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EXHIBIT 10(b)
Amended as of May 16, 2000
STOCK OPTION PLAN OF DEARBORN BANCORP, INC.
Article I. - Purpose
The purpose of the Stock Option Plan (the "Plan") of Dearborn Bancorp,
Inc., a Michigan corporation, is to enable key employees of the Company and its
subsidiaries to participate in the Company's future growth and profitability by
offering them long-term performance-based incentive compensation. The Plan also
provides a means through which the Company and its subsidiaries can attract and
retain key employees.
Article II. - Definitions
2.1 The following terms have the meaning described below when used in the
Plan:
(a). "Board of Directors" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
as it may be further amended from time to time.
(c) "Committee" shall mean the Stock Option Committee of the Board of
Directors.
(d) "Common Stock" shall mean the Common Stock of the Company.
(e) "Company" shall mean Dearborn Bancorp, Inc.
(f) "Fair Market Value" shall mean as of any given date the price
established and determined by the Board of Directors, provided, however, if the
Common Stock is traded in the over-the-counter market, fair market value shall
mean the closing price of the Common Stock, in such market rounded, if
necessary, to the next full one cent, or if there is no such price published,
then on the most recent preceding date on which such prices are published.
(g) "Incentive Stock Option" shall mean a stock option granted under
Article VI that is intended to meet the requirements of Section 422 of the Code.
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(h) "Non-Qualified Stock Option" shall mean a stock option granted under
Article VI that is not intended to be an Incentive Stock Option.
(i) "Option" shall mean an Incentive Stock Option or Non-Qualified Stock
Option.
(j) "Participant" shall mean an eligible employee who has been granted an
Option.
(k) "Subsidiary" shall mean a corporation a majority of the outstanding
voting capital stock of which is owned by the Company.
Article III. - Administration
3.1 Stock Option Committee. (a) The Stock Option Committee appointed by the
Board of Directors of the Company shall administer the Plan. The members of the
Committee shall not be eligible to receive an Option under the Plan. The
Committee shall have full power and authority, subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be issued or adopted by the Board of Directors, to grant to eligible
employees Options under Article VI of the Plan, to interpret the provisions of
the Plan and any agreements relating to Options granted under the Plan and to
supervise the administration of the Plan.
(b) Decisions of Committee. All decisions made by the Committee pursuant
to the provisions of the Plan and related resolutions of the Board of Directors
shall be final, conclusive and binding on all persons, including the Company,
its shareholders and employees, and beneficiaries of employees.
Article IV - Shares Subject to the Plan
4.1 (a) Number of Shares. Subject to adjustment as provided for in Section
4.1(b), the maximum number of shares of Common Stock with respect to which
Options may be granted shall be 500,000 shares of Common Stock. Shares of Common
Stock shall be made available from the authorized but unissued shares of the
Company. If an Option granted under the Plan shall expire or terminate for any
reason, the shares subject to, but not delivered, under such Option shall be
available for other Options to be issued under the Plan.
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(b) Adjustments. All as may be deemed appropriate by the Committee, the
aggregate number of shares of Common Stock which may be issued under the Plan,
the number of shares covered by each outstanding Option, and the price per share
in each Option, shall all be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock of the Company resulting
from a subdivision or consolidation of shares or any other capital adjustment, a
stock split, the payment of a stock dividend, or other increase or decrease in
such shares effected without receipt of consideration by the Company.
Article V - Eligibility
5.1 The persons eligible to participate in the Plan and receive Options
under the Plan shall consist of officers and other key employees of the Company
and its subsidiaries, including directors who are full time employees, as
determined by the Committee.
Article VI - Stock Options
6.1 Grant of Options. Subject to the limitations of the Plan, the
Committee, after such consultation with and consideration of the recommendations
of management as the Committee considers desirable, shall select from eligible
employees Participants to be granted Options and determine the time when each
Option shall be granted and the number of shares subject to each Option. Options
may be either Incentive Stock Options or Non-Qualified Stock Options. An
employee may be granted multiple options under the Plan. The Committee may not
grant an employee Incentive Stock Options which in the aggregate are first
exercisable during any one calendar year with respect to Common Stock the
aggregate Fair Market Value of which (determined as of the time of grant)
exceeds $100,000.
