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Exhibit 10.1
COMMUNITY CENTRAL BANK CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
__________________________
As adopted by the Board of Directors
on May 14, 1996
__________________________
ARTICLE I - PURPOSE
The purpose of the 1996 Employee Stock Option Plan (the "Plan") of
Community Central Bank Corporation (the "Company") is to enable key employees
of the Company or any Subsidiary to participate in the Company's future growth
and profitability by offering them long-term performance-based incentive
compensation. The Plan also provides a means through which the Company and its
Subsidiaries can attract and retain key employees.
ARTICLE II - DEFINITIONS
2.1 The following terms have the meaning described below when used in the
Plan:
(a) "Board of Directors" shall mean the board of directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
as it may be further amended from time to time.
(c) "Committee" shall mean the Stock Option Committee of the Board of
Directors.
(d) "Common Stock" shall mean the Common Stock of the Company.
(e) "Company" shall mean Community Central Bank Corporation.
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(f) "Fair Market Value" on a particular date shall mean (i) if the Common
Stock is quoted on the OTC Bulletin Board (the "Bulletin Board"), the mean
between the closing high bid and low asked quotations for such day (or, in the
event that the Common Stock was not quoted on such day, the most recent
preceding business day on which the Common Stock was quoted) of the Common
Stock on the Bulletin Board, (ii) if the Common Stock is quoted on The Nasdaq
Stock Market ("Nasdaq"), the mean between the closing high bid and low asked
quotations for such day of the Common Stock on Nasdaq, or (iii) if neither
clause (i) nor (ii) is applicable, a value determined by any fair and
reasonable means prescribed by the Committee.
(g) "Incentive Stock Option" shall mean a stock option granted under
Article VI that is intended to meet the requirements of Section 422 of the
Code.
(h) "Non-Qualified Stock Option" shall mean a stock option granted under
Article VI that is not intended to be an Incentive Stock Option.
(i) "Option" shall mean an Incentive Stock Option or Non-Qualified Stock
Option.
(j) "Participant" shall mean an eligible employee who has been granted an
Option.
(k) "Subsidiary" shall mean a corporation a majority of the outstanding
voting capital stock of which is owned by the Company.
ARTICLE III - ADMINISTRATION
3.1 Stock Option Committee. The Committee appointed by the Board of
Directors of the Company shall administer the Plan. The members of the
Committee shall be nonemployee directors who shall not be eligible to receive
an Option under the Plan. The Committee shall have full power and authority,
subject to such orders or resolutions not inconsistent with the provisions of
the Plan as may from time to time be issued or adopted by the Board of
Directors, to grant to eligible employees (as determined by the Committee)
Options under Article VI of the Plan, to interpret the provisions of the Plan
and any agreements relating to Options granted under the Plan and to supervise
the administration of the Plan. In making determinations of eligibility for
the Plan, the Committee may consider the position and responsibilities of the
employee, the nature and value of his or her services and accomplishments, the
present and potential contribution of the employee to the success of the
Company, and such other factors as the Committee may deem relevant.
(b) Decisions of Committee. All decisions made by the Committee pursuant
to the provisions of the Plan and related resolutions of the Board of Directors
shall be final, conclusive and binding on all persons, including the Company,
its shareholders and employees, and beneficiaries of employees.
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ARTICLE IV - SHARES SUBJECT TO THE PLAN
4.1 (a) Number of Shares. Subject to adjustment as provided for in
Section 4.1(b), the maximum number of shares of Common Stock with respect to
which Options may be granted shall be 40,000 shares of Common Stock. Shares of
Common Stock shall be made available from the authorized but unissued shares of
the Company (including shares reacquired by the Company). If an Option granted
under the Plan shall expire or terminate for any reason, the shares subject to,
but not delivered, under such Option shall be available for other Options to be
issued under the Plan.
(b) Adjustments. All as may be deemed appropriate by the Committee, the
aggregate number of shares of Common Stock which may be issued under the Plan,
the number of shares covered by each outstanding Option, and the price per
share in each Option, may be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock of the Company
resulting from a subdivision or consolidation of shares or any other capital
adjustment, a stock split, the payment of a stock dividend, or other increase
or decrease in such shares effected without receipt of consideration by the
Company.
ARTICLE V - ELIGIBILITY
5.1 The persons eligible to participate in the Plan and receive Options
under the Plan are officers and other key employees of the Company and its
Subsidiaries, including directors who are full time employees, as determined by
the Committee.
