<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission
on March 27, 1997.
Registration No. 33-_____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
MID-IOWA FINANCIAL CORP.
- ---------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 42-1389053
- ---------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 West Second Street North
Newton, Iowa 50208
(515) 792-6236
- -----------------------------------------------------------------
(Address of Principal Executive Offices)
Mid-Iowa Financial Corp.
1997 Stock Option Plan
- -----------------------------------------------------------------
(Full Title of the Plan)
Cynthia R. Cross, Esquire
Daniel L. Hogans, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
- -----------------------------------------------------------------
(Name and Address of Agent For Service)
(202) 822-9611
- ----------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================
<S> <C> <C> <C> <C>
Title of each Proposed Maximum Proposed Maximum Amount of
class of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
- ------------------------------------------------------------------------------------
Common Stock,
$0.01 par value 167,599 (1) $(2) $(2) $394.92
=====================================================================================
<FN>
(1) Maximum number of shares issuable under the Mid-Iowa Financial Corp. 1997
Stock Option Plan, as such amounts may be increased in accordance with said
plan in the event of a merger, consolidation, recapitalization or similar
event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
upon the price at which the options may be exercised. 167,599 shares are
being registered hereby, of which 150,248 are under option at a weighted
average exercise price of $7.75 per share ($1,164,422 in the aggregate).
The remainder of such shares, which are not presently subject to option
(17,351 shares), are being registered based upon the average of the bid and
asked prices of the common stock of the Registrant as reported on the
Nasdaq SmallCap Market on March 25, 1997 of $8.00 per share ($138,808
in the aggregate). Therefore, the total amount of the offering being
registered herein is $1,303,230.
</FN>
/TABLE
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Mid-Iowa Financial Corp. 1997 Stock Option Plan (the
"Plan") in accordance with Rule 428(b)(1). In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Mid-Iowa Financial Corp. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission. Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web site
is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1996, as filed with the
Commission on December 24, 1996 (Commission File No. 0-20464).
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1996, as filed with the Commission
on February 11, 1997 (Commission File No. 0-20464).
(c) The description of the Company's securities
contained in its Registration Statement on Form 8-A as filed with
the Commission on July 29, 1992 (Commission File No. 0-20464).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
<PAGE>
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Company's Certificate of Incorporation provides for
indemnification of officers and directors of the Company to the
extent permissible under Delaware General Corporation Law.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity to directors and officers of the corporation, when
made, or threatened to be made, parties to certain proceedings by
reason of such status with the corporation, against judgments,
fines, settlements and expenses, including attorney's fees. In
addition, under certain circumstances such persons may be
indemnified against expenses actually and reasonably incurred in
defense of a proceeding by or on behalf of the corporation.
Similarly, the corporation, under certain circumstances, is
authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the
request of the corporation, when such persons are made, or
threatened to be made, parties to certain proceedings by reason
of such status, against judgments, fines, settlements and
expenses, including attorney's fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where
such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate; (iii) with respect to a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; and (iv)
was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct. Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation
in advance of the final disposition of such proceedings upon the
receipt of an undertaking by the director or officer to repay
such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation against such
expenses.
Under a directors' and officers' liability insurance policy,
directors and officers of the Company are insured against certain
liabilities, including certain liabilities under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.
<PAGE>
<PAGE>
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) 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;
(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.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.<PAGE>
<PAGE>
(c) 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.
(d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.
2. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
3. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
4. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Newton, State of Iowa, on March
17, 1997.
MID-IOWA FINANCIAL CORP.
By: /s/ Kevin D. Ulmer
------------------------
Kevin D. Ulmer
President and Chief Executive
Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Mid-Iowa Financial Corp.,
hereby severally constitute and appoint Kevin D. Ulmer, with full
power of substitution, our true and lawful attorney and agent, to
do any and all things in our names in the capacities indicated
below which said Kevin D. Ulmer may deem necessary or advisable
to enable Mid-Iowa Financial Corp. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the registration on Form S-8 of Mid-Iowa
Financial Corp. common stock that may be awarded pursuant to the
Mid-Iowa Financial Corp. 1997 Stock Option Plan, including
specifically, but not limited to, power and authority to sign for
us in our names in the capacities indicated below, the
registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said Kevin D. Ulmer shall do or cause to be done
by virtue thereof.
