EXHIBIT 4(a)
OLD KENT FINANCIAL CORPORATION
Stock Option Plan
For Nonemployee Director Optionholders of
First National Bank Corp.
Old Kent Financial Corporation ("Old Kent") is a party to a
certain Agreement and Plan of Merger (the "Plan of Merger") with First
National Bank Corp. ("FNBC") pursuant to which FNBC will be merged with and
into Old Kent (the "Merger"). FNBC has previously issued stock options to
its nonemployee directors pursuant to the First National Bank Corp. 1992
Stock Option Plan for Nonemployee Directors (the "FNBC Plan"). Old Kent
has agreed that it will at the closing of the Merger grant to each
nonemployee director of FNBC then serving on FNBC's Board of Directors
replacement options to purchase, for an equivalent price and subject to the
same vesting requirements with respect to service as a director of the bank
or as a director or advisory director of any successor bank, the number of
shares of Old Kent Common Stock that would have been acquired if his or her
options to acquire FNBC Common Stock (including shares as to which his or
her options are not then vested) had been exercised immediately prior to
the effective time of the merger, in consideration for the written waiver
executed by each such nonemployee director of FNBC of any rights that he or
she may have under then outstanding options issued by FNBC to purchase
shares of FNBC Common Stock. Such options are in all other respects to
contain substantially the same terms and conditions as they do prior to the
Merger. Old Kent has further agreed to honor the options according to
their terms and to register the options and the shares acquired upon their
exercise with the Securities and Exchange Commission. This Stock Option
Plan has been adopted by the Board of Directors of Old Kent Financial
Corporation for the purpose of performing those contractual obligations.
1. Establishment of Plan. Old Kent proposes to allow nonemployee
directors of FNBC who are existing holders of nonqualified stock options in
FNBC pursuant to the FNBC Plan to replace those options with options
("Options") to purchase shares of common stock of Old Kent ("Common Stock")
pursuant to the Plan of Merger. The Options will be held pursuant to the
terms and conditions set forth herein. This plan shall be known as the Old
Kent Financial Corporation Stock Option Plan for Nonemployee Director
Optionholders of First National Bank Corp. (the "Plan").
2. Purpose of the Plan. The purposes of the Plan are to fulfill the
conditions of Section 6.6 of the Plan of Merger and to preserve the
availability of pooling of interests accounting for the Merger. This Plan
shall on all occasions be interpreted, construed, and implemented in a
manner consistent with those purposes.
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3. Shares Subject to Plan. The number of shares subject to this
Plan shall be that number of shares of Old Kent Common Stock which would
have been issued if all outstanding options previously issued and then
outstanding under the FNBC Plan had been fully exercisable and exercised
(regardless of whether then vested) immediately prior to the effective time
of the Merger and converted into shares of Old Kent Common Stock in the
Merger pursuant to Section 2.1 of the Agreement and Plan of Merger, subject
to adjustment as provided in Section 11 of the Plan. A table of the
outstanding options is attached as Schedule A. Such shares shall be
authorized and unissued shares.
4. Administration by Committee.
(a) The Plan shall be administered by a committee (the
"Committee") consisting of the members of the Personnel Committee
of the Board of Directors of Old Kent (the "Board") or,
alternatively, at the discretion of the Board, the Board may
appoint a stock option plan committee consisting of not less than
two nor more than five members to administer the Plan. All
Committee members shall be disinterested directors qualified to
serve pursuant to Rule 16b-3 under Section 16 of the Securities
Exchange Act of 1934 as amended and in effect from time to time.
(b) The Committee shall have full power and authority to
interpret the provisions of the Plan and to supervise the
administration of the Plan; provided, however, that the
provisions of the Plan shall be interpreted and applied so as to
provide Options the terms of which are as nearly identical as
possible to the corresponding options under the FNBC Plan and so
as to assure availability of pooling of interests accounting
treatment for the Merger. All determinations made by the
Committee regarding the Plan shall be final and conclusive.
Options may be amended by the Committee consistent with the Plan,
provided that no such amendment may become effective without the
consent of a participant unless such amendment operates solely to
the participant's benefit.
(c) The expenses of administering this Plan shall be borne
by Old Kent. The Committee shall hold its meetings at such times
and places as it deems advisable. Action may be taken by a
written instrument signed by all of the members of the Committee,
and any action so taken shall be as fully effective as if it had
been taken at a meeting duly called and held. The Committee
shall make such rules and regulations for the conduct of its
business as it deems advisable. The members of the Committee
shall be paid normal committee fees.
(d) Each person who is or shall have been a member of the
Committee shall be indemnified and held harmless by Old Kent from
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and against any cost, liability, or expense imposed or incurred
in connection with such person's or the Committee's taking or
failing to take any action under the Plan to the fullest extent
permitted by Old Kent's Articles of Incorporation and Bylaws.
Each such person shall be justified in relying on information
furnished in connection with the Plan's administration by any
appropriate person or persons. This right of indemnification
shall inure to the benefit of the heirs, executors, or
administrators of each member of the Committee and shall be in
addition to all other rights to which members of the Committee
may be entitled as a matter of law, contract, or otherwise.
