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Exhibit 10.1
MBT Financial Corp. Long-Term Incentive Compensation Plan
Section I
Purpose
1.1 Purpose. The purpose of the MBT Financial Corp. Long-Term Incentive
Compensation Plan (the "Plan") is to provide competitive long-term incentive
compensation to Participants that aligns their interests with shareholder
interests through share ownership and investment in MBT, and to encourage
long-term growth in shareholder value through the achievement of specified
financial objectives.
1.2 Rule 16b-3 Plan. With respect to persons subject to Section 16 of the Act
("Section 16 Persons"), transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors promulgated under the
Act. To the extent any provision of the Plan or action by the Board fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board. Moreover, in the event the Plan does not include
a provision required by Rule 16b-3 to be stated therein, such provision (other
than one relating to eligibility requirements, or the price and amount of
Awards) shall be deemed automatically to be incorporated by reference into the
Plan insofar as Participants who are Section 16 Persons are concerned, to the
extent permitted by law and deemed advisable by the Board.
1.3 Effectiveness of the Plan. The Plan will be effective upon adoption by the
Board. The shareholders of the Bank approved the Plan following their approval
of the reorganization of the Bank into a one-bank holding company and the
exchange of their Bank common shares for Common Shares of MBT. The Plan will
remain in effect until the earlier of the termination date set forth in Section
12.2 hereof or such time as it is amended or terminated by the Board in
accordance with the terms of Section 12.2 hereof, except that no Incentive Stock
Option may be granted under the Plan on or after ten years from the Effective
Date of the Plan.
Section II
Definitions
Unless the context indicates otherwise, the following terms have the meanings
set forth below:
2.1 "Act" means the Securities and Exchange Act of 1934, as amended.
2.2 "Award" means Options, Restricted Stock or Stock Awards granted
pursuant to the Plan.
2.3 "Bank" means Monroe Bank & Trust.
2.4 "Board" means the Board of Directors of MBT.
2.5 "Cause" means, with respect to any certain Participant:
(a) the willful and continued failure by such Participant to substantially
perform his or her duties with respect to MBT or any Subsidiary (other than any
such failure resulting from his or her incapacity due to physical or mental
illness), or
(b) the conviction of the Participant of a felony involving moral
turpitude, or
(c) the willful engaging by such Participant in conduct which is
demonstrably and materially injurious to MBT or a Subsidiary, monetarily or
otherwise. For purposes of this Section 2.5, no act or failure to act shall be
deemed "willful" if done by the Participant either in good faith and in the
reasonable belief that such act or omission was in the best interest of MBT, or
before the Board provides the Participant with a written notice and reasonable
opportunity to cure the actions or omissions that the Board considers to be
grounds for a finding of Cause for purposes of this Plan.
2.6 "Change in Control" means the occurrence of any of the following
events:
(a) Any person or group (as such terms are used in connection with Sections
13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities of
MBT representing 50% or more of the combined voting power of MBT's then
outstanding securities; or
(b) MBT is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board in office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; or
(c) During any period of 24 consecutive months, individuals who at the
beginning of such period constitute the Board (including for this purpose any
new director whose election or nomination for election by MBT's stockholders was
approved by a vote of at least one-half of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board; or
(d) MBT is party to a merger, consolidation or reorganization with any
other corporation in which the shareholders of MBT immediately prior to the
merger, consolidation or reorganization do not immediately thereafter directly
or indirectly own more than fifty percent (50%) of the combined voting
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power of the voting securities entitled to vote in the selection of directors of
the merged, consolidated or reorganized entity.
Notwithstanding the foregoing, no trust department or designated fiduciary or
other trustee of such trust department of MBT or a Subsidiary of MBT or other
similar fiduciary capacity of MBT with direct voting control of the stock shall
be treated as a person or group within the meaning of subsection (a) hereof.
Further, no profit-sharing, employee stock ownership, employee stock purchase
and savings, employee pension, or other employee benefit plan of MBT or any of
its Subsidiaries, and no Trustee of any such plan in its capacity as such
Trustee, shall be treated as a person or group within the meaning of subsection
(a) hereof.
