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EXHIBIT 4.5
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STOCK APPRECIATION RIGHTS (SAR) PLAN
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A. PURPOSE AND SCOPE
The purpose of this Plan is to provide an incentive for directors of
Enterbank Holdings, Inc. (herein called the "Company") and its Subsidiaries to
expand and improve the profits and prosperity of the Company and its
Subsidiaries, and to assist the Company and its Subsidiaries in attracting and
retaining directors through the grant of Stock Appreciation Rights related to
those Options.
B. DEFINITIONS
Unless otherwise required by the context:
1. "Board" shall mean the Board of Directors of the Company.
2. "Committee" shall mean the Stock Appreciation Rights Committee, which
is appointed by the Board, and which shall be composed of three members of the
Board.
3. "Company" shall mean Enterbank Holdings, Inc., a Delaware corporation.
4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
5. "Participant" shall mean a legal director or advisory director of the
Company, or any Subsidiary of the Company, to whom Stock Appreciation Rights
are granted under the Plan.
6. "Plan" shall mean this Enterbank Holdings, Inc. Stock Appreciation
Rights Plan.
7. "Stock" shall mean the common stock of the Company, par value $.01.
8. "Stock Appreciation Right" (SAR) shall mean a right to receive cash or
Enterbank common stock (at the Company's sole discretion) granted pursuant to
Section D of the Plan.
9. "Subsidiary" shall mean a subsidiary corporation of the Company, as
defined in Sections 425(f) and 425(g) of the Code.
C. ADMINISTRATION
The Plan shall be administered by a three person Committee (the CEO and
two other individuals). Two members of the Committee shall constitute a quorum
for the transaction of business. The Committee shall be responsible to the
Board for the operation of the Plan, and shall make recommendations to the
Board with respect to participation in the Plan by directors of the Company and
its Subsidiaries, and with respect to the extent of that participation. The
interpretation and construction of any provision of the Plan by the Committee
shall be final, unless otherwise determined by the Board. No member of the
Board or the Committee shall be liable for any action or determination made by
him in good faith.
D. STOCK APPRECIATION RIGHTS
The Board may, upon recommendation of the Committee, grant Stock
Appreciation Rights to Participants at any time and from time to time to new
Participants, or to then Participants or to a greater or lesser number of
Participants, and may include or exclude previous Participants, as the Board
may upon recommendation by the Committee determine. Stock Appreciation Rights
granted at different times need not contain similar provisions. Such Stock
Appreciation Rights shall be evidenced by agreements in such form as the Board
shall from time to time approve. The Board may grant SARs at a reasonable
market value per share to be determined by the Board. The Board may use a fair
price per share and grant on that date or a date to be set by the Board. Such
agreements shall comply with, and be subject to, the following terms and
conditions:
1. Directorship. The Board may, in its discretion, include in any Stock
Appreciation Rights granted under the Plan a condition that the Participant
shall agree to remain a director of, and to render services to, the Company or
any of its Subsidiaries for a period of time (specified in the agreement) from
the date the Stock Appreciation Rights are granted. No such agreement shall
impose upon the Company or any of its Subsidiaries, however, any obligation to
keep as a director the Participant for any period of time. Directors otherwise
compensated as by the Company may not be eligible to receive SARs.
Non-employee directors that are eligible for the Plan must attend a majority
(greater than 50%) of meetings held for vesting to occur in that period.
2. Grant. The number of Stock Appreciation Rights granted to a
Participant shall be equal to the number of shares of stock which shall be
specified in the grant of the Stock Appreciation Rights. The number of Stock
Appreciation Rights held by a Participant shall be reduced by the number of
Stock Appreciation Rights exercised for cash or Company stock under the Stock
Appreciation Rights agreement.
3. Manner of Exercise. A Participant shall exercise Stock Appreciation
Rights by giving written notice of such exercise to the Company. The date upon
which such written notice is received by the Company shall be the exercise date
for the Stock Appreciation Rights.