5. Eligibility. Nonemployee directors of FNBC who are existing
holders of options to purchase stock in FNBC under the FNBC Plan shall be
the only recipients of Options under this Plan. Upon consummation of the
Merger and cancellation of existing options for FNBC shares held by
nonemployee directors of FNBC, Options for Common Stock shall be granted to
such optionholders under this Plan.
6. Number of Shares and Option Price. The number of shares of
Common Stock that may be acquired by each optionholder upon exercise of an
Option shall be equal to the number of shares of Common Stock such holder
would have acquired if he or she had exercised his or her Option under the
FNBC Plan in its entirety (without regard to vesting requirements)
immediately prior to the effective time of the Merger and the FNBC shares
so acquired had been converted into shares of Common Stock of Old Kent
pursuant to Section 2.1 of the Agreement and Plan of Merger. The price per
share ("Option Price") shall be equal to the price, rounded to two decimal
places, determined by dividing the aggregate option price for all of the
shares subject to each existing employee incentive stock option under the
FNBC Plan by the number of shares of Common Stock of Old Kent that may be
so acquired.
7. Terms and Conditions of Options. Each Option is a nonqualified
option that does not qualify as an incentive stock option under Section 422
of the Internal Revenue Code. Each Option shall be evidenced by a written
option agreement substantially similar to the option agreement in effect
under the FNBC Plan at the effective time of the merger, as amended (the
"Option Agreement"), and the following terms and conditions:
(a) Number of Shares. Each participant shall be notified
following the Merger of the revised number of shares and Option
Price as determined under Section 6. Each participant shall sign
a new option agreement setting forth the revised number of shares
and Option Price, and the participant shall surrender his option
agreement under the FNBC Plan.
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(b) Time of Payment. The Option Price for each share
purchased pursuant to an Option granted under the Plan shall be
payable in full upon exercise, through the form of payment
provided for in Section 7(c).
(c) Payment. The Option Price shall be paid in one or a
combination of the following alternative forms: (i) cash or
(ii) shares of Common Stock valued at their Market Value. For
purposes of this Plan, "Market Value" shall mean the last sale
price of the Common Stock as reported on the NASDAQ National
Market System on the day preceding the date of exercise, or, if
the last sale price of shares of Common Stock is not so reported
on that date, then at a fair market value determined by the
Committee by any reasonable method selected by it in good faith.
(d) Duration and Limits on Exercise of Options. Each Option
shall be exercisable in whole or in part in such amounts and at
or after such dates or upon such conditions as may be specified
in the Option Agreement. Each Option shall be subject to
comparable vesting requirements with respected to services a
director of First National Bank in Macomb County or as a director
or advisory director of any successor to that bank. Unless
otherwise provided in the Option Agreement, an Option shall be
deemed outstanding until it either expires or is exercised in
full. No Option may be exercised for a fractional share of
Common Stock.
(e) Manner of Exercise of Options. Options shall be
exercised by the delivery of written notice to Old Kent setting
forth the number of shares of Common Stock with respect to which
the Option is to be exercised, together with payment of the full
consideration for the shares as to which the Option is being
exercised. The written notice will also specify the address to
which the certificates for the shares are to be mailed or
delivered. Whenever an Option is exercised by exchanging shares
of Common Stock owned by the participant, the participant shall
deliver to Old Kent certificates registered in the name of such
participant representing a number of shares of Common Stock
legally and beneficially owned by such participant, free of all
liens, claims, and encumbrances of every kind, accompanied by
stock powers duly endorsed in blank by the record holder of the
shares represented by such certificates. Such notices,
certificates, and stock powers may be delivered in person to the
Secretary of Old Kent or his designee, or may be sent by
registered mail, return receipt requested, to such officer of Old
Kent, in which case delivery shall be deemed made on the date
such notice is deposited in the mail. As promptly as practicable
after receipt of such written notification and payment, Old Kent
shall deliver to the participant certificates for the number of
shares of Common Stock with respect to which such Option has been
so exercised, issued in the participant's name.
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8. No Rights as Shareholder. An optionholder shall have none of the
rights of a shareholder of Old Kent until shares of Common Stock are issued
to him, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date such stock certificate is
issued.
9. Expiration of Options. The unexercised portion of each Option
shall automatically and without notice expire and become null and void at
the end of the earliest to occur of the following:
(a) The expiration date for the Option as set forth on
Schedule A;
(b) The expiration of 3 months after a participant is no
longer an employee, director, or advisory director of Old Kent or
one of its subsidiaries, or FNBC or its subsidiary, other than by
reason of permanent disability (as defined in Section 22(e)(3) of
the Internal Revenue Code), death, or for cause;
(c) The expiration of 1 year following the death or
permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code) of a participant; or
(d) The termination of a participant's service as a
director or advisory director of Old Kent or any of its
subsidiaries, if such termination is for cause.