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.
<TABLE>
<CAPTION>
Signatures Title Date
- ----------- ----- -----
<S> <C> <C>
/s/ Kevin D. Ulmer
_________________________ Director, President and March 17, 1997
Kevin D. Ulmer Chief Executive Officer
(Principal Executive and
Operating Officer)
/s/ Gary R. Hill
_________________________ Executive Vice President, March 17, 1997
Gary R. Hill Secretary, Treasurer and
Director (Principal Financial
and Accounting Officer)
/s/ John E. Carl
_________________________ Director March 17, 1997
John E. Carl
/s/ Ralph W. McAdoo
_________________________ Director March 17, 1997
Ralph W. McAdoo
/s/ David E. Sandeen
_________________________ Director March 17, 1997
David E. Sandeen
/s/ John Switzer
_________________________ Director March 17, 1997
John Switzer
/s/ Dr. Carney D. Loucks
_________________________ Director March 17, 1997
Dr. Carney D. Loucks
/TABLE
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C. as to
the legality of the Common Stock being registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Independent Certified Public Accountants
99.1 Mid-Iowa Financial Corp. 1997 Stock Option Plan
99.2 Form of Stock Option Agreement to be entered into
with Optionees with respect to Non-Incentive Stock
Options granted under the Mid-Iowa Financial Corp.
1997 Stock Option Plan
March 27, 1997
Board of Directors
Mid-Iowa Financial Corp.
123 West Second Street North
Newton, Iowa 50208
Re: Registration Statement on Form S-8
Mid-Iowa Financial Corp. 1997 Stock Option Plan
Dear Board Members:
We have acted as special counsel to Mid-Iowa Financial
Corp., a Delaware Corporation (the "Company"), in connection with
the preparation of the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended,
relating to 167,599 shares of common stock, par value $.01 per
share (the "Common Stock") of the Company which may be issued
pursuant to the Mid-Iowa Financial Corp. 1997 Stock Option Plan
(the "Plan"), all as more fully described in the Registration
Statement. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plan
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal Opinion"
in the Prospectus which is part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ Cynthia R. Cross
------------------------------
Cynthia R. Cross, Esquire
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors and Stockholders
Mid-Iowa Financial Corp.:
We consent to incorporation by reference in this Registration
Statement of 167,599 shares of common stock on Form S-8 of Mid-
Iowa Financial Corp. of our report dated November 13, 1996,
relating to the consolidated balance sheets of Mid-Iowa Financial
Corp. and subsidiaries as of September 30, 1996 and 1995, the
related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year
period ended September 30, 1996, which report appears in the
September 30, 1996 annual report on Form 10-KSB of Mid-Iowa
Financial Corp. and subsidiaries. We also consent to the
reference to our firm in the Prospectus under the caption
"Experts."
KPMG PEAT MARWICK LLP
Des Moines, Iowa
March 25, 1997
<PAGE>
MID-IOWA FINANCIAL CORP.
1997 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the
Company through providing select key Employees and Directors of
the Bank, the Company, and their Affiliates with the opportunity
to acquire Shares. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility and to
provide additional incentives to Directors and key Employees of
the Company or any Affiliate to promote the success of the
business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "Bank" shall mean Mid-Iowa Savings Bank, FSB.
(d) "Board" shall mean the Board of Directors of the
Company.
(e) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(f) "Committee" shall mean both the Stock Option
Committee appointed by the Board in accordance with Paragraph
5(a) hereof and the Board itself (which may act, at any time and
from time to time, in lieu of a Committee appointed by the
Board).
(g) "Common Stock" shall mean the common stock of the
Company.
