchased and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the Stock to be purchased and (ii) shall
concurrently provide written directives to the Company to deliver the
certificates for the Stock to be purchased directly to such brokerage firm in
order to complete the sale transaction.
5. Number of Shares. Each Option agreement shall state the total
number of shares of Stock to which it pertains, the exercise price for the
shares covered by the Option, the time at which the Option vests and becomes
exercisable, the Option's scheduled expiration date, and such other terms and
conditions not inconsistent with the Plan as the Committee shall determine.
6. Option Period and Limitations on Exercise of Options. The
Committee may, in its discretion, provide that an Option may not be exercised
in whole or in part for any period or periods of time specified in the Option
agreement. Except as provided in the Option agreement, an Option may be
exercised in whole or in part at any time during its term. No Option may be
exercised after the expiration of ten (10) years from the date it is granted.
Notwithstanding anything herein to the contrary, in the event an Incentive
Stock Option is granted to a Participant who, at the time such Incentive
Stock Option is granted, is a Ten-Percent Shareholder, then such Incentive
Stock Option shall not be exercisable more than five (5) years from the date
of grant and shall be subject to earlier termination as hereinafter provided.
No Option may be exercised for a fractional share of Stock.
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7. Limit on Fair Market Value of Incentive Stock Options. In any
calendar year, no Participant may be granted an Incentive Stock Option
hereunder to the extent that the aggregate Fair Market Value (such Fair
Market Value being determined as of the date of grant of the Option in
question) of the Stock with respect to which Incentive Stock Options first
become exercisable by the Participant during any calendar year (under all
such plans of the Participant's employer corporation, its parent, if any, and
its Subsidiaries, if any) exceeds the sum of One Hundred Thousand Dollars
($100,000). For purposes of the preceding sentence, Options shall be taken
into account in the order in which they were granted. Any Option granted
under the Plan which is intended to be an Incentive Stock Option, but which
exceeds the limitation set forth in this Section G.7, shall be a
Non-Qualified Stock Option to the extent that a portion of the Option exceeds
this limitation.
8. Option Modification. The Committee may amend, modify or terminate
any outstanding Option held by a Participant, including substituting therefor
another Option of the same or a different type, changing the date of exercise
or vesting and converting an Incentive Stock Option to a Non-Qualified Stock
Option, provided that the Participant's consent to such action shall be
required unless the Committee determines in its sole discretion that the
action, taking into account any related action, would not materially and
adversely affect the Participant.
H. TERMINATION OF EMPLOYMENT.
Except as provided in this paragraph and in Section I below, if a
Participant ceases to be employed by the Company or any of its Subsidiaries,
his Options shall terminate immediately. If a Participant's cessation of
employment with the Company and its Subsidiaries is due to his retirement
with the consent of the Company or any of its Subsidiaries, the Participant
may, at any time within three (3) months after such cessation of employment,
exercise his Options to the extent that he was entitled to exercise them on
the date of cessation of employment, but in no event shall any Option be
exercisable more than ten (10) years from the date it was granted. If a
Participant's cessation of employment with the Company and its Subsidiaries
is due to permanent disability (within the meaning of Code Section 22(e)(3)),
the Participant will have twelve (12) months after the date of termination of
employment, but in no event after the stated expiration date of the
Participant's Options, to exercise Options that the Participant was entitled
to exercise on the date the Participant's employment terminated as a result
of the disability. The Committee may cancel an Option during the three (3) or
twelve (12) month periods
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referred to in this paragraph, if the Participant engaged in employment or
activities contrary, in the opinion of the Committee, to the best interests
of the Company or any of its Subsidiaries. The Committee shall determine in
each case whether a termination of employment shall be considered a
retirement with the consent of the Company or a Subsidiary, whether a
disability is "permanent" and, subject to applicable law, whether a leave of
absence shall constitute a termination of employment. Any such determination
of the Committee shall be final and conclusive.
I. RIGHTS IN EVENT OF DEATH
If a Participant dies while employed by the Company or any of its
Subsidiaries or within three (3) months after having retired with the consent
of the Company or any of its Subsidiaries, and without having fully exercised
his Options, the executors or administrators, or legatees or heirs, of his
estate shall have the right to exercise such Options to the extent that such
deceased Participant was entitled to exercise the Options on the date of his
death; provided, however, that in no event shall the Options be exercisable
more than ten (10) years from the date they were granted.
