EXHIBIT 4.5
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CENTRAL ILLINOIS BANCORP, INC.
FORM OF 1998 NON-QUALIFIED SUBSIDIARY DIRECTOR
STOCK OPTION AGREEMENT
[Date]
This Central Illinois Bancorp, Inc. Non-Employee Director Stock
Option Agreement (the "Agreement") is made and entered into this ___
day of _____, 199__ by and between Central Illinois Bancorp, Inc., an
Illinois corporation, with its principal office located at 2913 W.
Kirby Avenue, Champaign, Illinois, 61821 (CIBI) and _______________
(Participant).
WITNESSETH:
WHEREAS, on March 26, 1998 the Board of Directors of CIBI adopted
the Central Illinois Bancorp, Inc. Non-Qualified Director Stock Option
Plan (the "Plan"), a copy of which is attached hereto as Exhibit A and
made a part hereof by this reference, to permit options to purchase
shares of CIBI's common stock (the "Stock") to be granted to non-
employee directors of CIBI or any of its subsidiaries effective
February 25, 1998 (the "Grant Date");
WHEREAS, on April 30, 1998, the shareholders of CIBI adopted the
Plan; and
WHEREAS, Participant is a director of CIBI or one or more of its
subsidiaries, and CIBI desires Participant to remain in such
directorship by providing Participant with a means to acquire or to
increase Participant's proprietary interest in the success of CIBI and
its subsidiaries.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, understandings and agreements herein set forth, and for
other good and valuable consideration, the parties hereby mutually
covenant and agree as follows:
1. Subject to the terms and conditions of the Plan and this
Agreement, CIBI irrevocably grants to Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation
for services, the option to purchase from CIBI all or part of an
aggregate number of ___ shares of Stock (such shares of stock are
hereinafter referred to as the "Optioned Shares", and the option to
purchase the Optioned Shares is referred to as the "Option"). It is
intended that the Option granted to Participant pursuant to the Plan
and this Agreement is designated as a non-qualified option and not to
be treated as an incentive stock option within the meaning of Section
422A of the Internal Revenue Code of 1986, as currently amended.
2. The price to be paid for the Optioned Shares shall be
_______________ ($______) per share, which is not less than 100% of
the fair market value of the Optioned Shares on the Grant Date. Such
fair market value was determined by the Board of Directors of CIBI,
utilizing the same formula as has been utilized in prior private
placement memorandums because there is no market in which the Stock,
including the Optioned Shares, are actively traded.
3. Subject to the terms and conditions of the Plan and this
Agreement, and except as otherwise provided herein, the Option may be
exercised by the Participant only while in the employ of CIBI or any
of its subsidiaries, in whole or in part and from time to time as
provided in this Agreement, and only during the period beginning on
the Grant Date and ending on the ___ day of ______, 200__ (the
"Expiration Date").
4. The Option may not be assigned, transferred (except by will
or the laws of descent and distribution in accordance with the terms
of this Agreement), pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to
the provisions of this Agreement, and the levy of any attachment or
similar process on the Option shall be null and void and without
effect.
5. The Option may be exercised only by written notice delivered
or mailed by postage paid registered or certified mail, addressed to
CIBI at the office above mentioned, specifying the number of Optioned
Shares being purchased. Such notice shall be accompanied by tender of
payment of the entire option price for the Optioned Shares being
purchased either in cash, certified check, or bank draft payable to
the order of CIBI. Upon receipt of payment of the entire purchase
price for the Optioned Shares purchased, a certificate or certificates
evidencing such Optioned Shares shall be issued to Participant. The
Optioned Shares purchased shall be fully paid and nonassessable,
except as may be imposed by the Illinois Business Corporation Act of
1983, as amended.
6. Participant agrees that upon exercise of the Option and
purchase of the Optioned Shares, he/she shall not sell or dispose of
the stock received within two (2) years after the Option is granted,
and said Optioned Shares will be held for at least one year after
purchase and transferred to Participant.
7. Participant shall remain a director of CIBI or any of its
subsidiaries for a continuous period of at least twelve (12) months
(commencing on the first day of the month of the Grant Date), or until
Participant's earlier termination or retirement at the pleasure of
CIBI or of the appropriate subsidiary.
8. Participant understands and agrees that by entering into
this Agreement it does not confer upon him/her any right to continue
in the directorship of CIBI, or any such subsidiary, and that it does
not prejudice or interfere in any way with the right of CIBI or any
such subsidiary to terminate the directorship of the Participant at
any time.
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9. It is agreed that if Participant ceases to be a director of
CIBI or any subsidiary for any reason other than termination without
cause, disability or death, then the Option shall be null and void and
terminate. If Participant is terminated for any reason other than
cause, Participant may exercise within ninety (90) days of such
termination any unexercised options that could have been exercised
pursuant to and in accordance with paragraph 11 of this Agreement as
of the termination date. If Participant ceases to be a director of
CIBI or any subsidiary by reason of disability, the Option may be
exercised to the extent otherwise exercisable at the date of
Participant's disability, in whole or in part, or within twelve (12)
months after the date of such disability and not thereafter, but in no
event later than the Expiration Date. Notwithstanding anything to the
contrary in this Agreement, if Participant dies while a director of
CIBI or any subsidiary, the entire Option to the extent not otherwise
exercised, may be exercised within twelve (12) months after the date
of death by the person(s) to whom the Option is transferred by laws or
applicable laws of descent and distribution, subject to the terms and
conditions of this Agreement and the Plan, but in no event later than
the Expiration Date.