Nothing in the Plan or in any Option Agreement shall interfere with or
limit in any way the right of Old Kent or any of its subsidiaries to
terminate a participant's directorship at any time or confer upon any
participant any right to continue as a director or advisory director of Old
Kent or any subsidiary of Old Kent.
10. Changes in Old Kent's Capital Structure.
(a) No Effect on Corporate or Shareholder Action. The
existence of outstanding Options shall not affect in any way the
right or power of Old Kent or its shareholders to make or
authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in Old Kent's capital structure
or its business, or any merger or consolidation of Old Kent, or
any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of Old Kent, 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.
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(b) Uncompensated Change in Capital Structure. If Old Kent
shall effect a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend, the
distribution of a stock split, or other increase or reduction in
the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services, or property,
then both of the following modifications shall be made:
(i) the number, class, and per share Option Price of
shares of Common Stock subject to outstanding Options shall
be appropriately adjusted. After adjustment, the participant
shall be entitled to receive upon exercise of an Option for
the same aggregate cash consideration, the same total number
and class of shares as the participant would have received
upon the adjustment, assuming exercise of the Option in full
immediately prior to the event requiring the adjustment;
(ii) the number and class of shares then authorized and
reserved for issuance under the Plan shall be adjusted by
substituting for the total number and class of shares of
Common Stock then authorized and reserved that number and
class of shares of Common Stock that would have been
received by the owner of an equal number of outstanding
shares of each class of Common Stock as the result of the
event requiring the adjustment.
(c) Merger Where Old Kent Survives. After a merger of one
or more corporations into Old Kent, or after a consolidation of
Old Kent and one or more corporations in which Old Kent shall be
the surviving corporation, each holder of an outstanding Option
shall be entitled upon exercise of such Option to receive the
number and class of shares of stock, or other property to which
such holder would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to
such merger or consolidation, such holder had been the holder of
record of the number and class of shares of Common Stock equal to
the number and class of shares as to which such Option could have
been so exercised. This entitlement shall be at no additional
cost to the participant. Modifications under this subsection (c)
may be subject to required action by shareholders. The stock or
other property to which the participant is entitled under this
subsection (c) shall be in lieu of the number and class of shares
as to which such Option would have been so exercisable in the
absence of such triggering event.
(d) Merger Where Old Kent Does Not Survive. If Old Kent is
merged into or consolidated with another corporation under
circumstances where Old Kent is not the surviving corporation, or
if Old Kent is liquidated, or sells or otherwise disposes of
substantially all of its assets to another corporation while
unexercised Options remain outstanding under the Plan:
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(i) subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation,
liquidation, or sale, as the case may be, each holder of an
outstanding Option shall be entitled, upon exercise of such
Option, to receive, in lieu of shares of Common Stock,
shares of such stock or other property as the holders of
shares of such class of Common Stock received pursuant to
the terms of the merger, consolidation, liquidation, or
sale;
(ii) the Board may waive any limitations so that all
Options, from and after a date prior to the effective date
of such merger, consolidation, liquidation, or sale, as the
case may be, specified by the Board, shall be exercisable in
full; and
(iii) unless the terms of the Option Agreements provide
otherwise, all outstanding Options may be canceled by the
Board as of the effective date of any such merger,
consolidation, liquidation, or sale, provided that notice of
such cancellation shall be given to each holder of an Option
at least 10 days prior to the effective date of the merger.
(e) No Adjustment. Except as otherwise expressly provided,
the issuance by Old Kent of shares of stock of any class, or
securities convertible into shares of stock of any 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, or upon conversion of shares or obligations of Old Kent
convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the number, class, or Option Price of shares of
Common Stock then subject to outstanding Options.
11. Effective Date of Plan. This Plan shall take effect at the
Effective Time of the Merger.
12. Amendment. The Board may terminate or suspend the Plan at any
time, or may from time to time amend the Plan as it deems proper and in the
best interests of Old Kent, provided that no such amendment may impair the
rights of a participant under any outstanding Option without the
participant's consent.
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Schedule A
FIRST NATIONAL BANK CORP.
SUMMARY OF OUTSTANDING NONEMPLOYEE
DIRECTOR STOCK OPTIONS
HOLDER GRANTED EXPIRATION TYPE FNBC PRICE PER
ON DATE SHARES SHARE
Raymond M. 04/22/92 04/22/99 Nonqualified 14,700 $15.31
Contesti
James T. 04/22/92 04/22/99 Nonqualified 14,700 $15.31
Cresswell
Arie 04/22/92 04/22/99 Nonqualified 17,640 $15.31
Guldemond
Frank E. 04/22/92 04/22/99 Nonqualified 14,700 $15.31
Jeannette
David A. 04/22/92 04/22/99 Nonqualified 14,700 $15.31
McKinnon
Robert D. 04/22/92 04/22/99 Nonqualified 11,760 $15.31
Morrison
John J. 04/22/92 04/22/99 Nonqualified 14,700 $15.31
Mulso
Glen D. 04/22/92 04/22/99 Nonqualified 14,700 $15.31
Schmidt
TOTALS 117,600