(h) "Company" shall mean Mid-Iowa Financial Corp.
(i) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee or Director
of the Company or an Affiliate. Continuous Service shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Company, in the
case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case
of a Director's performance of services in an emeritus or
advisory capacity.
(j) "Director" shall mean any member of the Board, and
any member of the board of directors of any Affiliate that the
Board has by resolution designated as being eligible for
participation in this Plan.
(k) "Effective Date" shall mean the date specified in
Paragraph 12 hereof.
(l) "Employee" shall mean any person employed by the
Company, the Bank, or an Affiliate.
(m) "Exercise Price" shall mean the price per Optioned
Share at which an Option may be exercised.
<PAGE>
<PAGE>
(n) "Market Value" shall mean the fair market value of
the Common Stock, as determined under Paragraph 7(b) hereof.
(o) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(p) "Option" means an option to purchase Common Stock
which meets the requirements set forth in the Plan. Options
granted pursuant to the Plan are not intended to be incentive
stock options within the meaning of Section 422 of the Code.
(q) "Optioned Shares" shall mean Shares subject to an
Option granted pursuant to the Plan.
(r) "Participant" shall mean any person who receives an
Option pursuant to the Plan.
(s) "Plan" shall mean this Mid-Iowa Financial Corp. 1997
Stock Option Plan.
(t) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
(u) "Share" shall mean one share of Common Stock.
3. TERM OF THE PLAN AND OPTIONS.
(a) Term of the Plan. The Plan shall continue in effect
for a term of ten years from the Effective Date, unless sooner
terminated pursuant to Paragraph 14 hereof. No Option shall be
granted under the Plan after ten years from the Effective Date.
(b) Term of Options. The term of each Option granted
under the Plan shall be established by the Committee, but shall
not exceed 10 years.
4. SHARES SUBJECT TO THE PLAN.
Except as otherwise required under Section 9, the aggregate
number of Shares deliverable pursuant to Options shall not exceed
167,599 Shares. Such Shares may either be authorized but
unissued Shares, Shares held in treasury, or Shares held in a
grantor trust created by the Company. If any Options should
expire, become unexercisable, or be forfeited for any reason
without having been exercised, the Optioned Shares shall, unless
the Plan shall have been terminated, be available for the grant
of additional Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of not less
than two (2) members of the Board who are Non-Employee Directors.
Members of the Committee shall serve at the pleasure of the
Board. In the absence at any time of a duly appointed Committee,
the Plan shall be administered by the Board.
Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board,
the Committee shall have sole and complete authority and
discretion (i) to select Participants and grant Options, (ii) to
determine the form and content of Options to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan,
(iv) to prescribe, amend and rescind rules and regulations
relating to the Plan, and (v) to make other determinations
necessary or advisable for the administration of the Plan. The
Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to
time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at any
meeting at which a
2<PAGE>
<PAGE>
quorum is present, or acts approved in writing by a majority of
the Committee without a meeting, shall be deemed the action of
the Committee.
(b) Agreement. Each Option shall be evidenced by a
written agreement containing such provisions as may be approved
by the Committee. Each such Agreement shall constitute a binding
contract between the Company and the Participant, and every
Participant, upon acceptance of such Agreement, shall be bound by
the terms and restrictions of the Plan and of such Agreement.
The terms of each such Agreement shall be in the accordance with
the Plan, but each Agreement may include such additional
provisions and restrictions determined by the Committee, in its
discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In
particular, the Committee shall set forth in each Agreement (i)
the Exercise Price of an Option, (ii) the number of Shares
subject to the Option, and its expiration date, (iii) the manner,
time, and rate (cumulative or otherwise) of exercise or vesting
of such Option, and (iv) the restrictions, if any, to be placed
upon such Option, or upon Shares which may be issued upon
exercise of such Option. The Chairman of the Committee and such
other Directors and officers as shall be designated by the
Committee are hereby authorized to execute Agreements on behalf
of the Company and to cause them to be delivered to the
recipients of Options.
