LUXEMBURG BANCSHARES, INC.
1999 DIRECTOR STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to
enable the Company to attract and retain directors and
to strengthen the mutuality of interests between such
directors and the Company's shareholders.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Common Stock" shall mean the Common Stock of the Company.
(c) "Company" shall mean Luxemburg
Bancshares, Inc., and any subsidiary of
the Company that the Board authorizes to
participate in the Plan.
(d) "Eligible Director" shall mean any
individual who, on the first day of each
Offering Period, is a Director of the
Company.
(e) "Fair Market Value" shall mean, as of
any date, the value of Common Stock
determined as follows:
(1) If the Common Stock is listed
on any established stock exchange or
a national market system, including
without limitation The Nasdaq
National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock
Market, its Fair Market Value shall
be the closing sales price for such
stock (or the closing bid, if no
sales were reported) as quoted on
such exchange or system for the last
Trading Day on the date of such
determination, as reported in The
Wall Street Journal or such other
source as the Board deems reliable;
or
(2) If the Common Stock is not so
listed, the Fair Market Value
thereof shall be determined in good
faith by the Board.
(f) "Offering Period" shall mean a period of
approximately thirty (30) days during
which Eligible Directors may be offered
the opportunity to purchase Common
Stock. The Board shall have the power
to change the duration of the Offering
Period from time to time in its sole
discretion.
(g) "Plan" shall mean this 1999 Director Stock Purchase Plan.
3. Administration. The Plan shall be
administered by the Board or a committee of members of
the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary
authority to establish Offering Periods; determine
which Eligible Directors will be offered an opportunity
to purchase Common Stock and the amount each such
person can purchase; construe, interpret and apply the
terms of the Plan; determine eligibility; and
adjudicate all disputed claims filed under the Plan.
Every finding, decision and determination made by the
Board or its committee shall, to the full extent
permitted by law, be final and binding upon all
parties.
4. Shares. The maximum aggregate number of
shares of Common Stock that may be issued under the
Plan shall be 10,000 shares of Common Stock (subject to
any increase or decrease pursuant to Section 11), which
may be either authorized and unissued shares of Common
Stock or issued shares of Common Stock that have been
reacquired by the Company.
5. Offers of Common Stock. All offers to
purchase Common Stock to Eligible Directors shall be
determined by the Board. The Board may establish a
formula by which offers under the Plan shall be
automatically granted to Eligible Directors from time
to time. Acceptance of an offer shall occur as
provided in Section 7 hereof.
6. Terms of Offers. Offers to purchase Common
Stock under the Plan shall be subject to the following
terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms
of the Plan, as the Board shall, in its discretion,
determine:
(a) Eligible Directors. Only Eligible
Directors shall be offered the
opportunity to purchase Common Stock
under the Plan.
(b) Purchase Price. The purchase price per
share of Common Stock shall be equal to
the Fair Market Value of a share of
Common Stock on the first day of the
Offering Period.
(c) Number of Shares. The number of shares
of Common Stock that may be purchased by
an Eligible Director shall be determined
by the Board from time to time. No
fractional shares may be purchased.
(d) Voting Rights. An Eligible Director
shall have no interest or voting right
in Common Stock subject to this Plan
until the Common Stock is issued
hereunder.
(e) Transferability of Rights. Unless
determined by the Board, no offer under
the Plan may be assigned, transferred,
pledged, or otherwise disposed of in any
way by an Eligible Director; provided,
however, the Board may allow a
representative of an Eligible Director's
estate to accept an offer hereunder.
(f) Payment. The purchase price of Common
Stock may be paid in cash or by such
other consideration as the Board may
deem appropriate.
(g) Legend. The Company may require each
Eligible Director purchasing Common
Stock to represent to the Company in
writing that the Eligible Director is
acquiring the Common Stock for
investment purposes only and not for
resale or with a view to distribution
and to make such other representations
as the Company may require. The stock
certificates representing such shares
may bear a legend, as determined by the
Company, which the Company believes is
necessary or desirable to comply with
applicable federal and state securities
laws.
(h) Additional Terms and Conditions. The
Board may establish such other terms,
conditions, restrictions and/or
limitations, if any, of any sale of
Common Stock provided they are not
inconsistent with the Plan.
7. Purchase of Common Stock. An Eligible
Director may purchase Common Stock by completing a
subscription agreement in the form of Exhibit A to this
Plan, or such other form as approved by the Board, and
filing it with the Company's Treasurer during the
Offering Period.
8. Delivery. As promptly as practicable after
the last day of the Offering Period, the Company shall
arrange the delivery to each Eligible Director, as
appropriate, the shares purchased in accordance with
this Plan.
9. Conditions Upon Issuance of Common Stock.
The Common Stock sold hereunder has not been
registered under the Securities Act of 1933 and cannot
be sold, offered for sale, pledged, or hypothecated
unless it has been effectively registered under the
Securities Act of 1933, as amended, and applicable
state securities laws, or it becomes eligible for sale
pursuant to exemptions from such registration.
