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EXHIBIT 10.13
UNIONBANCORP, INC.
1993 STOCK OPTION PLAN
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TABLE OF CONTENTS
1. PURPOSE OF THE PLAN........................................ 1
2. ADMINISTRATION OF THE PLAN................................. 1
3. SHARES SUBJECT TO THE PLAN................................. 1
4. STOCK OPTIONS.............................................. 2
a. Type of Options..................................... 2
b. Terms of Options.................................... 2
c. Additional Terms Applicable to All Options.......... 2
(i) Written Notice............................... 2
(ii) Method of Exercise........................... 2
(iii) Death, Disability or Retirement of Optionee.. 2
(iv) Transferability.............................. 2
d. Additional Terms Applicable to Incentive Options.... 3
(i) Option Price................................. 3
(ii) Term of Option............................... 3
(iii) Annual Exercise Limit........................ 3
e. Non-employee Director Grants........................ 3
5. STOCK APPRECIATION RIGHTS 3
a. Grants.............................................. 3
b. Terms of Grant...................................... 4
c. Payment upon Exercise............................... 4
6. RIGHT OF FIRST REFUSAL..................................... 4
7. AMENDMENT OR TERMINATION OF THE PLAN....................... 5
8. TERM OF PLAN............................................... 5
9. DELIVERY AND REGISTRATION OF STOCK......................... 5
10. RIGHTS AS STOCKHOLDER...................................... 6
11. MERGER OR CONSOLIDATION.................................... 6
12. CHANGES IN CAPITAL AND CORPORATE STRUCTURE................. 6
13. EMPLOYMENT RELATIONSHIP ................................... 6
14. WITHHOLDING OF TAX ........................................ 6
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UNIONBANCORP, INC.
1993 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The UNIONBANCORP, INC. 1993 STOCK OPTION PLAN (hereinafter referred to as
the "Plan") is intended to provide a means whereby key individuals providing
services to UNIONBANCORP, INC. (hereinafter referred to as the "Company") and
its related corporations may sustain a sense of proprietorship and personal
involvement in the continued development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its
shareholders. Accordingly, certain directors, officers and employees will be
eligible to acquire common stock of the Company (hereinafter referred to as
"Shares") or otherwise participate in the financial success of the Company, on
the terms and conditions established herein. For purposes of the Plan, a
corporation shall be deemed a related corporation to the Company if such
corporation would be a parent or subsidiary corporation with respect to the
Company as defined in Section 424(e) or (f), respectively, of the Internal
Revenue Code of 1986, as amended (hereinafter referred to as the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the UnionBancorp, Inc. 1993 Stock Option
Plan Administrative Committee (hereinafter referred to as the "Committee")
which shall be comprised of at least two (2) non-employee disinterested
directors appointed by the Board of Directors of the Company (hereinafter
referred to as the "Board"). A disinterested director is any member of the
Board who within the prior year has not been, and is not being, granted any
awards related to the Shares under the Plan or any other plan of the Company or
any related corporation except for awards which: (i) are calculated in
accordance with a formula as contemplated in paragraph (c)(ii) of Rule 16b-3
under the Securities Exchange Act of 1934 ("Rule 16b-3"); (ii) result from
participation in an ongoing securities acquisition plan meeting the conditions
of paragraph (d)(2) of Rule 16b-3; or (iii) arise from an election by a
director to receive all or part of his Board fees in securities. The Committee
shall have sole authority to select the officers and employees from among those
eligible to whom awards shall be made under the Plan, to establish the amount
of such award for each such individual and the time when certificates for
Shares shall be issued, and to prescribe the legend to be affixed to the
certificate. The Committee is authorized, subject to Board approval, to
interpret the Plan and may from time to time adopt such rules, regulations,
forms and agreements, not inconsistent with the provisions of the Plan, as it
may deem advisable to carry out the Plan. All decisions made by the Committee
in administering the Plan shall be subject to Board review.
3. SHARES SUBJECT TO THE PLAN
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The aggregate number of Shares that may be awarded to individuals under
the Plan shall be two hundred thousand (200,000) Shares. Any Shares that
remain unissued at the termination of the Plan shall cease to be subject to the
Plan, but until termination of the Plan, the Company shall at all times make
available sufficient Shares to meet the requirements of the Plan.
4. STOCK OPTIONS
a. Type of Options. The Company may issue options that constitute
Incentive Stock Options ("Incentive Options") under Section 422 of the Code and
options that do not constitute Incentive Options ("Nonqualified Options") to
individuals under the Plan. The grant of each option shall be confirmed by a
stock option agreement that shall be executed by the Company and the optionee
as soon as practicable after such grant. The stock option agreement shall
expressly state or incorporate by reference the provisions of the Plan and
state whether the option is an Incentive Option or Nonqualified Option.
b. Terms of Options. Except as provided in Subparagraphs (c) and (d)
below, each option granted under the Plan shall be subject to the terms and
conditions set forth by the Committee in the stock option agreement including,
but not limited to, option price, option term and transferability.
c. Additional Terms Applicable to All Options. Each option shall be
subject to the following terms and conditions:
(i) Written Notice. An option may be exercised only
by giving written notice to the Company specifying the number
of Shares to be purchased.
