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EXHIBIT 10.4
FORM 10-Q
CITIZENS BANKING CORPORATION
ALL-EMPLOYEE STOCK OPTION PLAN
1. PURPOSE
The purpose of the Citizens Banking Corporation All-Employee Stock
Option Plan (the "Plan") is to further the success of Citizens Banking
Corporation (the "Corporation") by making shares of the Corporation's Common
Stock ("Common Stock") available for purchase through the grant of options that
may be exercised by eligible employees of the Corporation or its subsidiaries.
The Corporation's board of directors (the "Board") believes that such action by
the Corporation will provide an additional incentive to such persons to continue
their relationship with the Corporation and will incent such persons to have a
greater interest in the Corporation's success.
2. STOCK SUBJECT TO PLAN
Subject to the provisions of Section 9 of the Plan, the Board shall
reserve for issuance upon the exercise of the options an aggregate of 555,000
authorized and unissued shares of Common Stock. Options granted hereunder are
intended to constitute a one-time grant. No new options will be granted after
the initial May 18, 2000 grant.
3. ADMINISTRATION
The Board shall designate the Compensation and Human Resource Committee
(the "Committee") to administer the Plan. The Committee shall report its actions
to the Board. Except as otherwise expressly provided in the Plan, the Committee
shall have absolute discretionary authority (a) to determine the time when
options shall be granted; (b) to interpret the Plan; (c) to prescribe, amend,
and rescind rules and regulations relating to the Plan; (d) to determine any
amendments of the terms and provisions of options granted under the Plan,
including such terms and provisions as shall be required in the Committee's
judgment to conform to any change in any applicable law or regulation; and (e)
to make all other determinations the Committee shall deem necessary or advisable
for the Plan's administration.
The Committee, at its sole discretion, may delegate certain duties and
responsibilities related to the administration of this Plan.
4. ELIGIBILITY
A. Subject to the provisions of Section 4B below, full time and part
time employees of the Corporation or its subsidiaries (the "Participants") shall
be eligible to receive nonqualified stock options under the Plan. Options will
be granted in the amounts set forth below generally on the basis of full time
and part time status, as follows:
- - - - Full time employees will receive an option for 200 shares
- - - - Part time will receive an option for 100 share
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B. Notwithstanding the foregoing, no employee who received an option
grant under the Citizens Banking Corporation Third Amended Stock Option Plan in
May of 2000 shall be eligible to receive options under this Plan. Further, no
temporary employee (full-time or part-time), employee who is on any type of
leave exceeding six (6) months in duration or employee on termination warning
shall be eligible to receive options under this Plan.
5. OPTION PRICE
Options under this plan will be granted with an exercise price that is
the Fair Market Value of the Common Stock on the date of the grant. Fair Market
Value shall mean the average of the high and low sale prices of Common Stock
transactions on the NASDAQ Stock Market as reported in The Wall Street Journal
for the date of grant. In the event that there were no Common Stock transactions
on such date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Common Stock transactions.
6. EXERCISE OF OPTION
A. The period during which an option may be exercised shall be ten (10)
years from the date on which the option is granted. Notwithstanding the
foregoing no option granted under this Plan may be exercised during the first
six (6) months from the date on which the option is granted. Further, the term
of each option shall not extend for more than the period prescribed in Sections
8 and 10 of this Plan. An option may be exercised in whole or in part; provided
however, if an option is exercised in part, it must be exercised in lots of 50
shares. Options will vest after three years from the date on which the option is
granted or when Earnings per Share for the Corporation (on a fully diluted
rolling 4 quarter basis) increases to $2.65, whichever shall occur first. In the
sole discretion of the Committee, Earnings per Share may exclude extraordinary
gains and losses not related to normal business operations. The purchase price
of the shares of Common Stock subject to the option shall be paid in full upon
the exercise of the option. The purchase price may be paid in cash or in whole
or in part by surrendering shares of Common Stock that have been held for at
least six (6) months. If shares are used to pay all or part of the purchase
price, the cash and any shares surrendered must have a fair market value
(determined as of the closing price of the Common Stock on the NASDAQ Stock
Market as reported in The Wall Street Journal for the immediately preceding date
on which there were Common Stock transactions prior to the date on which the
certificate(s) for such shares, duly endorsed for transfer or accompanied by
appropriate stock powers, are surrendered to the Corporation) that is not less
than the purchase price for the number of shares for which the option is being
exercised. All participants in the Plan authorize withholding from their wages
upon exercise of an option to satisfy the applicable income and employment tax
withholding requirements. The holder of an option under the Plan shall not have
any of the rights of a shareholder with respect to the Common Stock subject to
the option until such shares shall be issued to him or her upon the exercise of
the option and payment of the purchase price.
