EXHIBIT 10 AMENDMENT ONE TO THE 1994 DIRECTORS' STOCK OPTION PLAN
OF METROBANCORP DATED APRIL 24, 1997.
AMENDMENT ONE TO THE 1994
DIRECTORS' STOCK OPTION PLAN
OF METROBANCORP
This Amendment One to the 1994 Directors' Stock Option Plan of
MetroBanCorp ("Plan") is hereby adopted this 24 day of April, 1997 by
MetroBanCorp ("Holding Company"), effective as of January 1, 1997;
W I T N E S S E T H:
WHEREAS, the Holding Company adopted the Plan for the purposes
set forth therein; and
WHEREAS, pursuant to paragraph 10 of the Plan, the Holding
Company reserved the right to amend the Plan with respect to certain
matters by action of its Board of Directors; and
WHEREAS, the Board of Directors has approved and adopted this
Amendment One, subject to the approval thereof by the holders of a
majority of the outstanding common stock of the Holding Company
represented at the 1997 annual meeting;
NOW, THEREFORE, the Plan is hereby amended, effective as of
January 1, 1997, unless otherwise stated herein, in the following
particulars:
1. By substituting the following for Paragraph 1 of the
Plan:
"1. Purpose. The Plan is designed to promote the interests
of MetroBanCorp ("Holding Company"), through the granting of
nonqualified stock options ("NSOs") to the members of the
Board of Directors of the Holding Company ("Holding Company
Directors") and to the members of the Board of Directors of
its banking subsidiary, MetroBank ("Bank Directors")."
2. By substituting the following for Paragraph 2(d) of the
Plan:
"(d) No Contract of Employment. Neither the Plan nor any
stock option agreement executed hereunder shall
constitute a contract of employment between the Holding
Company and a Holding Company Director or between the
Bank and a Bank Director. Participation in the Plan
does not give any Director the right to be retained,
nominated or re-elected as a Director."
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3. By substituting the following for Paragraph 3 of the Plan:
"3. Shares Covered By the Plan. The stock to be subject to
options under the Plan shall be shares of authorized
common stock of the Holding Company and may be unissued
shares or reacquired shares (including shares purchased
in the open market), or a combination thereof, as the
Committee may from time to time determine. Subject to
the provisions of Paragraph 10, the maximum number of
shares to be delivered upon exercise of all options
granted under the Plan shall not exceed two hundred
twenty-seven thousand five hundred (227,500) shares.
Of these shares, fifty thousand (50,000) have
previously been made the subject of options granted
under the Plan. Of the remaining one hundred seventy-
seven thousand five hundred (177,500) shares, a total
of one hundred fifty thousand (150,000) shares shall be
allocated to Holding Company Directors and twenty-seven
thousand five hundred (27,500) shares shall be
allocated to Bank Directors. Shares covered by an
option that are forfeited due to termination of service
or that remain unpurchased upon expiration or
termination of the option may not be made subject to
further options."
4. By substituting the following for Paragraph 4 of the Plan:
"4. Eligibility. Only those individuals who are serving as
Holding Company Directors or Bank Directors on January
1, 1997, shall be eligible to receive grants of NSO's
under the Plan. Each such Holding Company Director as
of that date shall receive options to acquire three
thousand (3,000) shares of Holding Company stock. Each
such Bank Director as of that date shall receive
options to acquire five hundred (500) shares of Holding
Company stock. Each year thereafter, for a period of
four (4) consecutive years, each such Holding Company
Director shall receive options to acquire three
thousand (3,000) shares of Holding Company stock. Each
year thereafter, for a period of four (4) consecutive
years, each such Bank Director shall receive options to
acquire five hundred (500) shares of Holding Company
stock."
5. By substituting the following for Paragraph 5 of the Plan:
"5. Option Price. The exercise price per share of stock
under each NSO granted to a Holding Company Director or
Bank Director shall be the per share last trade price
of the Holding Company's stock as reported by the
National Association of Securities Dealers Automated
Quotations System ("NASDAQ") on the date that the
option is granted. If an option is granted on a date
on which the NASDAQ is not open for trading, or on
which shares of the Holding Company's stock did not
trade, the exercise price shall be the per share last
trade price of the Holding Company's stock on the most
recent trading day preceding the day on which the
option is granted."
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6. By substituting the following for Paragraph 7 of the Plan,
effective with respect to all options granted under the
Plan:
"7. Vesting and Exercise of Options.
(a) Options granted hereunder shall be fully vested
and shall become immediately exercisable on and after the
date of grant.
(b) During the lifetime of a Director, all options
granted hereunder shall be exercisable only by the Director,
except with respect to options transferred by a Director to
a Family Member in accordance with the provisions of
paragraph 9. During the lifetime of a Family Member to whom
any options have been transferred in accordance with
paragraph 9, such options shall be exercisable only by such
Family Member.
(c) All rights to exercise an option, whether
exercisable by a Director or Family Member, shall terminate
on the date on which the Director ceases to be a Director of
the Holding Company or the Bank, and shall thereupon be
forfeited. Provided, however, if the Director dies or
becomes permanently and totally disabled while actively
serving as a Director, the option shares otherwise
exercisable may be exercised within one (1) year from the
date his status as a Director ceases for such reasons."
(d) Upon the death of a Family Member to whom any
options have been transferred in accordance with paragraph
9, any options which were exercisable by such Family Member
immediately prior to his death may be exercised by the
executor or administrator of his estate; provided, however,
that such executor's or administrator's right to exercise
such options shall terminate upon the earlier to occur of
(i) one (1) year following the death of the Family Member;
or (ii) the expiration of the option pursuant to its terms."
7. By substituting the following for Paragraph 9 of the Plan,
effective with respect to all options granted under the
Plan:
"9. Limited Transferability.
(a) No option granted under the Plan shall be
transferable except (i) by will or by the laws of descent
and distribution; or (ii) to a Family Member of a Director
in accordance with the provisions of this paragraph 9. An
option that is transferred to a Family Member shall not be
transferable by such Family Member, except for any transfer
by such Family Member's will or by the laws of descent and
distribution upon the death of such Family Member.
(b) All options granted under the Plan that have been
transferred by a Director to a Family Member in accordance
with this paragraph 9 must be exercised by such Family
Member and, in the event of the death of such Family Member,
by such Family Member's executor or administrator only in
the same manner, to the same extent and under the same
circumstances (including, without limitation, the time
period within which the options must be exercised) as the
Director or, in the event of the Director's death, the
executor or administrator of the Director's estate could
have exercised such options.
page 18
(c) For purposes of this paragraph 9, "Family Member"
means (i) a Director's spouse; (ii) a Director's children or
more remote descendants (natural and adopted) (collectively,
the "Issue"); (iii) any partnerships which, by their terms,
limit the partners thereof to the Director's spouse or
Issue; and (iv) any trusts established solely for the
benefit of the Director's spouse or Issue, provided that
such spouse or Issue survives the trust's termination date."
8. All other provisions of the Plan shall remain the same.
IN WITNESS WHEREOF, MetroBanCorp, by its officers thereunder duly
authorized, has executed this Amendment One to the 1997 Directors'
Stock Option Plan of MetroBanCorp this 24 day of April, 1997, but
effective as of January 1, 1997, unless otherwise stated herein.
METROBANCORP
/s/ IKE G. BATALIS
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Ike G. Batalis, President
[SEAL]
ATTEST:
/s/ CHARLES V. TUREAN
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Charles V. Turean, Secretary
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