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Exhibit 10.2
COMMUNITY CENTRAL BANK CORPORATION
1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
___________________________
As adopted by the Board of Directors
on May 14, 1996
___________________________
SECTION 1. PURPOSE
The purpose of this Community Central Bank Corporation 1996 Stock Option
Plan for Nonemployee Directors ("Plan") is to increase the proprietary interest
of the Nonemployee Directors in the success of Community Central Bank
Corporation ("Corporation") and to enhance the Corporation's ability to retain
and attract experienced and knowledgeable directors.
SECTION 2. DEFINITION OF SELECTED TERMS
In addition to the definitions of certain words and phrases that are
provided in various sections of this Plan, the following terms when used herein
shall have the meanings set forth below.
(a) "Affiliate(s)" shall mean those corporations a majority of the
outstanding voting capital stock of which is directly or indirectly
owned by the Corporation.
(b) "Annual Meeting" shall mean an annual meeting of the
shareholders of the Corporation at which one or more members of the
Board of Directors are elected, held in 1997, 1998 or 1999.
(c) "Board of Directors" shall mean the Board of Directors of the
Corporation.
(d) "Fair Market Value per Share" 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
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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.
(e) "Internal Revenue Code" shall mean the Internal Revenue Code
of 1986, as amended.
(f) "Nonemployee Director(s)" shall mean those directors of the
Corporation who are not employees of the Corporation or any
Affiliate.
(g) "Option" shall mean an option granted to a Nonemployee
Director under this Plan.
(h) "Optionee" means any person to whom an Option has been granted
or who becomes a holder of an Option under the provisions of this
Plan.
SECTION 3. ADMINISTRATION
This Plan shall be administered by a committee appointed by at least a
majority of the Board of Directors (the "Committee"). The amount, nature, and
timing of Options shall be automatic, as described in Section 6, and not
subject to the determination of the Committee. The Committee may, subject to
the provisions of this Plan, establish such rules and regulations as it deems
necessary or advisable for the proper administration of this Plan, and may make
determinations and may take such other action in connection with or in
relation to this Plan as it deems necessary or advisable. Each determination
or other action made or taken by the Committee pursuant to this Plan, including
interpretations of this Plan, shall be final and conclusive for all purposes
and upon all persons, including, but without limitation, the Corporation, its
Affiliates, the Board of Directors, the affected Nonemployee Directors, and
their respective successors in interest. The Committee shall not be empowered
to take any action, whether or not otherwise authorized under this Plan, that
would result in any Nonemployee Director failing to qualify as a "disinterested
person", as defined in Rule 16b-3 (as in effect on the date hereof and as may
be amended during the term of this Plan) of the rules and regulations
promulgated by the Securities and Exchange Commission pursuant to its authority
granted under the Securities Exchange Act of 1934 ("Rule 16b-3").
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SECTION 4. STOCK SUBJECT TO THIS PLAN
The Stock to be issued under this Plan shall be shares of common stock of
the Corporation ("Stock"). The Stock shall be made available from authorized
but unissued shares (including shares acquired in the open market). The total
number of shares of Stock that may be issued under this Plan pursuant to
Options granted hereunder shall be 40,000. Such number of shares shall be
subject to adjustment in accordance with Section 10 hereof. Stock subject to
any unexercised portion of an Option which expires, is cancelled, or is
terminated for any reason, may again be subject to the grant of Options under
this Plan.
SECTION 5. ELIGIBILITY
Each Nonemployee Director is eligible to participate in this Plan.
Options are automatically granted to Nonemployee Directors as provided for
herein.
SECTION 6. GRANT AND EXERCISE OF OPTION
(a) Automatic Option Grants. As of June 1, 1996, each Nonemployee
Director shall be granted one Option to purchase 4,000 shares of Stock.
Nonemployee Directors who are appointed or elected after June 1, 1996 will
receive an Option for a lesser number of shares, the number of which will
depend on which annual meeting is the first annual meeting occurring
concurrently with, or after he or she becomes a Nonemployee Director, as set
forth in the table below:
The Nonemployee Director's
If the Nonemployee Director's Option will be for the
First Annual Meeting is the: Following Number of Shares:
----------------------------- ---------------------------
1997 Annual Meeting 3,000
1998 Annual Meeting 2,000
1999 Annual Meeting 1,000
(b) Schedule Under Which Options Become Fully Exercisable. Each Option
granted under the Plan shall be immediately exercisable for 1,000 shares of
Stock. Each Option will become exercisable for an additional 1,000 shares of
Stock as of the date of each successive Annual Meeting, until it is exercisable
in full.