2.7 "Code" means the Internal Revenue Code of 1986, as amended.
2.8 "Committee" means the members of the Compensation Committee as
appointed and maintained by the Board who are outside directors within the
meaning of Section 162(m) of the Code.
2.9 "Common Shares" means the common shares, no par value per share, of
MBT, which MBT may authorize and issue from time to time.
2.10 "Director" means a member of the Board or the board of directors of any
Subsidiary.
2.11 "Disability" means permanent and total disability as defined under
Section 22(e)(3) of the Code.
2.12 "Effective Date" means the date the Plan becomes effective.
2.13 "Fair Market Value" means that if the Common Shares are listed on a
national securities exchange (including the NASDAQ National Market System) on
the date in question, then the Fair Market Value per Common Share shall be the
average of the highest and lowest selling price on such exchange on such date,
or if there were no sales on such date, then the Fair Market Value on such date
shall be the mean between the bid and asked price on such date. If the Common
Shares are traded otherwise than on a national securities exchange on the date
in question, then the Fair Market Value per Common Share shall be the mean
between the bid and asked price on such date, or, if there is no bid and asked
price on such date, then on the next prior business day on which there was a bid
and asked price. If no such bid and asked price is available, then the Fair
Market Value per Common Share shall be the fair market value as determined by
the Board, in its sole and absolute discretion. In making such determination,
the Board may use any of the reasonable valuation methods defined in Treasury
Regulation Section 1.421-7(e)(2).
2.14 "Grant Date" as used with respect to Options, means the date as of
which such Options are granted by the Committee pursuant to the Plan.
2.15 "Immediate Family" has the meaning set forth in Section 6.7 hereof.
2.16 "Incentive Stock Option" or "ISO" means an Option conforming to the
requirements of Section 422 of the Code.
2.17 "MBT" means MBT Financial Corp., a Michigan corporation.
2.18 "Nonqualified Stock Option" or "NQO" means an Option granted pursuant
to the Plan other than an Incentive Stock Option.
2.19 "Option" means an option to purchase Common Shares granted by the Board
pursuant to the Plan, which may be designated as either an "Incentive Stock
Option" or a "Nonqualified Stock Option."
2.20 "Option Agreement" has the meaning set forth in Section 6.2 hereof.
2.21 "Option Price" has the meaning set forth in Section 6.3 hereof.
2.22 "Participant" means a person described in Section V hereof.
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2.23 "Permissible Transferees" and "Permissible Transferee" have the
meanings set forth in Section 6.7 hereof.
2.24 "Plan" means the MBT Financial Corp. Long-Term Incentive Compensation
Plan as set forth herein and as may be amended from time to time, subject to
Section 12.1 hereof.
2.25 "Restricted Stock Award" or "Restricted Stock" means an award of Common
Shares with restrictions placed on the sale, transfer or pledging of the shares,
and a risk of forfeiture during the restriction period.
2.26 "Retirement" means a Participant's voluntarily leaving the employment
of MBT or a Subsidiary on or after attainment of the minimum age of sixty-two
(62).
2.27 "Section 16 Persons" has the meaning set forth in Section 1.2 hereof.
2.28 "Stock Award" means an award of the Common Shares.
2.29 "Subsidiary" means a corporation at least 50% of the total combined
voting power of all classes of stock of which is owned by MBT, either directly
or through one or more other Subsidiaries.
Section III
Administration of the Plan
3.1 The Committee. The Plan shall be administered by the Committee and
shall act only by the vote or written consent of at least a majority of its
members. The members of the Committee shall be appointed from time to time by,
and shall serve at the discretion of the Board. It is the intent of the
Committee to administer the Plan in a manner that qualifies awards, to the
extent possible, as excludable from the deduction limit set forth under Section
162(m) of the Code.
3.2 Authority of the Committee. The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power (a) to determine which
employees shall be granted Awards, (b) to prescribe the terms, conditions and
vesting schedule, if any, of such Awards, (c) to determine the amount and form
of Awards granted to Participants, (d) to interpret the Plan and the Awards, (e)
to adopt rules for the administration, interpretation and application of the
Plan as are consistent therewith, and (f) to interpret, amend or revoke any such
rules subject to Section 12.1 hereof.
