EXHIBIT 10.1
GAB BANCORP
1992 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
This Stock Option Plan ("Plan") is designed to provide an incentive to
persons employed on a full-time salaried basis by GAB Bancorp (the
"Corporation") and its subsidiaries, including officers and employee directors,
and to offer an additional inducement in obtaining the services of key
personnel. The Plan provides for the grant of (i) options intended to constitute
"Incentive Stock Options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") and (ii) nonqualified options.
2. STOCK SUBJECT TO THE PLAN
The shares to be issued upon exercise of options granted under the Plan
shall be made available, at the discretion of the committee of the Board of
Directors appointed hereunder, either from the authorized but unissued Common
Shares of the Corporation or from Common Shares held in the treasury of the
Corporation or any subsidiary of the Corporation, including shares purchased in
the open market or otherwise.
Subject to the provisions of the next succeeding paragraph of this
Section 2, the aggregate number of shares for which options may be granted under
the Plan shall not exceed 38,750 shares. If, prior to March 9, 2002, an option
granted under the Plan shall have terminated for any reason without having been
exercised in full, the unpurchased shares shall (unless the Plan shall have
terminated) become available for option to other employees.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Corporation by reason of any recapitalization, reclassification,
combination of shares, stock split-up, stock dividend, or other reorganization
or (in the discretion of the Committee) in the event of any spin-off or other
distribution of a substantial portion of the assets of the Corporation to the
holders of the shares of the Corporation then subject to options granted
hereunder:
(i) the aggregate number and kind of shares subject to options
which may be granted hereunder shall be adjusted appropriately; and
(ii) rights under outstanding options granted hereunder, both as
to the number of subject shares and the option price, shall be
adjusted appropriately.
In the event that an optionee tenders Common Shares owned by the
optionee in payment of the purchase price of shares the optionee has elected to
purchase pursuant to an option, only the net shares issued in connection with
such transaction (calculated by subtracting the number of shares tendered in
payment from the number of shares purchased under the option) shall be
considered to be shares for which options have been granted under the Plan, and
the remaining number of shares issued under such option shall be considered
unpurchased shares that shall again become available for grants of options to
other employees.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, and any such
adjustment may provide for the elimination of fractional share interests.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee of the Board of Directors
of the Corporation (the "Committee"), consisting of at least three members of
the Board of Directors who shall at all times qualify as "disinterested persons"
within the meaning of Rule 16b-3 adopted under the Securities Exchange Act of
1934, as amended, or any successor rule ("Rule 16b-3"). The members of the
Committee shall be appointed by, and may be changed from time to time in the
discretion of, the Board of Directors of the Corporation. A majority of the
members shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, and any acts approved in
writing by all of the members without a meeting, shall be the acts of the
Committee.
4. OPTION PRICE
The purchase price under each option shall be determined by the
Committee at the time of grant. In the case of Incentive Stock Options, the
purchase price must be set at no less than the fair market value upon the date
of grant. Fair market value shall be determined for purposes of Section 4 by the
Committee in good faith in accordance with all applicable requirements of the
Code.
5. OPTIONS AND ELIGIBILITY OF OPTIONEES
The Committee may, consistent with the purposes of the Plan, grant
options from time to time, to any or all full-time salaried employees (including
officers and employee directors) of the Corporation and any of its present or
future subsidiaries as defined by Section 424 of the Code. There shall be no
limitation on the aggregate number of shares for which an option or options may
be granted to any one individual; provided, however, that the aggregate fair
market value (determined at the time the option is granted) of the shares with
respect to which Incentive Stock Options are exercisable for the first time
during any calendar year (under all such plans of the Corporation and any parent
or subsidiary corporation) shall not exceed $100,000 (the "Qualifying Limit").
Incentive Stock Options may not be granted under the Plan after March 9, 2002.
Notwithstanding the above and in order that the Corporation retains the
flexibility to provide additional inducement to key personnel, the aggregate
fair market value of shares of which any individual may be granted options that
first become exercisable in any calendar year may exceed the Qualifying Limit;
provided, however, that the options granted in excess of the Qualifying Limit
shall not be treated as "Incentive Stock Options." Employees may receive more
than one option under the Plan.