(c) Option Price. The Option price of each share of Stock purchasable
under an Option shall be the Fair Market Value per Share on the date of grant.
(d) Option Agreement. Each Option granted under this Plan shall be
evidenced by a stock option agreement ("Stock Option Agreement") that
is duly executed
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on behalf of the Corporation and by the Nonemployee Director to whom the Option
is granted. Each Stock Option Agreement shall be subject to the terms and
conditions of this Plan and in such form, not inconsistent with this Plan, as
the Board of Directors or the Committee shall from time to time approve.
Appropriate officers of the Corporation are hereby authorized to execute and
deliver Stock Option Agreements on behalf of the Corporation.
(e) Manner of Exercise. Any Option (subject to Section 6(b)) may be
exercised from time to time, in whole, or in part in minimum installments
of 500 shares, by giving written notice to the Corporation, signed by the
person exercising the Option, stating the number of shares of Stock with
respect to which the Option is being exercised, accompanied by payment of the
full consideration for the shares as to which the Option is being exercised, in
one or a combination of the following alternative forms: (i) cash, or (ii)
shares of Stock already owned by the person exercising the Option, valued at
the Fair Market Value per Share of Stock on the date of exercise.
(f) Expiration of Options. The unexercised portion of each Option shall
automatically and without notice expire and become null and void at the time of
the earliest to occur of the following:
(i) the expiration of seven years from the date the Option was
granted;
(ii) the expiration of three months after the Optionee ceases to be
a Nonemployee Director, other than by reason of permanent
disability (as defined in Section 22(e)(3) of the Internal Revenue
Code), death, or for cause;
(iii) the expiration of one year following the death or permanent
disability (as defined in Section 22(e)(3) of the Internal Revenue
Code) of the Optionee; or
(iv) the termination of the Optionee's service as a Nonemployee
Director, if such termination is for cause (the Committee or the
Board of Directors shall have the right to determine what
constitutes cause, and such determination shall be conclusive and
binding for all purposes).
(g) Options are Nonqualified. Each Option granted under this
Plan shall be a nonqualified stock option which does not qualify as an
incentive stock option within the meaning of Section 422 of the Internal
Revenue Code.
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SECTION 7. NONTRANSFERABILITY OF OPTIONS
No Option shall be transferable otherwise than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder. During the lifetime of an
Optionee, the Option shall be exercisable only by the Optionee personally or by
the Optionee's legal representative.
SECTION 8. NO RIGHT TO CONTINUE AS DIRECTOR
Neither this Plan nor the granting of an Option, nor any other action
taken pursuant to this Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Board of Directors will nominate
any director for re-election, or that the Corporation will retain a director
for any period of time, or at any particular rate of compensation.
SECTION 9. RIGHTS AS A SHAREHOLDER
An Optionee or a transferee of an Option pursuant to Section 7 shall have
no rights as a Shareholder with respect to any Stock that is the subject of
either an unexercised or exercised Option until the Optionee or such transferee
shall have become the holder of record of such Stock, and no adjustments shall
be made for dividends in cash or other property or other distributions or
rights in respect of such Stock for which the record date is prior to the date
on which the Optionee or such transferee shall have in fact become the holder
of record of the Stock acquired pursuant to the Option.
SECTION 10. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the number of shares of Stock through
the declaration of stock dividends or stock splits or through recapitalization
or merger or consolidation or combination of shares or otherwise, the Committee
or the Board of Directors shall make such adjustment, if any, as it may deem
appropriate in the number of shares of Stock available for Options as well as
the number of shares of Stock subject to any outstanding Options, the option
price thereof and any other terms it deems appropriate. Any such adjustment
may provide for the elimination of any fractional shares which might otherwise
become subject to any Option without payment therefor. The grant of Options
under this Plan shall not affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.
