EXHIBIT 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made as of {Date}, between AMCORE Financial, Inc. (the "Company")
and [First Name] [Last Name], an employee of the Company (the "Optionee")
residing at [Address].
Pursuant to the AMCORE Financial, Inc. 2005 Stock Award and Incentive Plan
(the "Plan"), the Committee has determined that the Optionee is to be granted,
on the terms and conditions set forth herein, an option (the "Option") to
purchase shares of the common stock of the Company, par value $.22 per share
(the "Stock") and hereby grants such Option. Capitalized terms used but not
otherwise defined herein shall have the meanings accorded them in the Plan.
1. Number of Shares and Option Price. The Option is to purchase
[Options Granted] shares of Stock (the "Option Shares") at a price (the "Option
Price") of $xx.xx per share, which is not less than the fair market value of the
Option Shares as of the date hereof.
2. Period of Option and Conditions of Exercise.
(a) Period of Option. Unless the Option is previously terminated pursuant
to this Option Agreement, the term of the Option and of this Option Agreement
shall commence on the date hereof (the "Date of Grant") and terminate on {date}
at 5:00 p.m. Upon the termination of the Option, all rights of the Optionee
hereunder shall cease.
(b) Conditions of Exercise. Subject to paragraphs 2(c) and 2(d) below, the
Option shall become exercisable pursuant to the following schedule: one-fourth
of the total number of Option Shares on the date twelve (12) months after the
date of its grant and with respect to an additional one-fourth of the total
number of Option Shares at the end of each twelve-month period thereafter during
the succeeding three (3) years. The Option may be exercised only to purchase
whole shares, and in no case may a fraction of a share be purchased. The right
of the Optionee to purchase shares with respect to which this Option has become
exercisable as herein provided may be exercised in whole or in part at any time
or from time to time, prior to 5:00 p.m. on {date}.
(c) Change in Control. Subject to the terms of Section 12 of the Plan in
the event of a Change of Control of the Company (as defined in the Plan) during
the term of the Option, the Option immediately shall become fully exercisable.
3. Rights Upon Termination of Employment.
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(a) Except as provided in this Section 3, the Option may not be exercised
after the holder thereof has ceased to be employed by the Company.
(b) If the Optionee ceases to be employed by the Company or its
subsidiaries for cause, all options are immediately forfeited.
(c) If the Optionee ceases to be employed by the Company or its
subsidiaries due to voluntary termination or involuntary termination without
cause, the Optionee or his or her legal representative may exercise the Option
at any time within the period ending on the date three months after such
cessation of employment to the extent that the Option was exercisable on the
date of his or her cessation of employment.
(d) If the Optionee ceases to be employed by the Company or its
subsidiaries due to mandatory retirement at age 65, the Optionee or his or her
legal representative may exercise the Option at any time within the period
beginning on the date of his or her retirement until the stated term of the
Option. All unvested Options will continue to vest at their normal rate.
(e) If the Optionee ceases to be employed by the Company or its
subsidiaries due to retirement meeting the Company's guidelines for normal
retirement, the Optionee or his or her legal representative may exercise the
Option at any time within the period, beginning on the date of his or her
voluntary retirement and ending on the earlier of five years from the date of
such retirement by the Optionee or the expiration of the stated term of the
Option, whichever period is shorter.
(f) If the Optionee ceases to be employed by the Company or its
subsidiaries by reason of death or Disability prior to the expiration of his or
her Option, the Optionee or his or her legal representative may exercise the
Option at any time within the period ending on the date one year after such
cessation of employment or the expiration of the stated term of the Option,
whichever period is shorter.
(g) Notwithstanding anything to the contrary in this Section 3, the Option
shall not be exercisable later than 5:00 p.m. on {date}.
4. Non-Transferability of Option. The Option and this Option Agreement
shall not be transferable otherwise than by will or by the laws of descent and
distribution, pursuant to a qualified domestic relations order or by such other
means as the Committee may approve from time to time; and the Option may be
exercised, during the lifetime of the Optionee, only by the Optionee or by his
or her legal representative.
5. Stock Withholding.
(a) When the Optionee is required to pay to the Company an amount required
to be withheld under applicable federal, state and/or local withholding tax laws
in connection with the exercise of stock options, the Optionee may satisfy this
obligation, in whole or in part, by:
(i) electing to have the Company withhold shares of Common Stock
otherwise issuable upon the exercise of such Option;
(ii) electing to tender back shares of Stock acquired upon the
exercise of such Options to the Company; or
(iii) electing to surrender previously held shares of Stock which were
not acquired pursuant to the exercise of such Options to the Company
(collectively referred to as "Stock Withholding", an election to
participate in Stock Withholding being referred to as an "Election").
The maximum number of shares of Stock which may be so withheld, tendered back,
or surrendered is that number of shares of Stock having a Fair Market Value
equal to the maximum federal, state and local withholding tax (calculated at the
supplemental income tax rates applicable at the time of exercise), attributable
to the particular Option exercise transaction.
