EXHIBIT 10.1
AMENDMENT NO. 8
TO THE
FIRST COMMERCE CORPORATION
1985 STOCK OPTION PLAN
WHEREAS, the 1985 Stock Option Plan (the "Plan") was adopted
by the First Commerce Corporation (the "Company") Board of
Directors on February 25, 1985 and approved by the Company's
shareholders on March 18, 1985; and
WHEREAS, the Plan has been amended seven times in various
respects since its adoption; and
WHEREAS, the Board of Directors desires to amend the Plan at
this time to enable the Company to utilize treasury shares as
well as newly issued shares upon the exercise of stock options
granted under the Plan;
NOW THEREFORE, Paragraph 1 of Article V of the Plan is
hereby amended to read in its entirety as follows:
Subject to adjustments under Article XIV of the
Plan, the maximum number of shares of stock for which
Options may be granted and which may be issued as
shares of restricted stock pursuant to the Plan shall
be 1,500,000 shares of Common Stock (adjusted to
reflect a 50% stock dividend paid on January 11, 1993)
either from authorized but heretofore unissued stock,
from previously issued stock held as treasury stock or
from stock reacquired by the Company upon lapse or
cancellation of Options prior to their exercise in
full. However, non-qualified stock options that are
cancelled by the exercise of underlying stock
appreciation rights are not subject to reissuance under
the Plan.
Date adopted by the Board of Directors: _________________.
FIRST COMMERCE CORPORATION
Dated: _____________ By:
Title:
AMENDMENT NO. 9 TO THE
FIRST COMMERCE CORPORATION
1985 STOCK OPTION PLAN
WHEREAS, the 1985 Stock Option Plan (the "Plan") was adopted
by the First Commerce Corporation (the "Company") Board of
Directors on February 25, 1985 and approved by the Company's
shareholders on March 18, 1985; and
WHEREAS, the Plan has been amended eight times in various
respects since its adoption; and
WHEREAS, the Board of Directors desires to amend the Plan at
this time to permit participants to deliver shares of First
Commerce Corporation Common Stock to satisfy tax liability that
may arise in connection with the exercise of stock options or the
vesting of restricted stock under the Plan and to provide that
the procedures specified in the Plan to be followed by a person
subject to Section 16 of the Securities Exchange Act of 1934 in
connection with an election to have shares withheld to satisfy a
tax withholding obligation must only be complied with if the
participant wishes the stock withholding transaction to be exempt
from Section 16 liability; and
WHEREAS, the Board of Directors desires to amend the Plan to
permit loans by the Company to participants in the Plan to assist
in the payment of the stock option exercise price and the tax
liability that arises in connection with an incentive granted
under the Plan;
NOW THEREFORE, the Plan is hereby amended as follows:
I.
The definition of "Committee" in Paragraph 1(c) of the Plan
is hereby amended in accordance with the amended By-laws of the
Company to read in its entirety as follows:
(c) "Committee" - the Compensation Committee as
established under the By-laws of the Company.
The term "Compensation Committee" shall be substituted for
the term "Stock Option Committee" wherever such term appears in
the Plan.
II.
Article XXI is hereby amended to read in its entirety as
follows:
ARTICLE XXI
Withholding
At any time that a participant is required to pay
to the Company an amount required to be withheld under
the applicable income tax laws in connection with the
issuance of shares of Common Stock under the Plan or
upon the lapse of restrictions on shares of restricted
stock, the participant may, subject to the Committee's
right of disapproval, satisfy this obligation in whole
or in part by electing (the "Election") to have the
Company withhold from the distribution shares of Common
Stock having a value equal to the amount required to be
withheld. The value of the shares withheld shall be
based on the Fair Market Value of the Common Stock on
the date that the amount of tax to be withheld shall be
determined (the "Tax Date").
Each Election must be made prior to the Tax Date. The
Committee may disapprove of any Election or may suspend or
terminate the right to make Elections. If a participant
makes an election under Section 83(b) of the Internal
Revenue Code with respect to shares of restricted stock, an
Election is not permitted to be made.
If a participant is an officer of the Company within
the meaning of Section 16 of the Exchange Act, then the
exemption provided by Rule 16b-3(e) under the Exchange Act
for the stock withholding transaction will only be available
if the Election meets the following additional provisions:
(a) No Election shall be effective for a Tax Date
that occurs within six months of the grant of the
option or restricted stock.
(b) The Election must be made either (i) six
months prior to the Tax Date or (ii) during a period
beginning on the third business day following the date
of release for publication of the Company's quarterly
or annual summary statements of earnings and ending on
the twelfth business day following such date (a "window
period"). If the Election is made under (b)(ii) hereof
and relates to the exercise of an option, the exercise
must also occur during a window period.
(c) The Election is irrevocable except upon six
months' advance written notice to the Company.
A participant may also satisfy his or her total
tax liability related to the Incentive by delivering
shares of Common Stock that have been owned by the
participant for at least six months. Satisfaction of
the tax obligation through the use of previously owned
shares does not require compliance with the procedures
described above applicable to an Election to have
shares withheld from the shares otherwise issuable
under the Incentive. The value of the shares delivered
shall be based on the Fair Market Value of the Common
Stock on the Tax Date.
III.
A new Article XXIII entitled "Loans" is hereby added to the
Plan to read in its entirety as follows:
ARTICLE XXIII
Loans
In order to assist a participant to acquire shares
of Common Stock pursuant to an Incentive granted under
the Plan and to assist a participant to satisfy his tax
liabilities arising in connection with such Incentive,
the Committee may authorize, at either the time of the
grant of the Incentive, at the time of the acquisition
of Common Stock pursuant to the Incentive, or at the
time of the lapse of restrictions on shares of
restricted stock granted under the Plan, the extension
of a loan to the participant by the Company. The terms
of any loans, including the interest rate, collateral
and terms of repayment, will be subject to the
discretion of the Committee. The maximum credit
available hereunder shall be the purchase price, if
any, of the Common Stock acquired pursuant to the
Incentive, plus the maximum tax liability that may be
incurred in connection with the acquisition.
Adopted by the Board of Directors: December 20, 1993.
FIRST COMMERCE CORPORATION
By:
Dated: ________________