The Committee, in their sole discretion and on such terms and conditions as they
may provide, may delegate their duties in order to provide for the day-to-day
administration of the Plan. The Committee shall control the general
administration of the Plan with all powers necessary to enable it to carry out
its duties in that respect; provided, however, that the Committee may not
delegate its authority and powers (a) with respect to Section 16 Persons, or (b)
in any way which is impermissible under Code Section 162(m) or the rules and
regulations promulgated thereunder.
3.3 Decisions Binding. All determinations and decisions made by the
Committee shall be final, conclusive, and binding on all parties, and shall be
given the maximum deference permitted by law.
Section IV
Shares Subject to the Plan
4.1 Shares Subject to Plan. MBT shall reserve 1,000,000 Common Shares for
issuance under this Plan, subject to adjustment pursuant to Section 4.2 hereof.
Common Shares may be now or hereafter (1) authorized, (2) issued and owned, and
(3) shares held in a grantor trust. If and to the extent that any
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rights with respect to Common Shares shall not be exercised by any Participant
for any reason or if such rights shall terminate as provided herein, Common
Shares that have not been allocated to such Participant under the Plan shall
again become available for allocation to Participants as provided herein.
4.2 Change in Capitalization. In the event of a change in the
capitalization of MBT due to a share split, share dividend, recapitalization,
merger, consolidation, combination, or similar event or as may otherwise be
equitably required as determined by the aggregate number of Common Shares, the
terms of any existing Awards shall be automatically adjusted in proportion to
the change in capitalization.
Section V
Eligibility
The Committee shall have the discretion to select directors, officers,
executives, managers, consultants, and other key employees of MBT and its
Subsidiaries for participation in the Plan. The discretion of the Committee to
select such Participants shall be absolute and no person otherwise eligible for
participation shall have any right to participate. Only persons so selected
shall be deemed "Participants" for purposes hereof.
Section VI
Stock Options
6.1 Grant of Options. Options may be granted to Participants, subject to
the provisions of the Plan, at any time and from time to time, as determined in
the sole discretion of the Committee. The Committee shall in its sole
discretion, determine the number of Options granted to each Participant;
provided, however, that in any one calendar year, no one Participant shall be
granted Options to purchase a number of Common Shares in excess of 100,000,
adjusted for any stock dividends, stock splits, reverse stock splits,
recapitalization mergers or consolidations. Options granted may be ISOs to
employees, NQOs to employees or non-employee Directors, consultants, or a
combination thereof.
6.2 Option Agreement. Each Option shall be evidenced by a written option
agreement (an "Option Agreement") that shall specify the Option Price, the
expiration date of the Option, the number of shares to which the Option
pertains, any conditions to exercise of the Option, and such other terms and
conditions as the Committee, in its discretion, shall determine. The Option
Agreement also shall specify whether the Option is intended to be an ISO or an
NQO.
6.3 Option Price. The price for each Common Share deliverable upon the
exercise of an Option (the "Option Price") shall be determined at the discretion
of the Committee; provided, however, that with respect to ISOs, the Option Price
shall not be less than the Fair Market Value at the date of grant. If at the
time that an ISO is granted, the Participant owns shares possessing more than
10% of the total combined voting power of all classes of MBT's or any of its
Subsidiaries' capital shares, the Option Price of an ISO shall not be less than
one hundred and ten percent (110%) of the Fair Market Value of a share on the
date that the ISO is granted and any ISO so granted must be exercised not later
than five (5) years from the date it is granted.
6.4 Exercise of Options. Options granted under the Plan shall be
exercisable at such times, and subject to such restrictions and conditions, as
the Committee shall determine in its sole discretion, except that any
outstanding Options at the time of a Change in Control, or a Participant's
death, or Disability will be immediately exercisable without regard to any
vesting restrictions attached to such Options. A Participant electing to
exercise an Option shall give written notice of such election to MBT in such
form as the Committee may require.