(ii) Method of Exercise. The aggregate option price
may, subject to the terms and conditions set forth by the
Committee in the stock option agreement, be paid in any one or
a combination of cash, personal check, personal note, Shares
already owned or Plan awards which the optionee has an
immediate right to exercise.
(iii) Death, Disability or Retirement of Optionee. If
an optionee terminates employment due to death, disability or
retirement, prior to exercise in full
right to exercise the options within a period of twelve (12)
months after the date of such termination to the extent that
the right was exercisable at the date of such termination, or
subject to such other terms as may be determined by the
Committee.
(iv) Transferability. No option may be transferred, assigned or
encumbered by an optionee, except in the event of the death
of the optionee, by will or the laws of descent and
distribution.
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d. Additional Terms Applicable to Incentive Options. Each Incentive
Option shall be subject to the following terms and conditions:
(i) Option Price. The option price per Share shall be not less
than 100% of the fair market value of such Share on the date
the option is granted. Notwithstanding the preceding
sentence, the option price per Share granted to an individual
who, at the time such option is granted, owns stock possessing
more than 10% of the total combined voting power of all
classes of stock of the Company or related corporation
(hereinafter referred to as a "10% Stockholder") shall not be
less than 110% of the fair market value of such Share on the
date the option is granted.
(ii) Term of Option. No option may be exercised more than ten
(10) years after the date of grant. Notwithstanding the
preceding sentence, no option granted to a 10% Stockholder
may be exercised more than five (5) years after the date of
grant. No option may be exercised more than three (3) months
after the optionee terminates employment with the Company or
related corporation; except that, if the optionee terminates
employment due to his disability (within the meaning of
Section 22(e)(3) of the Code), the Committee may extend such
three (3) month period for up to an additional nine (9)
months.
(iii) Annual Exercise Limit. The aggregate value of Shares which
may first become exercisable during any calendar year
shall not exceed $100,000. For purposes of the preceding
sentence, the fair market value of each Share shall be
determined on the date the option with respect to such Share
is granted.
e. Non-employee Director Grants. Non-employee directors shall receive
Nonqualified Option grants pursuant to a formula. The formula shall include,
but is not limited to, the following criteria: (i) meeting attendance; (ii)
business calls; (iii) return on assets; (iv) overhead costs; (v) interest
margin; (vi) asset growth; and (vii) asset quality. The Committee shall
establish the number of earnable options and the criteria achievement levels
each year, if any. Non-employee director grants will have an exercise price of
not less than 75% of the fair market value of a Share on the date of grant, and
will be subject to a five (5) year, 20% per year, vesting schedule.
5. STOCK APPRECIATION RIGHTS
a. Grants. Stock Appreciation Rights ("SARs") are rights entitling the
grantee to receive cash or Shares having a fair market value equal to the
appreciation in market value of a stated number of Shares from the date of
grant, or in the case of rights granted in tandem with or by reference to an
option granted prior to the grant of such rights, from the date of grant of
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the related option to the date of exercise, which may be granted to such
eligible directors and employees as may be selected by the Committee.
b. Terms of Grant. SARs may be granted in tandem with or with reference
to a related option, in which event the grantee may elect to exercise either
the option or the SAR, but not both, as to the same Share subject to the option
and the SAR, or the SAR may be granted independently of a related option. In
the event of a grant with a related option, the SAR shall be subject to the
terms and conditions of the related option. In the event of an independent
grant, the SAR shall be subject to the terms and conditions determined by the
Committee. SARs shall not be transferred, assigned or encumbered, except that
SARs may be exercised by the executor, administrator or personal representative
of the deceased grantee within twelve months of the death of the grantee and
transferred pursuant to a qualified domestic relations order as defined under
Section 414(q) of the Code.
c. Payment upon Exercise. Upon exercise of an SAR, the grantee shall be
paid the excess of the then fair market value of the number of Shares to which
the SAR relates over the fair market value of such number of Shares at the date
of grant of the SAR or of the related option, as the case may be. Such excess
shall be paid in cash or in Shares having a fair market value equal to such
excess or in such combination thereof as the Committee shall determine. The
exercise of an SAR may only be made in accordance with applicable restrictions
pursuant to paragraph (e) of Rule 16b-3 or any similar successor provision.