The Committee, at the time of each grant under this Plan, shall specify
whether such grant is intended to constitute an Incentive Stock Option or a
non-qualified stock option.
The Board of Directors may, without further approval of the
shareholders, substitute new options for prior options of a constituent
corporation or assume the prior options of a constituent corporation. For the
purposes of this Section, a constituent corporation shall include any
corporation which has been merged into or consolidated with the Corporation or
one or more subsidiaries of the Corporation, or whose assets or stock has been
acquired by or liquidated into the Corporation, or by or into any one or more
subsidiaries of the Corporation, or any parent or any subsidiary of such
corporation.
Subject to the terms, provisions and conditions of the Plan, the
Committee shall have exclusive jurisdiction (i) to select the persons to whom
options may 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, which price
in the case of Incentive Stock Options shall be not less than the minimum
specified in Section 4 of the Plan, (v) to determine the time when each option
may be exercised within the limits stated in the Plan, (vi) to prescribe the
form, which shall be consistent with the Plan, of the instruments evidencing any
options granted under the Plan, and (vi) to take any other action or make any
other determination under this Plan not expressly delegated to others by the
Articles of Incorporation or Bylaws of the Corporation, or by this Plan, or by
applicable law. The Committee's determination or interpretation of any matter
within the Committee's jurisdiction under the Plan shall be conclusive, final
and binding upon the Corporation, the optionees and all other interested
persons.
6. NON-TRANSFERABILITY OF OPTION
No option granted under the Plan shall be transferable by the optionee
otherwise than by his or her last will and testament, or by the laws of descent
and distribution, and such option shall be exercisable during the optionee's
lifetime only by the optionee or, in the case of the optionee's legal
disability, by the optionee's guardian or legal representative.
7. EXERCISE OF OPTIONS; REPLACEMENT OPTIONS
Each Incentive Stock Option granted under the Plan shall expire not
later than ten years from the date the option was granted. Each nonqualified
option granted under the Plan shall expire not later than twenty years from the
date the option was granted. The Committee may, in its discretion, prescribe a
shorter period for the expiration of any option or options.
Subject to the provisions of this Section and Section 8 hereof, each
option may be exercised in whole or from time to time in part with respect to
the number of shares as to which it is then exercisable in accordance with the
terms of the Plan and the determinations of the Committee. Except as otherwise
provided in Section 8 hereof, no option may be exercised unless the optionee
shall have been in the employ of the Corporation or one of its subsidiaries at
all times during the period beginning with the date of grant of such option and
ending on the date three (3) months prior to the date of exercise of such
option. The Committee may impose additional conditions upon the right of an
optionee to exercise any option granted hereunder which are not inconsistent
with the terms of the Plan or (in the case of an option intended to qualify as
an Incentive Stock Option) with the requirements for qualification as an
Incentive Stock Option under Section 422 of the Code.
A person exercising an option shall give written notice to the
Corporation of such exercise and the number of shares he has elected to purchase
and shall at the time of purchase tender an amount in cash, in Common Shares of
the Corporation owned by such person, or in any combination of cash and such
Common Shares, equal in value to the purchase price of the shares he has elected
to purchase. Until the purchaser has made such payment and has had issued to him
a certificate or certificates for the shares so purchased, he shall possess no
shareholder rights with respect to any such share or shares.
In the event that an optionee tenders Common Shares owned by such
optionee in payment (in whole or in part) of the purchase price of shares that
the optionee has elected to purchase under an option, the Corporation shall be
obligated to use its best efforts to issue to such optionee a replacement option
of the same type (Incentive Stock Option or nonqualified option) (a "Replacement
Option") as the option exercised (the "Exercised Option") and with the same
expiration date as the Exercised Option. Such Replacement Option shall entitle
the optionee to purchase a number of shares equal to the number of shares
tendered to the Corporation to purchase shares under the Exercised Option, and
shall specify an exercise price equal to the fair market value of the Common
Shares on the date of exercise of the Exercised Option. Such Replacement Option
shall not be exercisable during the twelve months following the date of exercise
of the Exercised Option and shall be cancelled if, during such period, the
optionee sells any Common Shares of the Company other than in payment of the
exercise price of another option under the Plan, or pursuant to a corporate
transaction in which all holders of Common Shares are obligated to sell or
otherwise dispose of their shares. Replacement Options shall be issuable upon
exercise of other Replacement Options granted under this paragraph if all
conditions for such issuance are satisfied.
