Exhibit 99.1
ROCK FINANCIAL CORPORATION
1991 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of the Incentive Stock Option
Plan (1991) (hereinafter called the "Plan"), is to promote the
interests of Rock Financial Corporation (hereinafter called the
"Holding Company"), by affording an incentive to certain officers
and key management employees of the Holding Company and Rock Bank
(hereinafter called the "Company") to remain in the employ of the
Company and to use their best efforts in its behalf; and further
to aid the Company in attracting, maintaining and developing
capable management personnel of a caliber required to insure the
Company's continued success, by means of an offer to such persons
of an opportunity to acquire or increase their proprietary
interest in the Holding Company through the granting of options
to purchase the Holding Company's stock pursuant to the terms of
this Plan.
2. Shares Subject to Plan. (a) The shares to be delivered
upon exercise of options granted under the Plan shall be made
available, at the discretion of the Board of Directors, from the
authorized unissued shares of the Holding Company's par value
Common Stock or from shares of par value Common Stock reacquired
by the Holding Company, including shares purchased in the open
market.
(b) Subject to adjustments made pursuant to provisions of
Section 13, the aggregate number of shares which may be issued
upon exercise of all options which may be granted under the Plan
shall not exceed 80,000 shares of the par value Common Stock of
the Holding Company.
(c) In the event that any option granted under the Plan
expires or terminates for any reason whatsoever without having
been exercised in full, the shares subject to, but not delivered
under, such option shall become available for other options to
the same employee or other employees without decreasing the
aggregate number of shares which may be granted under the Plan;
or shall be available for any lawful corporate purpose.
(d) More than one option may be granted to an optionee
pursuant to this Plan.
3. Option Agreements. (a) Each option under the Plan
shall be evidenced by an option agreement, which shall be signed
by an officer of the Holding Company and by the employee and
which shall contain such provisions as may be approved by the
Committee (as defined in Section 4).
(b) The option agreements shall constitute binding
contracts between the Holding Company and the optionee and every
optionee, upon acceptance of such option agreement, shall be
bound by the terms and restrictions of this Plan and of the
option agreement.
(c) The terms of the option agreement shall be in
accordance with this Plan, but may include additional provisions
and restrictions, provided that the same are not inconsistent
with the Plan.
4. Administration. The Board of Directors of the Holding
Company shall appoint an option committee (hereinafter called the
"Committee"), to administer the Plan, which Committee shall
include not less than three members of the Board of the Holding
Company, to serve at the pleasure of the Board. The Committee
shall have full power and authority to construe, interpret, and
administer the Plan and may from time to time adopt such rules
and regulations for carrying out this Plan as it may deem proper
and in the best interests of the Company. Subject to the terms,
provisions, and conditions of the Plan, the Committee shall have
exclusive jurisdiction (i) to select the key employees to whom
options shall be granted, (ii) to determine the number of shares
subject to each option, (iii) to determine the time or times when
options will be granted, (iv) to determine the option price of
the shares subject to each option, (v) to determine the time when
each option may be exercised, (vi) to fix such other provisions
of the option agreement as the Committee may deem necessary or
desirable consistent with the terms of this Plan, and (vii) to
determine all other questions relating to the administration of
the Plan. The interpretation of any provisions of this Plan by
the Committee shall be final, conclusive, and binding upon all
persons and the Board of Directors shall place into effect the
determination of the Committee.
5. Eligibility. Key employees of the Company, the Holding
Company, and any of its subsidiaries, including officers and
directors who are salaried employees shall be eligible to receive
options. The fact that an employee has been granted an option
under this Plan shall not in any way affect or qualify the right
of the employer to terminate his employment at any time. Nothing
contained in this Plan shall be construed to limit the right of
the Company to grant options otherwise than under the Plan for
any proper and lawful corporate purpose, including but not
limited to options granted to key employees. Key employees to
whom options may be granted under the Plan will be those selected
by the Committee from time to time who, in the sole discretion of
the Committee, have contributed in the past or who may be
expected to contribute materially in the future to the successful
performance of the Company.
6. Option Price. The price at which shares of stock may
be purchased under an option granted pursuant to this Plan shall
be determined by the Committee but shall not be less than 100
percent of fair market value of such shares on the date that the
option is granted, such fair market value to be determined by,
and in accordance with procedures to be established by, the
Committee. For all purposes of this Plan, the fair market value
shall be the highest closing price of the stock on an established
stock exchange on the day the option is granted, or if no sale of
the stock shall have been made on any stock exchange on that day,
on the next preceding day on which there was a sale of such
stock. The option price will be subject to adjustments in
accordance with provisions of Section 10 herein.
7. Exercise of options. (a) Subject to the provisions of
the Plan with respect to termination of employment under Section
9 herein, the period during which each option may be exercised
shall be fixed by the Committee at the time such option is
granted, but such period shall expire not later than ten years
from the date the option is granted.
(b) Each option granted under the Plan may be exercised
only during the continuance of the optionee's employment with the
Company or one of its subsidiaries. Subject to the foregoing
limitations and the terms and conditions of the option agreement,
each option shall be exercisable in whole or in part in install-
ments at such time or times as the Committee may prescribe and
specify in the applicable option agreement.