For purposes of this paragraph, "cause" shall mean: a) the
willful failure of Participant to substantially perform his/her duties
with CIBI or any of its subsidiaries (other than any such failure
resulting from Participant incapacity due to physical or mental
illness) after a written demand for substantial performance is
delivered to Participant specifically identifying the manner in which
Participant has not substantially performed his/her duties; b) any
willful act of misconduct by Participant which is materially injurious
to CIBI or its subsidiaries (monetarily or otherwise); c) a criminal
indictment or conviction of Participant for any felony or act
involving dishonesty, breach of trust, or a violation of the laws of
the United States; d) a breach of fiduciary duty involving personal
profit; e) a willful violation of any law, rule, regulation or final
cease and desist order; f) incompetence, personal dishonesty or
material violation of any employment policy of CIBI or any of its
subsidiaries relating to Participant which would have a material
adverse effect on CIBI or any of its subsidiaries; or g) suspension,
removal and/or prohibition (whether temporary or permanent) from
participating in the affairs of CIBI or any of its subsidiaries.
10. Participant understands and agrees that he/she shall not be
deemed, for any purpose, to be a stockholder of CIBI with respect to
any shares which may be acquired hereunder except to the extent that
the Option shall have been exercised with respect thereto and a stock
certificate(s) issued therefor.
11. Except and to the extent as otherwise provided in this
Agreement, the Option may only be exercised during the life of
Participant and only by Participant as follows: (A) 20% of the Option
per annum on each anniversary date or during such one year period
following each anniversary date of the Grant Date; (B) 100% of the
Option on the 5 year anniversary date and thereafter until the
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Expiration Date; or (C) accumulation of unexercised options, i.e. 20%
at or after 1 year anniversary; 40% at or after 2 year anniversary;
60% at or after 3 year anniversary; 80% at or after 4 year
anniversary; 100% at or after 5 year anniversary and thereafter until
the Expiration Date.
12. Participant agrees that the existence of the Option herein
granted shall not affect in any way the right or power of CIBI or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in CIBI's capital
structure or its business, or any merger or consolidation of CIBI, or
any issuance of bonds, debentures, preferred or prior preference stock
ahead of or affecting the stock or the rights thereof, or dissolution
or liquidation of CIBI, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise. Notwithstanding anything
contained in Paragraph 11 of this Agreement, upon any change in
control, merger or consolidation whereby the CEO of CIBI is not the
CEO of the resulting company and the members of the Board of Directors
of CIBI, or any number thereof prior to such change in control, merger
or consolidation do not constitute a majority plus one director of the
total number of directors appointed to the Board of Directors of the
resulting company; or liquidation, or sale or transfer by CIBI of
substantially all of its assets, all Options granted shall become
immediately vested and exercisable whether or not exercisable at such
time. Except as otherwise provided herein, in the event of a merger,
consolidation, reorganization, recapitalization, reclassification of
stock, stock dividend, stock-split, or other change in the corporate
structure or capitalization of CIBI affecting CIBI's common stock as
presently constituted, appropriate adjustments shall be made by the
Board of Directors in the aggregate number and kind of shares subject
to the Plan, the maximum number and kind of shares for which options
may be granted in any calendar year, the maximum number and kind of
shares for which options may be granted to any Participant, and the
number and kind of shares and the price per share subject to
outstanding options.
13. Participant agrees for himself/herself, and his/her heirs,
legatees, and legal representatives that, with respect to all Stock
acquired pursuant to the terms and conditions of this Agreement,
he/she and his/her heirs, legatees and legal representatives will not
sell or otherwise dispose of such shares, except pursuant to an
effective registration statement under the Securities Act of 1933, as
amended (the "Act"), if applicable, or except in a transaction which,
in the opinion of counsel for CIBI, is exempt from registration under
the Act.
14. As a condition of granting the Option, Participant agrees
for himself/herself and his/her legal representatives, at his/her
expense, that any dispute or disagreement which may arise under, or as
a result of or pursuant to the Plan or this Agreement shall be
determined by a Committee, as appointed by the Board of Directors of
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CIBI, and any interpretation by the Board of Directors of the terms of
the Plan or this Agreement shall be final, binding, and conclusive.
IN WITNESS WHEREOF, CIBI has caused this instrument to be
executed by its duly authorized officers and Participant has hereunto
affixed his/her hand on the day and year first above-written.
CENTRAL ILLINOIS BANCORP, INC.
By:___________________________ Attest:____________________________
President Secretary/Assistant
Secretary
PARTICIPANT
______________________________
____________________
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