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6.5 Expiration of Options. Each Option belonging to a Participant shall
terminate upon the first to occur of the events listed in this section.
(a) For Employees
(i) The date for termination of such Option set forth in the Option
Agreement applicable to such Option.
(ii) The expiration of ten (10) years from the date such Option was granted,
except as outlined in 6.3.
(iii) The expiration of one year from the date of the Participant's
termination of employment for reason other than Retirement or termination for
Cause, it being understood that the exercise of an Incentive Stock Option at any
time after ninety (90) days from the date of termination of employment for
reason other than death or Disability shall convert the Option to a Nonqualified
Stock Option.
(iv) The expiration of one year from the later of the Participant's
Retirement or termination of service as a Director for a reason other than for
Cause.
(v) Termination of employment for Cause.
(b) For Non-employee Directors
(i) The date for termination of such Option set forth in the Option
Agreement applicable to such Option.
(ii) The expiration of ten (10) years from the date such Option was
granted.
(iii) The expiration of one year following the non-employee Director's
termination of service as a Director for a reason other than for Cause.
(iv) Termination of a non-employee Director's service as a Director for
Cause.
(v) One year following a Change in Control.
6.6 Payment. The Option Price upon exercise of any Option shall be payable
to MBT in full in cash. The Committee also may, in its sole discretion, permit
exercise (a) by tendering previously acquired Common Shares having an aggregate
Fair Market Value at the time of exercise equal to the total Option Price
(provided that the Common Shares which are tendered must have been held by the
Participant or his or her Permissible Transferees (as defined in 6.7) for at
least six (6) months prior to their tender to satisfy the Option Price), or (b)
by any other means which the Committee determines, in its sole discretion, to
both provide legal consideration equal to the total Option Price for the Common
Shares acquired through exercise of the Option and to be consistent with the
purposes of the Plan.
As soon as practicable after receipt of a written notification of exercise and
full payment for the Common Shares purchased, MBT shall deliver to the
Participant, or his or her Permissible Transferee, the certificates (in the
Participant's or such Permissible Transferee's name) representing such Common
Shares.
6.7 Nontransferability of Options. No Option granted under the Plan shall
be assignable or transferable by the Participant other than by will or the laws
of descent and distribution. During the lifetime of a Participant, the Option
shall be exercisable only by such Participant, except: (a) in the event of the
Disability of the Participant resulting in the appointment, by a court of
competent jurisdiction, of a legal guardian or personal representative with
appropriate authority, then by such person in the name of the Participant; or
(b) in the name of the Participant pursuant to a power of attorney, acceptable
in form and substance to MBT.
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Notwithstanding the above, a Participant may, with respect to any Nonqualified
Stock Option: (a) designate in writing a beneficiary to exercise his or her
Option after the Participant's death; (b) transfer an Option to a revocable
inter vivos trust as to which the Optionee is the settlor; and (c) transfer an
Option for no consideration to any of the following permissible transferees
(each a "Permissible Transferee"): (i) any member of the Immediate Family of the
Participant to whom such Option was granted, (ii) any trust solely for the
benefit of members of the Participant's Immediate Family, or (iii) any
partnership whose only partners are members of the Participant's Immediate
Family; and further provided that: (1) the transferee shall remain subject to
all of the terms and conditions applicable to such Options prior to and after
such transfer; and (2) any such transfer shall be subject to and in accordance
with the rules and regulations prescribed by the Committee. Any such transfer to
a Permissible Transferee shall consist of one or more options covering a minimum
of one hundred (100) Common Shares. An Option may not be re-transferred by a
Permissible Transferee except by will or the laws of descent and distribution
and then only to another Permissible Transferee. In the case of (b) and (c) set
forth in the immediately preceding sentence, the Option shall only be
exercisable by the trustee or Permissible Transferee, as applicable. For the
purposes hereof, "Immediate Family" means, with respect to a particular
Participant, such Participant's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
6.8 Certain Additional Provisions for Incentive Stock Options.
(a) The aggregate Fair Market Value (determined at the time the Option is
granted) of the Common Shares with respect to which ISOs are exercisable for the
first time by any Participant during any calendar year shall not exceed
$100,000.