6.2 Option Agreements. Each Option under the Plan shall be evidenced by an
option agreement that shall be signed by an officer of the Company and the
Participant and shall contain such provisions as may be approved by the
Committee. Any such option agreement may be amended from time to time as
approved by the Committee and the Participant, provided that the terms of such
option agreement after being amended conform to the terms of the Plan.
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6.3 Option Price. The price at which shares may be purchased upon exercise
of an Option shall be not less than one hundred percent (100%) of the Fair
Market Value of such shares on the date such Option is granted.
6.4 Exercise of Options.
(a) The period during which each Option may be exercised shall be fixed by
the Committee at the time such Option is granted, but such period in no event
shall expire later than ten (10) years from the date the Option is granted.
(b) Except as permitted by Sections 6.6 and 7.1, each Option may not be
exercised for a period of six months from the date the Option is granted and
then only during the continuance of the Participant's employment with the
Company or any of its subsidiaries. Subject to the foregoing limitations and the
terms and conditions of the option agreement and unless cancelled prior to
exercise, each Option shall be exercisable in whole or in part in installments
at such time or times as the Committee may prescribe and specify in the
applicable option agreement.
(c) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by the Company.
Such payment shall be made in cash or, at the discretion of the Committee,
through the delivery of shares of Common Stock of the Company with a value equal
to the total option price or a combination of cash and shares. Any shares so
delivered shall be valued at their Fair Market Value on the exercise date. No
Participant shall be deemed to be a holder of any shares subject to any Option
prior to the issuance of such shares upon exercise of such Option.
6.5 Non-Transferability of Options. No Option or any rights with respect
thereto shall be subject to any debts or liabilities of a Participant, nor be
assignable or transferable except by Will or the laws of descent and
distribution, nor be exercisable during the Participant's lifetime other than by
the Participant, nor shall Common Stock be issued to or in the name of one other
than the Participant; provided, however, that an Option may after the death or
disability of a Participant be exercised pursuant to Section 6.6(b); and
provided further than any Common Stock issued to a Participant hereunder may at
the request of the Participant be issued in the names of the Participant and one
other person, as joint tenants with right of survivorship and not as tenants in
common, or in the name of a trust for the benefit of the Participant or for the
benefit of the Participant and others.
6.6 Death and Disability. Subject to the condition that no Option may be
exercised in whole or in part after the expiration of the option period
specified in the applicable option agreement and subject further to the
requirement that a Participant may not exercise an Option within six months
following the grant of the Option:
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(a) Except as hereinafter provided, an Option may be exercised by the
Participant only while such Participant is in the employ of the Company or a
subsidiary. In the event that the employment of a Participant to whom an Option
has been granted under the Plan shall terminate (except as set forth below) such
Option may be exercised, to the extent that the Option was exercisable on the
date of termination of employment, only until the earlier of three (3) months
after such termination or the original expiration date of the Option; provided,
however, that if termination of employment results from death or total and
permanent disability, such three (3) month period shall be extended to twelve
(12) months; and provided, further, that any Option held by a Participant whose
employment shall be terminated either (i) for cause as determined by the
Committee or (ii) voluntarily by the Participant and without the consent of the
Company shall, to the extent not theretofore exercised, forthwith terminate.
(b) In the event of the permanent disability of a Participant as determined
by the Committee, an Option which is otherwise exercisable may be exercised by
the Participant's legal representative or guardian. In the event of the death of
the Participant, an Option which is otherwise exercisable may be exercised by
the person or persons whom the Participant shall have designated in writing on
forms prescribed by and filed with the Committee ("Beneficiaries"), or, if no
such designation has been made, by the person or persons to whom the
Participant's rights shall have passed by Will or the laws of descent and
distribution ("Successors"). The Committee may require an indemnity and/or such
evidence or other assurances as it may deem necessary in connection with an
exercise by a legal representative, guardian, Beneficiary or Successor.
Article VII - General Provisions
7.1 Change in Control.
(a) In the case of a Change in Control (as defined below) of the Company,
unless the Committee determines otherwise, each Option then outstanding shall
immediately become exercisable in full.
(b) Any determination by the Committee made pursuant to this Section may be
made as to all outstanding Options or only as to certain Options specified by
the Committee and any such determinations shall be made in cases covered by
subparagraphs 7.1(c)(i) and (ii) below prior to or as soon as practicable after
the occurrence of such event and in the cases covered by subparagraphs
7.1(c)(iii) or (iv) prior to the occurrence of such event.