(c) No shares shall be delivered pursuant to any exercise
of an option until the requirements of such laws and regulations
as may be deemed by the Committee to be applicable to them are
satisfied and until payment in full in cash of the option price
for them is received by the Holding Company. No optionee, or the
legal representative, legatee, or distributee of an optionee,
shall be deemed to be a holder of any shares subject to any
option unless and until the certificate or certificates for them
have been issued.
8. Ten-percent owners. Notwithstanding the provisions of
paragraphs 6 and 7, above, the following terms and conditions
shall apply to options granted hereunder to a "10-percent owner."
For this purpose, a "10-percent owner" shall mean on optionee
who, at the time the option is granted, owns stock possessing
more than 10 percent of the total combined voting power of all
classes of stock of the Holding Company or of any subsidiary
thereof. With respect to a 10-percent owner:
(a) the price at which shares of stock may be purchased
under an option granted pursuant to this Plan shall be not less
than 110 percent of the fair market value thereof, said fair
market value being determined in the manner described at
paragraph 6, above; and
(b) the period during which any such option may be
exercised, to be fixed by the Committee in the manner described
at paragraph 7 above, shall expire not later than five years from
the date the option is granted.
9. Annual limit on grant and exercise. Options shall not
be granted to any individual pursuant to this Plan, the effect of
which would be to permit such person to first exercise options,
in any calendar year, for the purchase of shares having a fair
market value in excess of $100,000 (determined at the time of the
grant of the options in the manner described at paragraph 6,
above). An optionee hereunder may exercise options for the
purchase of shares valued in excess of $100,000 (determined at
the time of grant of the options in the manner described at
paragraph 6, above) in a calendar year, but only if the right to
exercise such options shall have first become available in prior
calendar years.
10. Other terms and conditions. Any option granted
hereunder shall contain such other and additional terms, not
inconsistent with the terms of this Plan, which are deemed
necessary desirable by the Committee, which such terms together
with the terms of this Plan, shall constitute such option as an
"Incentive Stock Option" within the meaning of Section 422A of
the 1986 Internal Revenue Code and lawful regulations thereunder.
11. Transferability of options. An option granted under
the Plan may not be transferred except by will or the laws of
descent or distribution, and during the lifetime of the employee
to whom granted, may be exercised only by such employee.
12. Termination of employment. In the event that
employment of an optionee by the Company or any subsidiary is
terminated for any reason other than death, an option granted
hereunder shall be exercisable by the optionee at any time prior
to the expiration date of the option or within three months after
the date of such termination, whichever is earlier, but only to
the extent the optionee had the right to exercise such option at
the date of such termination. In the event of the death of an
optionee while in the employ of the Company (or within three
months after termination of employment by reasons of retirement
with the consent of the Company), his option shall be exercisable
by the person or persons to whom such optionee's rights pass by
will or by the laws of descent and distribution at any time prior
to the expiration date of the option or within three months after
the date of such death, whichever is earlier, but only to the
extent the optionee had the right to exercise such option on the
date of his death.
13. Capital adjustments affecting stock. In the event of a
capital adjustment resulting from a stock dividend, stock split,
reorganization, merger, consolidation, or a combination or
exchange of shares, the number of shares of stock subject to this
Plan and the number of shares under option shall be adjusted
consistent with such capital adjustment. The price of any share
under option shall be adjusted so that there will be no change in
the aggregate purchase price payable under exercise of any such
option. The granting of an option pursuant to this Plan shall
not affect in any way the right or power of the Holding Company
to make adjustments, reorganizations, reclassifications, or
changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, or sell or transfer all or any
part of its business or assets.
14. Amendments, suspension or termination. The Board of
Directors of the Holding Company shall have the right, at any
time, to amend, suspend or terminate the Plan in any respect
which it may deem to be in the best interests of the Holding
Company, provided, however, no amendments shall be made in the
Plan without the approval of the stockholders of the Holding
Company which:
(a) Increase the total number of shares for which options
may be granted under this Plan for all key employees or for any
one of them except as provided in Section 13;
(b) Change the minimum purchase price for the optioned
shares, except as provided in Section 13;
(c) Affect outstanding options or any unexercised rights
thereunder, except as provided in Section 7;
(d) Extend the option period provided in Section 7; or
(e) Extend the termination date of the Plan.
15. Effective date, term, and approval. Subject to the
approval of the stockholders of the Company at the Annual Meeting
in 1991, the Plan shall take effect on July 1, 1991. This Plan
will terminate on June 30, 2001 and no options may be granted
under the Plan after that date, unless an earlier termination
date after which no options may be granted under the Plan is
fixed by action of the Board of Directors of the Holding Company,
by any option granted prior thereto may be exercised in
accordance with its terms. The Plan and all options granted
pursuant to it are subject to all laws, approvals, requirements
and regulations of any governmental authority which may be
applicable thereto and, notwithstanding any provisions of the
Plan or option agreement, the holder of an option shall not be
entitled to exercise his option nor shall the Holding Company be
obligated to issue any shares to the holder if such exercise or
issuance shall constitute a violation by the holder or the
Holding Company of any provisions of any such approval
requirements, law or regulation.