ARTICLE VI - STOCK OPTIONS
6.1 Grant of Options. Subject to the limitations of the Plan, the
Committee, after such consultation with and consideration of the
recommendations of management or the Board of Directors as the Committee
considers desirable, shall select from eligible employees Participants to be
granted Options and determine the time when each Option shall be granted and
the number of shares subject to each Option. Options may be either Incentive
Stock Options or Non-Qualified Stock Options. More than one Option may be
granted to the same person. The Committee may not grant a Participant
Incentive Stock Options which in the aggregate are first exercisable during any
one calendar year with respect to Common Stock the aggregate Fair Market Value
of which (determined as of the time of grant) exceeds $100,000.
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6.2 Option Agreements. Each Option under the Plan shall be evidenced by
an option agreement that shall be signed by an officer of the Company and the
Participant and shall contain such provisions as may be approved by the
Committee. Any such option agreement may be amended from time to time as
approved by the Committee and the Participant, provided that the terms of such
option agreement after being amended conform to the terms of the Plan.
6.3 Option Price. The price at which shares of Common Stock may be
purchased upon exercise of an Option shall be not less than one hundred percent
(100%) of the Fair Market Value of such shares on the date such Option is
granted.
6.4 Exercise of Options.
(a) 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 in no event
shall expire later than ten (10) years from the date the Option is granted.
(b) Subject to the terms and conditions of the option agreement and unless
canceled prior to exercise, each Option shall be exercisable in whole or in
part in installments 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 payment in full of the option price therefor is received by the Company.
Such payment shall be made in cash or through the delivery of shares of Common
Stock of the Company with a value equal to the total option price or a
combination of cash and shares. Any shares so delivered shall be valued at
their Fair Market Value on the exercise date. No Participant shall be deemed
to be a holder of any shares subject to any Option prior to the issuance of
such shares upon exercise of such Option.
6.5 Ten-Percent Shareholder Rule. If a Participant owns more than ten
percent (10%) of the total combined voting power of all classes of the Company
or of any Subsidiary's stock at the time an Incentive Stock Option is granted
to such Participant, the option price to such Participant shall not be less
than one hundred ten percent (110%) of the Fair Market Value per share of the
Common Stock on the date of grant, and such Incentive Stock Option by its terms
shall not be exercisable after the expiration of five (5) years from the date
of grant.
6.6 Non-Transferability of Options. No Option or any rights with respect
thereto shall be subject to any debts or liabilities of a Participant, nor be
assignable or transferable
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except by Will or the laws of descent and distribution, nor be exercisable
during the Participant's lifetime other than by the Participant, nor shall
Common Stock be issued to or in the name of one other than the Participant;
provided, however, that an Option may after the death or disability of a
Participant be exercised pursuant to Section 6.7; and provided further than
any Common Stock issued to a Participant hereunder may at the request of the
Participant be issued in the names of the Participant and one other person, as
joint tenants with right of survivorship and not as tenants in common, or in
the name of a trust for the benefit of the Participant or for the benefit of
the Participant and others.
6.7 Termination of Employment; Death and Disability. Subject to the
condition that no Option may be exercised in whole or in part after the
expiration of the option period specified in the applicable option agreement:
(a) Except as hereinafter provided, an Option may be exercised by the
Participant only while such Participant is in the employ of the Company or a
Subsidiary. In the event that the employment of a Participant to whom an
Option has been granted under the Plan shall terminate (except as set forth
below) such Option may be exercised, to the extent that the Option was
exercisable on the date of termination of employment, only until the earlier of
three (3) months after such termination or the original expiration date of the
Option; provided, however, that if termination of employment results from death
or total and permanent disability, such three (3) month period shall be
extended to twelve (12) months.
(b) In the event of the permanent disability of a Participant as
determined by the Committee, an Option which is otherwise exercisable may be
exercised by the Participant's legal representative or guardian. In the event
of the death of the Participant, an Option which is otherwise exercisable may
be exercised by the person or persons whom the Participant shall have
designated in writing on forms prescribed by and filed with the Committee
("Beneficiaries"), or, if no such designation has been made, by the person or
persons to whom the Participant's rights shall have passed by Will or the laws
of descent and distribution ("Successors"). The Committee may require an
indemnity and/or such evidence or other assurances as the Committee in its sole
and absolute discretion may deem necessary in connection with an exercise by a
legal representative, guardian, Beneficiary or Successor.
ARTICLE VII - GENERAL PROVISIONS
7.1 Change in Control.
(a) In the case of a Change in Control (as defined below) of the Company,
unless the Committee determines otherwise, each Option then outstanding shall
become exercisable in full immediately prior to such Change in Control.