(c) Effect of the Committee's Decisions. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
(d) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee
shall be indemnified by the company in connection with any claim,
action, suit or proceeding relating to any action taken or
failure to act under or in connection with the Plan or any
Option, granted hereunder to the full extent provided for under
the Company's governing instruments with respect to the
indemnification of Directors.
6. GRANT OF OPTIONS.
The Committee shall have the discretion to grant Options to
Employees and Directors (including members of the Committee). In
selecting those Employees and Directors to whom Options will be
granted and the number of shares covered by such Options, the
Committee shall consider the position, duties and
responsibilities of the eligible Employees and Directors, the
value of their services to the Company and its Affiliates, and
any other factors the Committee may deem relevant.
Notwithstanding the foregoing, in the event that the Board
determines that the Plan's effectiveness should be contingent
upon the receipt of stockholder approval in order to satisfy
exchange listing requirements, all Options granted pursuant to
the Plan shall be contingent upon such approval.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price
as to any particular Option shall not be less than 100% of the
Market Value of the Optioned Shares on the date of grant.
(b) Standards for Determining Exercise Price. If the
Common Stock is listed on a national securities exchange
(including the NASDAQ National Market) on the date in question,
then the Market Value per Share
3<PAGE>
<PAGE>
shall be the average of the highest and lowest selling price on
such exchange on such date, or if there were no sales on such
date, then the Exercise Price shall be the mean between the bid
and asked price on such date. If the Common Stock is traded
otherwise than on a national securities exchange on the date in
question, then the asked price on such date, then on the next
prior business day on which there was a bid and asked price. If
no such bid and asked price is available, then the Market Value
per Share shall be its fair market value as determined by the
Committee, in its sole and absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Each Option shall become fully (100%)
exercisable immediately upon the date of its grant. An Option
may not be exercised for a fractional Share.
(b) Procedure for Exercise. A Participant may exercise
Options, subject to provisions relative to its termination and
limitations on its exercise, by (1) written notice of intent to
exercise the Option with respect to a specified number of Shares,
and (2) payment to the Company (contemporaneously with delivery
of such notice) in cash, in Common Stock, or a combination of
cash and Common Stock, of the amount of the Exercise Price for
the number of Shares with respect to which the Option is then
being exercised. Each such notice (and payment where required)
shall be delivered, or mailed by prepaid registered or certified
mail, addressed to the Treasurer of the Company at its executive
offices. Common Stock utilized in full or partial payment of the
Exercise price for Options shall be valued at its Market Value at
the date of exercise, and may consist of Shares subject to the
Option being exercised.
(c) Period of Exercisability for Employees. Except to
the extent otherwise provided in the terms of an Agreement, an
Option may be exercised by a Participant only while he is an
Employee and has maintained Continuous Service from the date of
the grant of the Option, or within one year after termination of
such Continuous Service (but not later than the date on which the
Option would otherwise expire), except if the Employee's
Continuous Service terminates by reason of -
(1) "Just Cause" which for purposes hereof shall have
the meaning set forth in any unexpired employment
or severance agreement between the Participant and
the Bank and/or the Company (and, in the absence
of any such agreement, shall mean termination
because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of
fiduciary duty involving personal profit,
intentional failure to perform stated duties,
willful violation of any law, rule or regulation
(other than traffic violations or similar
offenses) or final cease-and-desist order), then
the Participant's rights to exercise such Option
shall expire on the date of such termination;
(2) death, then to the extent that the Participant
would have been entitled to exercise the Option
immediately prior to his death, such Option of the
deceased Participant may be exercised within two
years from the date of his death (but not later
than the date on which the Option would otherwise
expire) by the personal representative of his
estate or person or persons to whom his rights
under such Option shall have passed by will or by
laws of descent and distribution.