8. TERMINATION OF EMPLOYMENT
(a) In General. In the event that any optionee's employment by the
Corporation and its subsidiaries shall terminate for any reason, other than
Permanent and Total Disability (as such term is defined in Section 22(e)(3) of
the Code) or death, all of such optionee's options (regardless of whether they
are intended to be Incentive Stock Options), and all of such optionee's rights
to purchase or receive Common Shares pursuant thereto, as the case may be, shall
terminate at the time of such termination of employment; provided, however, that
the Committee in its sole discretion may extend the effective date of
termination of such optionee's options to a date not later than the earlier of
(i) the respective expiration dates of such options or (ii) a date not more than
three (3) months after the date of such termination of employment, but only if,
and to the extent that, the optionee was entitled to exercise such options at
the date of such termination of employment. Options granted under the Plan shall
not be affected by any change in service or employment so long as the optionee
continues to be employed by or in the service of the Corporation or any of its
subsidiaries, or a corporation (or a parent or subsidiary of such corporation)
issuing or assuming a stock option in a transaction to which Section 424(a) of
the Code applies.
(b) Disability. In the event that any optionee's employment shall
terminate as a result of the Permanent and Total Disability of such optionee,
such optionee (or his guardian or legal representative) may exercise any options
granted to him pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such options or (ii) the date which is one
(1) year after the date of such termination of employment, but only if, and to
the extent that, the optionee was entitled to exercise any such options at the
date of such termination of employment.
(c) Death. In the event that any optionee's employment shall terminate
as a result of death of the optionee, any options granted to any such optionee
may be exercised by the person or persons to whom the optionee's rights under
any such options pass by will or by the laws of descent and distribution
(including the optionee's estate during the period of administration) at any
time prior to the earlier of (i) the respective expiration dates of any such
options or (ii) the date which is six (6) months after the date of death of such
optionee (or such later period not exceeding one (1) year from date of death to
which the Committee may, in its sole discretion, extend such period), but only
if, and to the extent that, the optionee was entitled to exercise any such
options at the date of death.
(d) Nonqualified Options. Notwithstanding the above provisions of
Section 8, the Committee in its sole discretion may extend the termination date
of any nonqualified option to a date not later than the scheduled expiration
date of the nonqualified option.
(e) Termination of Options. To the extent that any option granted under
the Plan to any optionee whose employment by the Corporation terminates shall
not have been exercised within the applicable period set forth in this Section
8, as it may be extended by the Committee hereunder, any such option, and all
rights to purchase shares pursuant thereto, shall terminate on the last date of
the applicable period.
9. EFFECT OF CORPORATE REORGANIZATIONS
Upon the dissolution or liquidation of the Corporation, or upon a
reorganization, merger or consolidation of the Corporation as a result of which
the outstanding securities of the class then subject to options hereunder are
changed into or exchanged for cash or property or securities not of the
Corporation's issue, or upon a sale of substantially all the property of the
Corporation to another corporation or person, the Plan shall terminate, unless
provision shall be made in writing in connection with such transaction for the
continuance of the Plan and/or for the assumption of options theretofore
granted, or the substitution for such options of options covering the stock of a
successor employer corporation, or a parent or a subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, in which
event the Plan and options theretofore granted shall continue in the manner and
under the terms so provided. If the Plan and unexercised options shall terminate
pursuant to the foregoing sentence, all persons entitled to exercise any
unexercised portions of options then outstanding shall have the right, at such
time prior to the consummation of the transaction causing such termination as
the Corporation shall designate, to exercise the unexercised portions of their
options, including the portions thereof which would, but for this Section 9, not
yet be exercisable.
10. OTHER EMPLOYEE STOCK BENEFIT PLANS
The Corporation reserves the right, in the discretion of its Board of
Directors, to establish other plans during the term of this Plan under which
employees and others providing services to the Corporation and its subsidiaries
(including officers and Directors thereof) may be entitled (in addition to their
rights under options granted under this Plan) to receive or purchase shares of
the Corporation's capital stock or other securities, or cash amounts determined
in relation to the earnings, dividends, net worth or market appreciation of
shares of the Corporation's capital stock or other securities, including, but
not limited to, restricted stock, stock appreciation rights, stock bonuses, book
value stock, and the like.