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(b) Any determination by the Committee made pursuant to subsection (a)
above may be made as to all outstanding Options or only as to certain Options
specified by the Committee and any such determinations shall be made in cases
covered by subparagraphs 7.1(c)(i) and (ii) below prior to or as soon as
practicable after the occurrence of such event and in the cases covered by
subparagraphs 7.1(c)(iii) or (iv) prior to the occurrence of such event.
(c) A Change in Control shall occur if:
(i) Any "person" or "group of persons" as such terms are defined in
Section 13(d) and 14(c) of the Securities Exchange Act of 1934 (the "Exchange
Act") directly or indirectly purchases or otherwise becomes the "beneficial
owner" (as defined in the Exchange Act) or has the right to acquire such
beneficial ownership (whether or not such right is exercised immediately, with
the passage of time or subject to any condition) of voting securities
representing forty percent (40%) or more of the combined voting power of all
outstanding voting securities of the Company,
(ii) During any period of two consecutive calendar years the individuals
who at the beginning of such period constitute the Board of Directors cease for
any reason to constitute at least the majority of the members thereof unless
(1) there are five or more directors then still in office who were directors at
the beginning of the period and (2) the election or the nomination for election
by the Company's shareholders of each new director was approved by at least
two-thirds (2/3) of the directors then still in office who were directors at
the beginning of the period,
(iii) The shareholders of the Company shall approve an agreement to merge
or consolidate the Company with or into another corporation as a result of
which less than fifty percent (50%) of the outstanding voting securities of the
surviving or resulting entity are or are to be owned by the former shareholders
of the Company (excluding from former shareholders a shareholder who is or as a
result of the transaction in question, becomes an "affiliate" as defined in
Rule 12b-2 under the Exchange Act of any party to such consolidation or
merger), or
(iv) The shareholders of the Company shall approve the sale of all or
substantially all of the Company's business and/or assets to a person or entity
that is not a wholly-owned subsidiary of the Company.
7.2 No Right of Continued Employment. Neither the establishment of the
Plan, the granting of Options or any action of the Company or of the Board of
Directors or of the Committee shall be held or construed to confer upon any
person any legal right to be continued in the employ of the Company or its
Subsidiaries, each of which expressly reserves the right to discharge any
employee whenever the interest of any such company in its sole discretion may
so require without liability to such company, the Board of Directors or the
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Committee except as to any rights that may be expressly conferred upon such
employee under the Plan.
7.3 No Segregation of Cash or Shares. The Company shall not be required
to segregate any shares of Common Stock that may at any time be represented by
Options, and the Plan shall constitute an "unfunded" plan of the Company. No
employee shall have rights with respect to shares of Common Stock prior to the
delivery of such shares. The Company shall not, by any provisions of the Plan,
be deemed to be a trustee of any Common Stock or any other property and the
liabilities of the Company to any employee pursuant to the Plan shall be those
of a debtor pursuant to such contract obligations as are created by or pursuant
to the Plan, and the rights of any employee, former employee or beneficiary
under the Plan shall be limited to those of a general creditor of the Company.
7.4 Delivery of Shares. No shares shall be delivered pursuant to any
exercise of an Option under the Plan unless the requirements of such laws and
regulations as may be deemed by the Committee to be applicable thereto are
satisfied. All certificates for shares of Common Stock delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable Federal or state
securities law, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.
7.5 Governing Law. The Plan and all determinations made and action taken
pursuant thereto shall be governed by the laws of the State of Michigan and
construed in accordance therewith.
7.6 Payments and Tax Withholding. The delivery of any shares of Common
Stock under the Plan shall be for the account of the Company and any such
delivery or distribution shall not be made until the recipient shall have made
satisfactory arrangements for the payment of any applicable withholding taxes.
ARTICLE VIII - AMENDMENT AND TERMINATION
8.1 Amendment or Termination. The Board of Directors may amend or
terminate the Plan provided, however, that no such amendment or termination
shall adversely affect any Option then in effect unless the prior approval of
the Participant so affected is obtained and provided further that any amendment
to the Plan shall be subject to shareholder
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approval to the extent necessary to satisfy the requirements of Section 16
under the Exchange Act.
ARTICLE IX - EFFECTIVENESS OF PLAN
9.1 The Plan was adopted by the Board of Directors on May 14, 1996 subject
to the approval by the sole shareholder of the Company and was approved by such
shareholder on May 14, 1996.
ARTICLE X - SEVERABILITY
10.1 If any provision of the Plan, or any term or condition of any Option
granted thereunder, is invalid, such provision, term, condition or application
shall to that extent be void (or, in the discretion of the Board of Directors,
such provision, term or condition may be amended so as to avoid such invalidity
or failure), and shall not affect other provisions, terms or conditions or
applications thereof, and to this extent such provisions, terms and conditions
are severable.
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