(d) Period of Exercisability for Non-Employee
Directors. Except as otherwise provided in an Agreement, an
Option may be exercised by a non-employee Director only during
which he has maintained Continuous Service from the date of grant
of the Option, provided that such Option shall (i) expire
immediately if the non-employee Director's Continuous Service
terminates due to Just Cause, and (ii) continue to be exercisable
for three years following his termination of Continuous Service
for any other reason. In the event of the non-employee
Director's death, then to the extent that the non-employee
Director would have been entitled to exercise the Option
immediately prior to his death, such Option of the deceased non-
employee Director may be exercised by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent
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and distribution. Notwithstanding the foregoing, an Option may
not be exercised later than the date on which the Option would
otherwise expire.
(e) Effect of the Committee's Decision. The
Committee's determination whether a Participant's Continuous
Service has ceased, and the effective date thereof, shall be
final and conclusive on all persons affected thereby.
(f) Mandatory Six-Month Holding Period.
Notwithstanding any other provision of this Plan to the contrary,
common stock of the Company that is purchased upon exercise of an
Option may not be sold within the six-month period following the
grant of that Option, provided that such six-month holding period
shall not apply in the event of a Transaction described in
Paragraph 9(b) hereof.
9. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number
and kind of shares reserved for issuance under the Plan, and the
number and kind of shares subject to outstanding Options, and the
Exercise Price thereof, shall be proportionately adjusted for any
increase, decrease, change or exchange or Shares for a different
number or kind of shares or other securities of the Company which
results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up,
combination of shares, or similar event in which the number or
kind of shares is changed without the receipt or payment of
consideration by the Company.
(b) Transactions in which the Company is Not the
Surviving Entity. In the event of (i) the liquidation or
dissolution of the Company, (ii) a merger of consolidation in
which the Company is not the surviving entity, or (iii) the sale
or disposition of all or substantially all of the Company' s
assets (any of the foregoing to be referred to herein as a
"Transaction"), all outstanding Options, together with the
Exercise Price thereof, shall be equitably adjusted for any
change or exchange of Shares for a different number or kind of
shares or other securities which results from the Transaction.
(c) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the
Option before the adjustment was made.
(d) Other Issuances. Except as expressly provided in
this Paragraph, the issuance by the Company or an Affiliate of
shares of stock of any class, or of securities convertible into
Shares or stock of another class, for cash or property or for
labor or services either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, shall not affect, and
no adjustment shall be made with respect to, the number, class,
or Exercise Price of Shares then subject to Options or reserved
for issuance under the Plan.
10. NON-TRANSFERABILITY OF OPTIONS.
Options may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by
the laws of descent and distribution. Notwithstanding the
foregoing, or any other provision of this Plan, a Participant
who holds Options may transfer such Options to his or her spouse,
lineal ascendants, lineal descendants, or to a duly established
trust for the benefit of one or more of these individuals.
Options so transferred may thereafter be transferred only to the
Participant who originally received the grant or to an individual
or trust to
5<PAGE>
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whom the Participant could have initially transferred the Options
pursuant to this Paragraph 10. Options which are transferred
pursuant to this Paragraph 10 shall be exercisable by the
transferee according to the same terms and conditions as applied
to the Participant.
11. TIME OF GRANTING OPTIONS.
The date of grant of an Option shall, for all purposes, be
the later of the date on which the Committee makes the
determination of granting such Options, and the Effective Date.
Notice of the determination shall be given to each Participant to
whom an Option is so granted within a reasonable time after the
date of such grant.
12. EFFECTIVE DATE.
The Plan shall become effective upon the date of its
approval by the Board.
13. MODIFICATION OF OPTIONS.
At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Option, provided no such
modification shall confer on the holder of said Option any right
or benefit which could not be conferred on him by the grant of a
new Option at such time, or impair the Option without the consent
of the holder of the Option.
14. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to
Options, suspend or terminate the Plan. No amendment, suspension
or termination of the Plan shall, without the consent of any
affected holders of an Option, alter or impair any rights or
obligations under any Option theretofore granted.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Option unless the
issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Shares may
then be listed.