(b) ISOs may be granted only to persons who are employees of MBT or a
Subsidiary at the time of grant.
(c) No ISO may be exercised after the expiration of ten years from the date
such ISO was granted; provided, however, that if the ISO is granted to a
Participant who, together with Persons whose Common Share ownership is
attributed to the Participant pursuant to Section 424(d) of the Code, owns
shares possessing more than 10% of the total combined voting power of all
classes of MBT's or any of its Subsidiaries' capital shares, the ISO may not be
exercised after the expiration of five years from the date that it was granted.
Section VII
Restricted Stock Awards
7.1 Award of Restricted Stock. Restricted Stock may be granted to
Participants, subject to the provisions of the Plan, at any time and from time
to time, as determined in the sole discretion of the Committee. The Committee
shall in its sole discretion, determine the number of shares of Restricted Stock
granted to each Participant and the terms and conditions of such grant.
Each Restricted Stock Award under the Plan shall be evidenced by a stock
certificate of MBT, registered in the name of the Participant, accompanied by an
agreement in such form as the Committee shall prescribe from time to time. The
Restricted Stock Awards shall comply with such other terms and conditions not
inconsistent with the terms of this Plan as the Committee, in its discretion,
shall establish.
7.2 Stock Legends; Prohibition on Disposition. Certificates for shares of
Restricted Stock shall bear an appropriate legend referring to the restrictions
to which they are subject, and any attempt to dispose of any such shares of
stock in contravention of such restrictions shall be null and void and without
effect. The certificates representing shares of Restricted Stock shall be held
by MBT until the restrictions are satisfied.
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7.3 Termination of Service. The Committee shall determine the extent to
which the restrictions on any Restricted Stock Award shall lapse upon the
termination of the Participant's service to MBT and its Subsidiaries, due to
death, Disability, or for any other reason. If the restrictions on all or any
portion of a Restricted Stock Award shall not lapse, the Participant, or in the
event of his or her death, his or her personal representative, shall deliver to
the Secretary of MBT such instruments of transfer, if any, as may reasonably be
required to transfer the shares back to MBT.
7.4 Change in Control. Upon the occurrence of a Change in Control of the
Company, as determined in Section 2.6 of this Plan, all restrictions then
outstanding with respect to shares of Restricted Stock shall automatically
expire and be of no further force and effect and all certificates representing
such shares of Restricted Stock shall be delivered to the Participant.
7.5 Effect of Attempted Transfer. No benefit payable or interest in any
Restricted Stock Award shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge and any
such attempted action shall be void and no such interest in any Restricted Stock
Award shall be in any manner liable for or subject to debts, contracts,
liabilities, engagements or torts of any Participant or his or her beneficiary.
7.6 Dividends. Dividends paid on Restricted Stock shall be paid either at
the dividend payment date in cash or in shares of unrestricted stock having a
Fair Market Value equal to the amount of such dividends, or the payment of such
dividends shall be deferred and/or the amount or value thereof automatically
reinvested in additional Restricted Stock or other investment vehicles, as the
Committee shall determine or permit the Participant to elect. Stock distributed
in connection with a stock split or stock dividend, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Stock with respect to which such
stock or other property has been distributed, unless otherwise determined by the
Committee.
7.7 Rights as a Stockholder. A Participant shall have the right to receive
dividends, as described in Section 7.6, on Common Shares subject to the
Restricted Stock Award during the applicable restricted period, to vote the
Common Shares subject to the Award, except that the Participant shall not be
entitled to enjoy any other stockholder rights and shall not be entitled to
delivery of the stock certificate until the applicable restricted period shall
have lapsed (if at all).
Section VIII
Stock Awards
8.1 Stock Awards. The Committee may, at any time and from time to time,
designate an Award of Common Shares to any Participant, which is subject to one
or more conditions established by the Committee, in its sole discretion. If the
Award is subject to the achievement of certain performance objectives (as that
term is used for purposes of Code Section 162(m)), then the performance
objectives shall be determined by the Committee at their full discretion.