(b) Elections by the Optionee will be subject to the following
restrictions:
(i) Elections by Optionees whose transactions in Stock are subject to
Section 16(b) of the Exchange Act ("Insiders") are subject to the
additional requirements imposed by paragraph 5(e) below;
(ii) Optionees whose transactions in Stock are not subject to Section
16(b) of the Exchange Act ("Non-Insiders") may elect only to have the
Company withhold shares of Stock which would otherwise be issuable upon the
exercise of an Option;
(iii) Subject to paragraph 5(e) below, elections must be made in
writing and delivered to the Secretary of the Company at its principal
office on or prior to the first date that the amount of tax to be withheld
can be determined (the "Tax Date"); and
(iv) Elections will be subject to the disapproval of the Committee
which may require that such taxes be paid in cash.
(c) Elections by the Optionee will be revocable; provided, however, that
revocations must be made, in the case of Insiders, in one of the time periods in
which an Election must be made, as provided in paragraph 5(e) below.
(d) The Fair Market Value of the shares of stock to be withheld, tendered
back or surrendered shall be calculated pursuant to Section 2 of the Plan.
Fractional amounts will be paid in cash.
(e) Elections by Insiders will be subject to the following additional
restrictions:
(i) such Elections may not be made within six months of the grant of
an option (except that this limitation will not apply in the event that
death or Disability of the Optionee occurs prior to the expiration of the
six-month period);
(ii) such Elections must be made either (i) six months or more prior
to the Tax Date or (ii) prior to the Tax Date in a ten-day "window period"
beginning on the third day following the release of the Company's quarterly
or annual summary statement of earnings;
(iii) where the Tax Date of an Insider is the date of exercise of an
Option (which will be the case if an election is made under Section 83(b)
of the Code), such Insider may elect only to have the Company withhold
shares of Stock which would otherwise be issuable upon the exercise of the
Option. Such Insider may not, in the alternative, elect to tender shares of
Stock acquired upon the exercise of the Option back to the Company or to
surrender shares of Stock which were otherwise acquired to the Company; and
(iv) where the Tax Date of an Insider is deferred until six months
after the exercise of an Option (which will be the case if no election is
made under Section 83(b) of the Code), and the Insider elects to
participate in Stock Withholding, the full number of shares will be issued
upon exercise of the Option, but such Insider will be unconditionally
obligated to tender back to the Company the proper number of shares of
Stock on the Tax Date or to surrender to the Company the proper number of
previously held shares of Stock on the Tax Date.
6. Exercise of Option. The Option shall be exercised in the following
manner: the Optionee, or the person(s) having the right to exercise the Option
upon the death or Disability of the Optionee, shall deliver to the Company
written notice, in substantially the form of the notice attached hereto,
specifying the number of Option Shares which he or she elects to purchase,
together with: (i) cash;
(ii) a number of shares of the Stock having a fair market value (as of
the date of exercise) equal to the price to be paid upon the exercise of
the Option;
(iii) Stock Withholding (as defined in paragraph 5 above); or
(iv) any combination of cash, shares of Stock and Stock Withholding,
the sum of which equals the total price to be paid upon the exercise of the
Option.
Following receipt of the consideration, the Company shall deliver the option
shares to the Optionee.
7. Notices. Any notice required or permitted under this Option Agreement
shall be deemed given when delivered personally, upon receipt by overnight
delivery, or when deposited in a United States Post Office, postage prepaid,
addressed, as appropriate, to the Optionee either at his address hereinabove set
forth or such other address as he or she may designate in writing to the
Company.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce
at any time any provision of this Option Agreement shall in no way be construed
to be a waiver of such provision or of any other provision hereof.
9. Incorporation of Plan. The Plan is hereby incorporated by reference and
made a part hereof, and the Option and this Option Agreement are subject to all
terms and conditions of the Plan. In the event of a conflict between this Option
Agreement and the Plan, the terms and conditions of the Plan shall govern.
10. General Restrictions. This award of an Option shall be subject to the
requirement that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Stock subject or related
thereto upon any securities exchange or under any state or federal law, or (ii)
the consent or approval of any government regulatory body, or (iii) an agreement
by the recipient of an award with respect to the disposition of Option Shares,
is necessary or desirable as a condition of, or in connection with, the granting
of such award or the issuance or purchase of Option Shares thereunder, such
award may not be consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Committee.
11. Rights of a Stockholder. The Optionee shall have no rights as a
stockholder with respect to any Option Shares granted to him unless and until
certificates for Option Shares are issued to him.
12. Rights to Terminate Employment. Nothing in the Plan or in this
Agreement shall confer upon the Optionee the right to continue in the employment
of the Company or affect any right which the Company may have to terminate the
employment of the Optionee.
13. Withholding. Whenever the Company proposes or is required to issue or
transfer shares of Stock under the Plan, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. Whenever under the Plan
payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements.
14. Non Assignability. Pursuant to the terms of Section 19 of the Plan, no
award under the Plan shall be assignable or transferable by the Optionee except
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order or by such other means as the Committee may approve
from time to time. During the life of the Optionee, such award shall be
exercisable only by such person or by such person's guardian or legal
representative.
15. Amendment. The terms and conditions of the Plan and this Option
Agreement may be amended by the Company as provided in the Plan, including
without limitation, amendments necessary to comply with the requirements of
Section 16(b) of the Exchange Act.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
as of the date and year set forth above.
AMCORE Financial, Inc.
By
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James S. Waddell
The undersigned hereby
accepts and agrees to all
the terms and provisions of
the foregoing Option
Agreement and to all the
terms and provisions of the
AMCORE Financial, Inc. 2005
Stock Award and Incentive
Plan herein incorporated by
reference.
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Optionee