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(c) A Change in Control shall occur if:
(i) Any "person" or "group of persons" as such terms are defined in
Section 13(d) and 14(c) of the Securities Exchange Act of 1934 (the "Exchange
Act") directly or indirectly purchases or otherwise becomes the "beneficial
owner" (as defined in the Exchange Act) or has the right to acquire such
beneficial ownership (whether or not such right is exercised immediately, with
the passage of time or subject to any condition) of voting securities
representing thirty percent (30%) or more of the combined voting power of all
outstanding voting securities of the Company,
(ii) During any period of two consecutive years the individuals who at the
beginning of such period constitute the Board of Directors cease for any reason
to constitute at least the majority of the members thereof unless (1) there are
five or more directors then still in office who were directors at the beginning
of the period and (2) the election or the nomination for election by the
Company's shareholders of each new director was approved by at least two-thirds
(2/3) of the directors then still in office who were directors at the beginning
of the period,
(iii) The shareholders of the Company shall approve an agreement to merge
or consolidate the Company with or into another corporation as a result of which
less than fifty percent (50%) of the outstanding voting securities of the
surviving or resulting entity are or are to be owned by the former shareholders
of the Company (excluding from former shareholders a shareholder who is or as a
result of the transaction in question, becomes an "affiliate" as defined in Rule
12b-2 under the Exchange Act of any party to such consolidation or merger), or
(iv) The shareholders of the Company shall approve the sale of all or
substantially all of the Company's business and/or assets to a person or entity
that is not a wholly-owned subsidiary of the Company.
7.2 No Right of Continued Employment. Neither the establishment of the
Plan, the granting of Options or the payment of any benefits hereunder or any
action of the Company or of the Board of Directors or of the Committee shall be
held or construed to confer upon any person any legal right to be continued in
the employ of the Company or its subsidiaries, each of which expressly reserves
the right to discharge any employee whenever the interest of any such company in
its sole discretion may so require without liability to such company, the Board
of Directors or the Committee except as to any rights that may be expressly
conferred upon such employee under the Plan.
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7.3 No Segregation of Cash or Shares. The Company shall not be required to
segregate any shares of Common Stock that may at any time be represented by
Options, and the Plan shall constitute an "unfunded" plan of the Company. No
employee shall have rights with respect to shares of Common Stock prior to the
delivery of such shares. The Company shall not, by any provisions of the Plan,
be deemed to be a trustee of any Common Stock or any other property and the
liabilities of the Company to any employee pursuant to the Plan shall be those
of a debtor pursuant to such contract obligations as are created by or pursuant
to the Plan, and the rights of any employee, former employee or beneficiary
under the Plan shall be limited to those of a general creditor of the Company.
7.4 Delivery of Shares. No shares shall be delivered pursuant to any
exercise of an Option under the Plan unless the requirements of such laws and
regulations as may be deemed by the Committee to be applicable thereto are
satisfied. All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable Federal or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.
7.5 Governing Law. The Plan and all determinations made and action taken
pursuant thereto shall be governed by the laws of the State of Michigan and
construed in accordance therewith.
7.6 Payments and Tax Withholding. The delivery of any shares of Common
Stock under the Plan shall be for the account of the Company and any such
delivery or distribution shall not be made until the recipient shall have made
satisfactory arrangements for the payment of any applicable withholding taxes.
Article VIII - Amendment and Termination
8.1 Amendment or Termination. The Board of Directors may amend or terminate
the Plan provided, however, that no such amendment or termination shall
adversely affect any Option then in effect unless the prior approval of the
Participant so affected is obtained and provided further that any amendment to
the Plan shall be subject to shareholder approval to the extent necessary to
satisfy the requirements of Section 16 under the Securities Exchange Act of
1934.
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Article IX - Effectiveness of Plan
9.1 The Plan was adopted by the Board of Directors on May 17, 1994 subject
to the approval by the shareholders of the Company.
Article X - Severability
10.1 If any provision of the Plan, or any term or condition of any Option
granted thereunder, is invalid, such provision, term, condition or application
shall to that extent be void (or, in the discretion of the Board of Directors,
such provision, term or condition may be amended so as to avoid such invalidity
or failure), and shall not affect other provisions, terms or conditions or
applications thereof, and to this extent such provisions, terms and conditions
are severable.
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