8.2 Effect of Change in Control. The effect of a Change in Control upon an
Award of Common Shares subject to this Section VIII shall be determined by the
Committee at such time as the Committee establishes the terms and conditions
that will apply to an Award of Common Shares.
Section IX
Payment of Stock or Stock Options in Lieu of Cash Compensation
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The Committee may, at any time and from time to time, at the request of a
Participant, designate that a portion of a Participant's compensation otherwise
payable in cash be payable in Common Shares or as Stock Options; provided that a
Participant shall under no circumstance be permitted to defer compensation that
has already been earned through the performance of services. The Committee shall
have the sole discretion to determine the terms and conditions under which such
Common Shares or Stock Options shall be issued to Participants.
Section X
No Right to Continued Employment
Participation in the Plan shall confer no rights to continued employment with
MBT or any Subsidiary, nor shall it restrict the rights of MBT or any Subsidiary
to terminate a Participant's employment relationship at any time for Cause or
without Cause.
Section XI
Withholding Taxes
As a condition of delivery of cash or Common Shares upon exercise of an Option,
or the issuance of Common Shares, MBT shall be entitled to require that the
Participant and/or his or her transferees (without regard to whether the
Participant has transferred the Award in accordance with the Plan) satisfy
federal, state and local tax withholding requirements as follows:
(a) Cash Remittance. Whenever Common Shares are to be issued upon the
exercise of an Option or payment of Award, the Company shall have the right to
require the Participant and/or his or her transferees to remit to the Company in
cash an amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such exercise or payment, prior to the
delivery of any certificate or certificates for such shares. In addition, MBT
shall have the right to withhold from any cash payment required to be made
pursuant thereto an amount sufficient to satisfy the federal, state and local
withholding tax requirements.
(b) Share Withholding or Remittance. In lieu of the remittance required by
Section XI (a) hereof, a Participant who is granted an Award may, to the extent
approved by the Committee, irrevocably elect by written notice to MBT at the
office of MBT designated for that purpose, to (i) have MBT withhold Common
Shares from any Award hereunder, or (ii) deliver other previously owned Common
Shares, the Fair Market Value of which as of the date on which any such tax is
determined shall be equal to the amount of the required tax withholding amount,
if any, rounded down to the nearest whole share attributable to such exercise,
occurrence or grant; provided, however, that no election to have Common Shares
withheld from any Award shall be in excess of the minimum statutory withholding
tax or shall be effective with respect to an Award which was transferred by such
Participant to a Permitted Transferee or otherwise.
Section XII
Amendment or Termination of the Plan
12.1 Amendment. The Board or Committee may alter, amend or suspend the Plan
at any time or alter and amend Awards granted hereunder; provided, however, that
no such amendment or alteration may, without the consent of any Participant to
whom an Option shall theretofore have been granted or to whom a Stock Award or
Restricted Stock Award shall theretofore have been issued, adversely affect the
right of such Participant under such Award.
12.2 Termination. The Plan shall terminate on January 2, 2010; provided,
however, that the Plan shall be subject to termination prior to such date on the
date set forth in a resolution of the Board terminating the Plan. No termination
of the Plan shall materially alter or impair the right of any Participant with
respect to Awards previously granted hereunder without such Participant's
consent. In the event of a termination of the Plan, all Awards granted hereunder
shall continue to be valid and binding obligations of MBT going forward on the
same terms and conditions as set forth herein and in the applicable Award
agreements.
12.3 Change in Control. In the event of any merger, consolidation or other
reorganization in which MBT is not the surviving or continuing corporation or in
which a Change in Control is to occur, all of MBT's obligations regarding
Awards, if applicable, that were granted hereunder and that are outstanding on
the date of such event shall, on such terms as may be approved by the Board or
the Committee prior to such event, be assumed by the surviving or continuing
corporation or canceled in exchange for property (including cash) in amounts
determined by the Board or the Committee in a manner that is equitable to
Participants.