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.
(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
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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
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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
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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.
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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.