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B. Any option granted under the Plan may be deemed exercised by
delivery to the Corporation of a properly executed exercise notice, acceptable
to the Corporation, together with irrevocable instructions to the Participant's
broker to deliver to the Corporation sufficient cash to pay the exercise price,
in accordance with a written agreement between the Corporation and the brokerage
firm.
7. TRANSFERABILITY OF OPTION
No option granted under the Plan shall be transferable other than by
will or by the laws of descent and distribution (including by pledge or
hypothecation) and shall be exercisable only by the Participant or his or her
duly appointed legal representative.
8. TERMINATION OF RELATIONSHIP WITH THE CORPORATION
(a) If prior to the date that an option first becomes exercisable, a
Participant's employment is terminated, the Participant's right to exercise the
option shall terminate and all rights thereunder shall cease.
(b) If, on or after the date an option first becomes exercisable, a
Participant's employment is terminated for any reason other than death,
disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as
amended), or retirement (as defined in the Corporation's Amended and Restated
Pension Plan for Employees), the Participant shall have the right, at any time
before the earlier of (i) the expiration of the option, and (ii) three (3)
months after termination of employment to exercise the option to the extent that
it was exercisable and unexercised on the date of the Participant's termination
of employment, subject to any other limitation on the exercise of the option in
effect on the date of exercise.
(c) If, on or after the date that an option first becomes exercisable,
a Participant dies while an option is still exercisable, the person or persons
to whom the option shall have been transferred by will or by the laws of descent
and distribution, shall have the right at any time before the expiration of the
option to exercise the option to the extent that it was exercisable and
unexercised on the Participant's date of death, subject to any other limitation
on exercise in effect on the date of exercise.
(d) If, on or after the date that an option first becomes exercisable,
a Participant terminates employment due to disability, the Participant shall
have the right, at any time before the earlier of (i) the expiration of the
option, and (ii) one year after termination of employment, to exercise the
option to the extent that it was exercisable and unexercised on the date of the
Participant's termination of employment, subject to any other limitation on the
exercise of the option in effect on the date of exercise. If the Participant
dies after termination of employment while the option is still exercisable, the
option shall be exercisable in accordance with the terms of Subsection (c)
above.
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(e) If, on or after the date that an option first becomes exercisable,
a Participant terminates employment due to retirement, the Participant shall
have the right, at any time before the expiration of the option to exercise the
option to the extent that it was exercisable and unexercised on the date of the
Participant's termination of employment, subject to any other limitation on the
exercise of the option in effect on the date of exercise.
(f) The Committee, at the time of a Participant's termination of
employment, may accelerate a Participant's right to exercise an option or extend
the exercise period of an option.
(g) Shares subject to options that are not exercised in accordance
with the provisions of (a) through (f) above shall expire and be forfeited by
the Participant.
Nothing in the Plan or any option granted pursuant to the Plan shall (i)
confer on any individual any right to continue in the employ of the Corporation
or (ii) interfere in any way with the Corporation's right to terminate such
individual's employment at any time.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
The total amount of Common Stock for which options may be granted under
this Plan, and the number of shares subject to any such grants (both as to the
number of shares of Common Stock and the option price), shall be automatically
adjusted pro rata for any increase or decrease in the number of outstanding
shares of Common Stock resulting from payment of a stock dividend on Common
Stock, a subdivision or combination of shares of Common Stock, or a
reclassification of Common Stock.
The calculation of the foregoing adjustments shall be made by the
Committee. Any such adjustment shall provide for the elimination of any
fractional share which might otherwise become subject to an option.