6. RIGHT OF FIRST REFUSAL
If any Shares issued under the Plan are not readily tradable on an
established market on the date an owner intends to sell such Shares, such owner
shall first offer such Shares to the Company for purchase and the Company shall
have thirty (30) days to exercise its right to purchase such Shares. The owner
shall give written notice to the Company stating that he has a bona fide offer
for the purchase of such Shares, stating the number of Shares to be sold, the
name and address of the person(s) offering to purchase the Shares and the
purchase price and terms of payment of such sale. The owner shall be entitled
to receive the same purchase price offered by such person(s) offering to
purchase such Shares. Payment may be in a lump sum or, if the lump sum exceeds
$100,000, in substantially equal annual or more frequent installments over a
period not exceeding five (5) years in the discretion of the Committee. If a
method of deferred payments is selected, the unpaid balance shall earn interest
at a rate that is substantially equal to the rate at which the Company could
borrow the amount due and shall be secured by a pledge of the Shares purchased
or such other adequate security as agreed to by the Company and the owner. For
purposes of this paragraph, Shares shall be considered not readily tradable on
an established market if such Shares are not publicly tradable or because such
Shares are subject to a trading limitation under any Federal or state
securities law or regulation that would make such Shares less freely tradable
than stock not so restricted. For purposes of this paragraph, an owner shall
include any person who acquires Shares from any other person and for any
reason; including, but not limited to, by gift, death or sale.
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7. AMENDMENT OR TERMINATION OF THE PLAN
The Board may amend, suspend or terminate the Plan or any portion thereof
at any time, but (except as provided in paragraph 3 hereof) no amendment shall
be made without approval of the stockholders of the Company which shall: (i)
materially increase the aggregate number of Shares with respect to which awards
may be made under the Plan; (ii) materially increase the aggregate number of
Shares which may be subject to awards to individuals who are not employees; or
(iii) change the class of persons eligible to participate in the Plan,
provided, however, that no such amendment, suspension or termination shall
impair the rights of any individual, without his consent, in any award
theretofore made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the extent that
the Plan provides for formula awards, as defined in paragraph (c)(2)(ii) of
Rule 16b-3, such provisions may not be amended more than once every six months,
other than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended (ERISA), or the rules thereunder.
8. TERM OF PLAN
The Plan shall be effective upon the date of its adoption by the Board,
subject to the approval of the Plan by a majority of the stockholders within
twelve (12) months before or after the date of adoption. Unless sooner
terminated under the provisions of paragraph 8, Shares and SARs shall not be
awarded under the Plan after the expiration of ten (10) years from the
effective date of the Plan.
9. DELIVERY AND REGISTRATION OF STOCK
The Company's obligation to deliver Shares with respect to an award shall,
if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the individual to whom such
Shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933 or any other federal, state or local securities legislation or regulation.
It may be provided that any representation requirement shall become
inoperative upon a registration of the Shares or other action eliminating the
necessity of such representation under securities legislation. The Company
shall not be required to deliver any Shares under the Plan prior to (i) the
admission of such Shares to listing on any stock exchange on which Shares may
then be listed, and (ii) the completion of such registration or other
qualification of such Shares under any state or federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3. Any provision of the
Plan which is inconsistent with said rule shall, to the extent of such
inconsistency, be inoperative and shall not affect the validity of the
remaining provisions of the Plan.
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10. RIGHTS AS STOCKHOLDER
Upon delivery of any Share to an individual, such individual shall have
all of the rights of a stockholder of the Company with respect to such Share,
including the right to vote such Share and to receive all dividends or other
distributions paid with respect to such Share.
11. MERGER OR CONSOLIDATION
In the event the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, all outstanding
options, SARs and RSAs shall become immediately and fully exercisable and
unrestricted, and the surviving corporation may exchange options and SARs
issued under this Plan for options and SARs (with the same aggregate option
price) to acquire and participate in that number of shares in the surviving
corporation that have a fair market value equal to the fair market value
(determined on the date of such merger or consolidation) of Shares that the
grantee is entitled to acquire and participate in under this Plan on the date
of such merger, consolidation or change of control.
12. CHANGES IN CAPITAL AND CORPORATE STRUCTURE
The aggregate number of Shares and interests awarded and which may be
awarded under the Plan shall be adjusted to reflect a change in the outstanding
Shares of the Company be reason of an issuance of additional Shares,
recapitalization, reclassification, reorganization, stock split, reverse stock
split, combination of shares, stock dividend or similar transaction. The
adjustment shall be made in an equitable manner which will cause the awards to
remain unchanged as a result of the applicable transaction.
13. EMPLOYMENT RELATIONSHIP
An individual shall be considered to be in the employment of the Company
or related corporation as long as he or she remains an employee of the Company
or related corporation. Nothing herein shall confer on any individual the
right to continued employment with the Company or related corporation or affect
the right of the Company or related corporation to terminate such employment.
14. WITHHOLDING OF TAX
To the extent the award, issuance or exercise of Shares or SARs results in
the receipt of compensation by an individual, the Company is authorized to
withhold from any other cash compensation then or thereafter payable to such
individual or to withhold sufficient Shares to pay any tax required to be
withheld by reason of the receipt of the compensation. Alternatively, the
individual may tender a personal check in the amount of tax required to be
withheld.
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