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SECTION 11. USE OF PROCEEDS
The cash proceeds received by the Corporation from the issuance of shares
pursuant to Options under this Plan shall be used for general corporate
purposes.
SECTION 12. 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.
SECTION 13. EFFECTIVE DATE AND TERM OF THIS PLAN
(a) This Plan shall become effective on June 1, 1996, provided that the
holders of a majority of all of the shares of the Corporation's Stock issued
and outstanding shall, by vote at a meeting of shareholders duly called and
held or by written consent, have approved this Plan.
(b) Unless previously terminated in accordance with Section 14 of this Plan,
this Plan shall terminate at the close of business on April 30, 2000, after
which no Options shall be granted under this Plan. Such termination shall not
affect any Options granted prior to such termination.
SECTION 14. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN
The Board of Directors may, from time to time, terminate or suspend this
Plan, in whole or in part, or amend this Plan from time to time, including the
adoption of amendments deemed necessary or desirable to qualify the Options
under rules and regulations promulgated by the Securities and Exchange
Commission with respect to directors who are subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 (the "Act"), or to correct
any defect or supply any omission or reconcile any inconsistency in this Plan
or in any Option granted hereunder, without the approval of the Shareholders of
the Corporation; except that no such action may be taken which would: (i)
materially increase the benefits accruing to participants under this Plan,
materially increase the number of securities which may be issued under this
Plan (except as permitted in Section 10), or materially modify the eligibility
requirements for participation in this Plan, (ii) cause any Nonemployee
Director to not qualify as a "disinterested person" as defined in Rule 16b-3,
(iii) cause this Plan not to satisfy all applicable requirements of Rule 16b-3,
or (iv) impair the rights of any Optionee under any Option previously granted
under this Plan without the Optionee's consent. In no event shall any
provision of this Plan dealing with persons who are designated to receive
grants or awards, the amount or price of
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securities to be granted or awarded, or the timing of grants or awards, be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder.
SECTION 15. LIMITATION ON ISSUE OR TRANSFER OF SHARES
Notwithstanding any provisions of this Plan or the terms of any Option,
the Corporation shall not be required to issue any shares of Stock or transfer
on its books and records any shares of Stock if such issue or transfer would,
in the judgment of the Committee or of counsel for the Corporation, constitute
a violation of any state or Federal law, or of the rules or regulations of any
governmental regulatory body, or any securities exchange or automated dealer
quotation system. An Optionee desiring to exercise an Option may be required
by the Corporation, as a condition of the effectiveness of any exercise of an
Option, to agree in writing that all securities to be acquired pursuant to such
exercise shall be held for his or her account without a view to any further
distribution thereof, that the certificates for such shares shall bear an
appropriate legend to that effect, and that such shares will not be transferred
or disposed of except in compliance with applicable federal and state
securities laws.
SECTION 16. CHANGE IN CONTROL
(a) In the case of a Change in Control (as defined below) of the
Corporation, unless the Committee determines otherwise, each Option then
outstanding shall become exercisable in full immediately prior to such Change
in Control.
(b) Any determination by the Committee made pursuant to this Section 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 16(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
16(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 Act directly or indirectly purchases or
otherwise becomes the "beneficial owner" (as defined in the 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 Corporation,
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(ii) During any period of two consecutive years the individuals who at the
beginning of such period constitute the Board of Directors cease or 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
Corporation'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 Corporation shall approve an agreement to
merge or consolidate the Corporation 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 Corporation (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 Act of any party to such
consolidation or merger), or
(iv) The shareholders of the Corporation shall approve the sale of all or
substantially all of the Corporation's business and/or assets to a person or
entity that is not a wholly-owned subsidiary of the Corporation.
SECTION 17. NO SEGREGATION OF CASH OR SHARES
The Corporation shall not be required to segregate any shares of Stock
that may at any time be represented by Options, and the Plan shall constitute
an "unfunded" plan of the Corporation. No employee shall have rights with
respect to shares of Stock prior to the delivery of such shares. The
Corporation shall not, by any provisions of the Plan, be deemed to be a trustee
of any Stock or any other property and the liabilities of the Corporation 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 Corporation.
SECTION 18. 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 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 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.
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SECTION 19. GOVERNING LAW
This Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Michigan and construed in
accordance therewith.
SECTION 20. SEVERABILITY
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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