10. CHANGE IN CONTROL OF CORPORATION/EXERCISE REQUIREMENTS
Notwithstanding anything contained in this Plan to the contrary, upon a
Change in Control of the Corporation, any outstanding option granted hereunder
immediately shall become exercisable in full. In connection with a Change in
Control, the Board, in its sole discretion, may arrange for (i) the substitution
of any outstanding options under the Plan with options of equivalent value from
the acquiring (or surviving) entity; (ii) the assumption of any outstanding
options under the Plan by the acquiring (or surviving entity); (iii) the
cancellation and cash-out of any outstanding options under the Plan; or (iv) the
forfeiture of any outstanding options under the Plan if not exercised within a
designated time-period after delivery of reasonable notice. For purposes of this
Agreement, a "Change in Control" shall mean:
A. The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (1) the then outstanding shares of Common Stock of the Corporation (the
"Outstanding Corporation Common Stock") or (2) the combined voting power
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of the then outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the "Outstanding Corporation Voting
Securities"); provided, however, that for purposes of this subsection A, the
following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Corporation, (ii) any acquisition by the
Corporation, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any corporation controlled
by the Corporation, or (iv) any acquisition by any corporation pursuant to a
transaction which complies with clauses (1), (2) and (3) of subparagraph C of
this section 10; or
B. Individuals who, as of the date hereof, constitute the Board of
Directors of the Corporation (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors; provided, however,
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Corporation's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement
of the Corporation in which such person is named as a nominee for director,
without written objection to such nomination) shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened election contest with
respect to the election or removal of directors or other actual or solicitation
of proxies or contests by or on behalf of a person other than the Board of
Directors of the Corporation; or
C. Consummation of a reorganization, merger, share exchange or
consolidation or sale or other disposition of all or substantially all of the
assets of the Corporation (a "Business Combination"), in each case, unless,
following such Business Combination: (1) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 65% of, respectively, the then outstanding
shares of Common Stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one ore more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be; (2) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Corporation or such corporation resulting from
the Business Combination) beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding shares of Common Stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except that such
ownership existed prior to the Business Combination; and (3) at least a majority
of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board immediately prior to
the time of the execution of the
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initial agreement, or of the action of the Board of Directors of the
Corporation, providing for such Business Combination; or
D. Approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN
The Board may at any time suspend or terminate this Plan or may amend it
from time to time in such respects as the Board may deem advisable in order that
the options granted under the Plan may conform to any changes in the law or in
any other respect which the Board may deem to be in the best interest of the
Corporation. No termination, modification, or amendment of the Plan without the
consent of the Participant to whom any option shall have been previously granted
shall adversely affect such Participant's rights under such option.
12. EFFECTIVENESS OF THE PLAN
This Plan shall become effective on such date as the Board shall
determine (the "Effective Date"). The exercise of each option granted pursuant
to the Plan shall be subject to the condition that if at any time the
Corporation shall determine in its discretion that (a) the satisfaction of
withholding tax or other withholding liabilities, (b) the listing on any
securities exchange or the registration or qualification under any state or
federal law of any shares of Common Stock otherwise deliverable upon its
exercise, or (c) the consent or approval of any regulatory body or the
shareholders is necessary or desirable as a condition of, or in connection with,
such exercise or the delivery or purchase of shares of Common Stock pursuant to
such exercise, then, in any such event, such exercise shall not be effective
unless such withholding, listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions
unacceptable to the Corporation.
13. TIME OF GRANTING OPTIONS
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board or the Committee will constitute the granting of an option
pursuant to the Plan. The granting of an option pursuant to the Plan will occur
only when written notice thereof is delivered by and on behalf of the
Corporation to the Participant to whom such option is to be granted.
14. APPLICABLE LAW
Except as otherwise provided herein, the Plan shall be construed and
enforced according to the laws of the State of Michigan.
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IN WITNESS WHEREOF, the Corporation has caused the Plan to be executed
by the action of its duly authorized officers this 18th day of May, 2000.
Citizens Banking Corporation
By:
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Name: Robert J. Vitito
Title: Chairman, President and Chief
Executive Officer
ATTEST:
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Secretary
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