4. Appreciation Available. Each Stock Appreciation Right shall entitle a
Participant to the following amount of appreciation - the excess of the fair
market value of a share of Stock on the exercise date over the fair market
value of a share of Stock on the date of grant of the Stock Appreciation
Rights. The total appreciation available to a Participant from any exercise of
Stock Appreciation Rights shall be equal to the number of Stock Appreciation
Rights being exercised multiplied by the amount of appreciation per Right
determined under the preceding sentence. Fair market value, as of any date and
in respect of any shares of Stock, means the closing price on such date or a
value that shall be determined by the Committee in such manner as it shall deem
appropriate.
5. Payment of Appreciation. The total appreciation available to a
Participant from an exercise of Stock Appreciation Rights shall be paid to the
Participant in cash or Company stock, at the Company's sole discretion, in an
amount equal to the amount of appreciation determined under Paragraph 4, above.
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6. Limitations Upon Exercise of Stock Appreciation Rights. Stock
Appreciation Rights may be exercised only at such times and by such persons as
specified in the Stock Appreciation Rights Agreement.
7. Vesting. Vesting will be based upon two factors 1) time and 2)
performance of the unit with which the recipient is associated (ie. Enterbank
Holdings, Clayton Bank, Sunset Hills Bank, St. Peters Bank, EFA/Trust, or other
any other unit which may be applicable under the terms of the Plan). Each
director will vest in 10% of the total SARs granted annually with the first 10%
occurring 12 months from the original grant date. In addition, SARs will vest
annually based upon the annual unit performance of the recipient's respective
unit: 5% for threshold performance, 10% for target performance and 25% for
maximum performance. The performance level is determined by the Board upon
review of the fiscal year performance of the unit. In the event that a director
is granted SARs in the middle of the fiscal year, the performance vesting
element will be prorated and determined by the Board.
E. TERMINATION OF EMPLOYMENT
Except as provided in Section F below, if a Participant ceases to be a
director of the Company or any of its Subsidiaries, his Stock Appreciation
Rights shall terminate immediately. The Committee may cancel Stock Appreciation
Rights at any time if the Participant engages in activities contrary, in the
opinion of the Committee, to the best interests of the Company or any of its
Subsidiaries. Any determination of the Committee shall be final and conclusive,
unless overruled by the Board.
F. RIGHTS IN EVENT OF DEATH
If a Participant dies while employed by the Company or any of its
Subsidiaries, or within three months after having retired with the consent of
the Company or any of its Subsidiaries, and without having fully exercised his
Stock Appreciation Rights, the executors or administrators, or legatees or
heirs, of his estate shall have the right to exercise such Stock Appreciation
Rights to the extent that such deceased Participant was entitled to exercise
the Stock Appreciation Rights on the date of his death; provided, however, that
in no event shall the Stock Appreciation Rights be exercisable more than five
years from the date they were granted.
G. NO OBLIGATION TO EXERCISE STOCK APPRECIATION RIGHTS
The granting of Stock Appreciation Rights shall impose no obligation
upon the Participant to exercise such Stock Appreciation Rights.
H. NON-ASSIGNABILITY
Stock Appreciation Rights shall not be transferable other than by will or
by the law of descent and distribution, and during a Participant's lifetime
shall be exercisable only by such Participant.
I. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
The number of related Stock Appreciation Rights shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Stock
subsequent to the effective date of the Plan resulting from (1) a subdivision
or consolidation of shares or any other capital adjustment, (2) the payment of
a stock dividend, or (3) other increase or decrease in such shares effected
without receipt of consideration by the Company. If the Company shall be the
surviving corporation in any merger or consolidation, any Stock Appreciation
Rights shall pertain, apply, and relate to the securities to which a holder of
the number of shares of Stock equal to the Stock Appreciation Rights held by
the Participant would have been entitled after the merger or consolidation.
Upon dissolution or liquidation of the Company, or upon a merger or
consolidation in which the Company is not the surviving corporation, all Stock
Appreciation Rights outstanding under the Plan shall terminate; provided,
however, that each Participant (and each other person entitled under Section F
to exercise Stock Appreciation Rights) shall have the right, immediately prior
to such dissolution or liquidation, or such merger or consolidation, to
exercise such Participant's Stock Appreciation Rights in whole or in part, but
only to the extent that such Stock Appreciation Rights are otherwise
exercisable under the terms of the Plan.