J. NO OBLIGATIONS TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.
K. NONASSIGNABILITY
Options shall not be transferable other than by will or by the laws
of descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.
L. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
The aggregate number of shares of Stock available for Options under
the Plan, the shares subject to any Option, and the price per share shall all
be proportionately adjusted for any increase or decrease in the number of
issued shares of Stock subsequent to the effective date of the Plan resulting
from (1) a subdivision or consolidation of shares or any
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<PAGE>
other capital adjustment, (2) the payment of a stock dividend, or (3) other
increase or decrease in such shares effected without receipt of consideration
by the Company. If the Company shall be the surviving corporation in any
merger or consolidation, any Option shall pertain, apply and relate to the
securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled after the merger or consolidation. Upon
dissolution or liquidation of the Company, all Options outstanding under the
Plan shall terminate; provided, however, that each Participant (and each
other person entitled under Section I to exercise an Option) shall have the
right, immediately prior to such dissolution or liquidation, to exercise such
Participant's Options in whole or in part, but only to the extent that such
Options are otherwise exercisable under the terms of the Plan.
M. AMENDMENT AND TERMINATION
The Board, by resolution, may terminate, amend or revise the Plan
with respect to any shares as to which Options have not been granted,
provided, that no amendment without the approval of the stockholders of the
Company shall be made if stockholder approval under Code Section 422 or Rule
16b-3 would be required. Neither the Board nor the Committee may, without the
consent of the holder of an Option, alter or impair any Option previously
granted under the Plan, except as authorized herein. Unless sooner
terminated, the Plan shall remain in effect for a period of ten (10) years
from the date the Plan was originally adopted by the Board. Termination of
the Plan shall not affect any Option previously granted.
N. WITHHOLDING FOR TAXES
The Company shall, before any payment is made or a certificate for
any Stock is delivered or any Stock is credited to any brokerage account,
deduct or withhold from any payment under the Plan any Federal, state, local
or other taxes, including transfer taxes, required by law to be withheld or
to require the Participant or his beneficiary or estate, as the case may be,
to pay any amount, or the balance of any amount, required to be withheld. The
Company may elect to deduct such taxes from any amounts payable then or any
time thereafter in cash to the Participant and, in the Participant's sole
discretion, the payment of such taxes may be made from Stock previously held
by such Participant. If the
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Participant disposes of Stock acquired pursuant to an Incentive Stock Option
in any transaction considered to be a disqualifying transaction under Code
Sections 421 and 422, the Participant must give the Company written notice of
such transfer and the Company shall have the right to deduct any taxes
required by law to be withheld from any amounts otherwise payable to the
Participant.
O. AGREEMENT AND REPRESENTATION OF EMPLOYEES
As a condition to the exercise of any portion of an Option, the
Company may require the person exercising such Option to represent and
warrant at the time of such exercise that any shares of Stock acquired at
exercise are being acquired only for investment and without any present
intention to sell or distribute such shares, if, in the opinion of counsel
for the Company, such a representation is required under the Securities Act
of 1933 or any other applicable law, regulation or rule of any governmental
agency.
P. RESERVATION OF SHARES OF STOCK
The Company, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell, the
number of shares of Stock that shall be sufficient to satisfy the
requirements of this Plan. The inability of the Company to obtain from any
regulatory body having jurisdiction the authority deemed necessary by counsel
for the Company for the lawful issuance and sale of its Stock hereunder shall
relieve the Company of any liability in respect of the failure to issue or
sell Stock as to which the requisite authority has not been obtained.
Q. EFFECTIVE DATE OF PLAN
The Plan was effective on January 16, 1997, the date that the Plan
was approved by the Board. The Plan shall thereafter be submitted to the
Company's stockholders for approval and unless the Plan is approved by the
affirmative votes of the holders of shares having a majority of the voting
power of all shares represented at a meeting duly held in accordance with
Michigan law within twelve (12) months after being approved by the Board, the
Plan and all awards made under it shall be void and of no force and effect.
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R. GOVERNING LAW
This Plan and the rights of all persons claiming hereunder shall be
construed in accordance with the laws of the State of Michigan without giving
effect to the conflicts of laws principles thereof, except to the extent that
such laws are preempted by federal law.
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To record the adoption of the Plan by the Board on January 16, 1997,
the Company has caused its authorized officer to affix the corporate name and
seal hereto.
REPUBLIC BANCORP INC.
By: /s/ Jerry D. Campbell
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Jerry D. Campbell
Chief Executive Officer &
Chairman of the Board