(b) Special Circumstances. The inability of the
Company to obtain approval from any regulatory body or authority
deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the
Company of any liability in respect of the non-issuance or sale
of such Shares. As a condition to the exercise of an Option, the
Company may require the person exercising the Option to make such
representations and warranties as may be necessary to assure the
availability to an exemption from the registration requirements
of federal or state securities laws.
(c) Committee Discretion. The Committee shall have
the discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
6<PAGE>
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16. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
17. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of
Options shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and employment tax
withholding obligations. The Committee, in its discretion, may
permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Company withhold
Shares, or to deliver to the Company Shares that he already owns,
having a value equal to the amount required to be withheld. The
value of the Shares to be withheld, or delivered to the Company,
shall be based on the Market Value of the Shares on the date the
amount of tax to be withheld is to be determined. As an
alternative, the Company may retain, or sell without notice, a
number of such Shares sufficient to cover the amount required to
be withheld.
18. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to
participate or participation in the Plan create or be deemed to
create any legal or equitable right of the Employee, Director, or
any other party to continue service with the Company, the Bank,
or any Affiliate of such corporations. No Employee or Director
shall have a right to be granted an Option or, having received an
Option, the right to again be granted an Option. However, an
Employee or Director who has been granted an Option may, if
otherwise eligible, be granted an additional Option or Options.
19. GOVERNING LAW.
The Plan shall be governed by and construed in accordance
with the laws of the State of Iowa, except to the extent that
federal law shall be deemed to apply.
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STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
MID-IOWA FINANCIAL CORP.
1997 STOCK OPTION PLAN
STOCK OPTION for a total of ___________ shares of Common
Stock, par value $.01 per share, of Mid-Iowa Financial Corp. (the
"Company") is hereby granted to ____________ (the "Optionee") at
the price set forth herein, and in all respects subject to the
terms, definitions and provisions of the Mid-Iowa Financial Corp.
1997 Stock Option Plan (the "Plan") which has been adopted by the
Company and which is incorporated by reference herein, receipt of
which is hereby acknowledged. Such Stock Options do not comply
with Options granted under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
1. Option Price. The option price is $______________ for
each share, being 100% of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable in
accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise. Each Option shall
become fully (100%) exercisable immediately upon the date of its
grant.
(ii) Method of Exercise. This Option shall be
exercisable by a written notice which shall:
(a) state the election to exercise the Option, the
number of shares with respect to which it is being
exercised, the person in whose name the stock
certificate or certificates for such shares of Common
Stock is to be registered, his address and Social
Security Number (or if more than one, the names,
addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as
to the holders' investment intent with respect to
such shares of Common Stock as may be satisfactory to
the Company's counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being
exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person
or persons to exercise the Option; and
(d) be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
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Non-ISO Agreement
Page 2
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to
the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee. Notwithstanding any other terms of this
agreement, to the extent permissible under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, this Option may be
transferred to the Optionee's spouse, lineal ascendants, lineal
descendants, or to a duly established trust, provided that such
transferee shall be permitted to exercise this Option subject to
the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for
more than ten years from the date of grant of this Option, as set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
MID-IOWA FINANCIAL CORP.
1997 STOCK OPTION PLAN COMMITTEE
___________________ By _______________________________
Date of Grant
Attest _____________________ (Seal)
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NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
MID-IOWA FINANCIAL CORP.
1997 STOCK OPTION PLAN
_____________________
Date
Treasurer
Mid-Iowa Financial Corp.
123 West Second Street North, P.O. Box 687
Newton, Iowa 50208
Re: Mid-Iowa Financial Corp. 1997 Stock Option Plan
-----------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase _____________ shares, par value $.01, of
Common Stock of Mid-Iowa Financial Corp. under and pursuant to a
Stock Option Agreement dated ____________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
________ _____ shares of Common Stock, valued at
$____ per share
$ Total
========
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
_____________________________