Common Stock shall not be issued under this Plan
unless the sale, issuance and delivery of such shares
shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the Change in Bank
Control Act, the Federal Bank Holding Company Act,
state securities laws, and the rules and regulations
promulgated thereunder, and shall be further subject to
the approval of counsel for the Company with respect to
such compliance.
10. Change in Bank Control. Any provisions of
the Plan to the contrary, no Eligible Director shall
purchase Common Stock under the Plan if, after such
purchase, the Eligible Director would own, control, or
hold power to vote 10% or more of the Common Stock,
unless the Eligible Director has received prior
regulatory approval, in accordance with the Change in
Bank Control Act.
11. Adjustments to Common Stock. If there is any
change in the number of outstanding shares of Common
Stock through the declaration of stock dividends, stock
splits or the like, the number of shares available for
purchase under this Plan shall be automatically
adjusted. Such adjustments shall be made by the Board,
whose determination in that respect shall be final,
binding and conclusive.
12. Amendment or Termination. The Board may at
any time and for any reason terminate or amend the
Plan.
13. Cessation of Director Duties. If an Eligible
Director ceases to be a Director of the Company for any
reason, he or she will be deemed to be no longer
eligible to participate in the Plan.
14. Other Plans. Nothing contained in the Plan
shall prevent the Board from adopting other or
additional compensation arrangements; and such
arrangements may be either generally applicable or
applicable only in specific cases.
15. No Right to Continue Relationship. Neither
the Plan nor any offer under the Plan shall confer upon
any person any right to continue as a Director of the
Company or obligate the Company to nominate any
Director for reelection by the Company's shareholders.
16. Severability. If any part of the Plan shall
be determined to be invalid or void in any respect,
such determination shall not affect, impair, invalidate
or nullify the remaining provisions of the Plan which
shall continue in full force and effect.
17. Liability of Board. No member of the Board
nor any employee of the Company or any of its
subsidiaries shall be liable for any act or action
hereunder, whether of omission or commission, by any
other member of the Board or employee or by any agent
to whom duties in connection with the administration of
the Plan have been delegated or, except in
circumstances involving bad faith, gross negligence or
fraud, for anything done or omitted to be done by
himself.
18. Successors. The Plan shall be binding upon
and inure to the benefit of any successor or successors
of the Company.
19. Term of Plan. The Plan shall become effective
upon its adoption by the Board, but shall be subject to
its approval by the shareholders of the Company.
EXHIBIT A
LUXEMBURG BANCSHARES, INC.
1999 DIRECTOR STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Offering Period: _____________ to _____________
On _____________, the Board of Directors of
Luxemburg Bancshares, Inc. (the "Company") adopted the
1999 Director Stock Purchase Plan (the "Director Stock
Purchase Plan") reserving 10,000 shares for issuance
upon exercise of options issued pursuant to the
Director Stock Purchase Plan. Under the terms of the
Director Stock Purchase Plan, the Board of Directors of
the Company may, from time to time, offer Directors the
opportunity to purchase shares of common stock of the
Company ("Common Stock").
On ____________, the Board of Directors granted
each Director of the Company the opportunity to
purchase up to 150 shares of Common Stock, plus an
additional 2 shares of Common Stock for each year that
the Director has been a member of the Board of
Directors. The Offering Period during which you can
accept this offer is ________ to ________. In order to
accept this offer, you must complete this Subscription
Agreement and file it with the Treasurer during the
Offering Period.
1. ___________________ hereby agrees to purchase the
following number of shares of the Company's Common
Stock in accordance with this Subscription Agreement
and the Director Stock Purchase Plan:
Number of Shares: __________
2. I hereby tender payment in full of the
subscription price for all shares subscribed at a price
of $________ per share of Common Stock.
3. Shares purchased for me under the Director Stock
Purchase Plan should be issued in the name(s) of
(Director or Director and Spouse only):
4. I hereby agree to be bound by the terms of the
Director Stock Purchase Plan. The effectiveness of
this Subscription Agreement is dependent upon my
eligibility to participate in the Director Stock
Purchase Plan.
5. I am acquiring the Common Stock for my own
account, for investment purposes only. I have no
intention to resell the Common Stock in the foreseeable
future.
6. I acknowledge that the Company's Common stock is
not registered under federal or state securities laws.
I agree not to resell any of the Common Stock acquired
hereunder unless such resale is permitted by federal
and state securities laws.
IN WITNESS WHEREOF, the undersigned has executed
this Subscription Agreement this _______ day of
_____________________, _____.
- -----------------------------------
Name
- -----------------------------------
Signature
- -----------------------------------
Title (if applicable
- -----------------------------------
Tax Identification or
Social Security Number
THIS SUBSCRIPTION AGREEMENT MUST BE POSTMARKED ON
OR BEFORE THE LAST DAY OF THE OFFERING PERIOD AND
MAILED TO LUXEMBURG BANCSHARES, INC., C/O
__________________, 630 MAIN STREET, P.O. BOX 440,
LUXEMBURG, WISCONSIN 54217-0440, OR DELIVERED ON
OR BEFORE 5:00 P.M. OF THE LAST DAY OF THE
OFFERING PERIOD TO THE COMPANY, C/O
_________________.