J. AMENDMENT AND TERMINATION
The Board, by resolution, may terminate, amend, or revise the Plan with
respect to Stock Appreciation Rights not yet granted. Neither the Board nor
the Committee may, without the consent of the holder of Stock Appreciation
Rights, alter or impair any Stock Appreciation Rights previously granted under
the Plan, except as authorized herein. Unless sooner terminated, the Plan
shall remain in effect for a period of five years from the date of the Plan's
adoption by the Board. Termination of the Plan shall not affect any Stock
Appreciation Rights previously granted.
K. EFFECTIVE DATE OF PLAN
The Plan shall be effective April 1, 1999, which is the date the Board
approved the Plan.
L. SEVERABILITY
In the event any parts of this Plan are found to be void, the remaining
provisions of this Plan shall be binding with the same effect as though the
void parts were deleted.
M. DIRECTORSHIP RIGHTS
Nothing in the Plan or an Option shall be construed as giving the
Participant the right to be a director of the Company, and he shall be subject
to discharge at any time to the same extent as if the Plan had not been
adopted.
N. NOTICE
Any notice to the Company provided in this Plan or an Option Agreement
shall be addressed to it in care of the Chief Financial Officer at 150 N.
Meramec, Clayton, Missouri 63105, and any notice to a Participant shall be
addressed to the Participant at the current address. Any notice shall be
deemed duly given when properly addressed and posted by registered or certified
mail, postage prepaid.
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O. TERMS
Terms in the masculine shall be deemed to include the feminine, and terms
in the singular shall be deemed to include the plural, and vice versa, wherever
the context so admits or requires.
P. HEADINGS
The headings are for convenience only and shall not be utilized to
interpret the Plan.
Q. GOVERNING LAW
The Plan shall be subject to and governed by the laws of Missouri and is
adopted on behalf of the Company this 1st day of April, 1999.
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EXHIBIT 4 CONTINUED
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STOCK APPRECIATION RIGHTS (SAR) AGREEMENT
ENTERBANK HOLDINGS, INC. STOCK APPRECIATION RIGHTS PLAN
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A. A STOCK APPRECIATION RIGHTS AGREEMENT for a total of ------ Stock
Appreciation Rights which are equivalent to ------ shares of Common Stock, par
value $.01, of Enterbank Holdings, Inc., a Delaware corporation (herein the
"Company") is hereby granted to ------------------------------ (herein the
"Participant"), subject in all respects to the terms and provisions of
Enterbank Holdings, Inc. Stock Appreciation Rights Plan (herein the "Plan"),
dated April 1, 1999, which has been adopted by the Company and which is
incorporated herein by reference. The Participant hereby certifies that as of
the date of this agreement the Participant is associated with the -------------
- ----------------- unit for vesting purposes being either the Company or a
subsidiary thereof.
B. The fair market value of a share of Common Stock as determined by the
Board of Directors of the Company for the purposes of this Agreement is $------
per share.
C. This Agreement may not be transferred in any manner otherwise than by
will or the laws of descent and distribution, and may be exercised during the
lifetime of the Participant only by him. The terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors, and assigns of
the Participant.
D. This Agreement may not be exercised more than five (5) years from the
date of its grant, and may be exercised during such term only in accordance
with the terms of the Plan.
Dated: --------------------
ENTERBANK HOLDINGS, INC.
By: --------------------------
Chief Executive Officer
ATTEST:
The Participant acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and
provisions thereof. The Participant hereby accepts this Option subject to all
the terms and provisions of the Plan. The Participant hereby agrees to accept
as binding, conclusive, and final all decisions and interpretations of the
Board of Directors and, where applicable, the Stock Appreciation Rights
Agreement Committee, upon any questions arising under the Plan. As a condition
to the grant of Stock Appreciation Rights under this Agreement, the Participant
authorized the Company to withhold in accordance with applicable law from any
regular cash or Company stock compensation payable to him any taxes required
to be withheld by the Company under Federal, State or Local law as a result of
his exercise of this Agreement.
Dated: ---------------, 199----.
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Participant
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