11. AMENDMENTS TO PLAN
The Committee may from time to time prescribe, amend and rescind rules
and regulations relating to the Plan and, subject to the approval of the Board
of Directors of the Corporation, may at any time terminate, modify or suspend
the operation of the Plan, provided that no such modification without approval
of the Shareholders shall be effected if such modification would cause the Plan
no longer to comply with Rule 16b-3, or any successor rule or other regulatory
or legal requirements.
12. MISCELLANEOUS
(a) Compliance with Law. The Corporation shall not be required to sell
or issue any shares under any option if the issuance of such shares shall
constitute or result in a violation by the optionee or the Corporation of any
provisions of any law, statute or regulation of any governmental authority.
Without limiting the generality of the foregoing, in connection with the
Securities Act of 1933 (the "Securities Act"), upon exercise of any option, the
Corporation shall not be required to issue shares unless the Committee has
received evidence satisfactory to it to the effect that registration under the
Securities Act and applicable state securities laws is not required or that such
registration is effective. Any determination in this connection by the Committee
shall be final, binding and conclusive. If shares are issued under any option
without registration under the Securities Act or applicable state securities
laws, the Optionee may be required to accept the shares subject to such
restrictions on transferability as may in the reasonable judgment of the
Committee be required to comply with exemptions from registration under such
laws. The Corporation may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act or applicable state
securities laws. The Corporation shall not be obligated to take any other
affirmative action in order to cause the exercise of an option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority.
(b) Vesting. The Committee, in its sole discretion, shall determine the
conditions, if any, for the vesting of rights in options granted pursuant to the
Plan.
(c) Tenure. Nothing in the Plan or in any option granted hereunder or
in any agreement relating thereto shall confer upon any officer or employee the
right to continue in such position with the Corporation or any subsidiary
thereof.
(d) Withholding Taxes. Where an optionee is entitled to receive shares
pursuant to the exercise of an option pursuant to the Plan, the Corporation
shall have the right to require the optionee to pay the Corporation the amount
of any taxes which the Corporation is required to withhold with respect to such
shares, or, in lieu thereof, to retain, or sell without notice, a number of such
shares sufficient to cover the amount required to be withheld.
(e) Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
(f) Headings, Etc., No Part of the Plan. Headings of sections and
paragraphs hereof are inserted for convenience of reference; they constitute no
part of the Plan.
(g) Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Indiana except to the extent that
Federal law shall be deemed to apply.
13. EFFECTIVE DATE
The Plan shall become effective on March 10, 1992, subject to approval
by the shareholders of the Corporation (by the affirmative vote of a majority of
the votes cast at a duly held meeting at which a quorum representing a majority
of all outstanding shares entitled to vote thereon is present in person or by
proxy and voting on the Plan) within twelve (12) months of said date. The Plan
shall expire on March 9, 2002, after which no options may be granted under the
Plan.
GAB BANCORP
1992 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
This Stock Option Plan ("Plan") is designed to provide an incentive to
persons employed on a full-time salaried basis by GAB Bancorp (the
"Corporation") and its subsidiaries, including officers and employee directors,
and to offer an additional inducement in obtaining the services of key
personnel. The Plan provides for the grant of (i) options intended to constitute
"Incentive Stock Options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") and (ii) nonqualified options.
2. STOCK SUBJECT TO THE PLAN
The shares to be issued upon exercise of options granted under the Plan
shall be made available, at the discretion of the committee of the Board of
Directors appointed hereunder, either from the authorized but unissued Common
Shares of the Corporation or from Common Shares held in the treasury of the
Corporation or any subsidiary of the Corporation, including shares purchased in
the open market or otherwise.
Subject to the provisions of the next succeeding paragraph of this
Section 2, the aggregate number of shares for which options may be granted under
the Plan shall not exceed 38,750 shares. If, prior to March 9, 2002, an option
granted under the Plan shall have terminated for any reason without having been
exercised in full, the unpurchased shares shall (unless the Plan shall have
terminated) become available for option to other employees.