Exhibit 10.6
February 17, 2000
RE: Grant of Director Options - Letter Agreement (February 16, 2000)
Dear ________:
I am pleased to confirm to you the grant on (February 16, 2000 (the "Date of
Grant") of a nonqualified stock option (the "Director Option") under the First
Midwest Bancorp, Inc. Non-Employee Directors' 1997 Stock Option Plan (the
"Directors' Plan"). The Director Option provides you with the opportunity to
purchase for $23.0000 per share up to 804 shares of the Company's Common Stock.
The Director Option is subject to the terms and conditions of the Directors'
Plan, which are incorporated herein by reference, and to the following :
(1) Vesting and Exercisability: Subject to paragraph (9) below, in general, the
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Director Option will become fully vested and exercisable on February 16,
2001. In the event of your death or disability, or of a Change in Control
as defined in the Company's 1989 Omnibus Stock and Incentive Plan, as
Amended (the "Omnibus Plan"), the Director Option will become fully vested
and exercisable.
(2) Expiration: If you cease to be a director for any reason other than death
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or disability prior to the date the Director Option becomes fully vested,
the Director Option will expire on the date your directorship ends. If the
Director Option has become fully vested at the time you cease to be a
director, the Director Option will expire on the third anniversary of the
date you ceased to be a director or one year, in the event of your death.
In no event, however, may the Director Option be exercised beyond February
16, 2010.
(3) Procedure for Exercise: Once vested, you may exercise the Director Option
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at any time by delivering written notice of exercise and payment of the
Exercise Price in full either (a) in cash or its equivalent (as described
in the Directors' Plan), or (b) by tendering previously-acquired shares of
Common Stock having an aggregate fair market value equal to the total
Exercise Price that have been owned by you for six months or more, or (c)
by a combination of the (a) and (b). You may deliver an affirmation of
ownership of Common Stock having the required fair market value in lieu of
physically tendering such shares. In the event you have made an election
under the Company's Nonqualified Stock Option Gain Deferral Plan, you may
only make payment with shares of Common Stock in accordance with clause (b)
above. Further information regarding exercise procedures will be provided
to you.
(4) Limited Transferability; Beneficiary Designation: The Director Option is
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personal to you and may not be sold, transferred, pledged, assigned or
otherwise alienated, other than as provided herein.
The Director Option shall be exercisable during your lifetime only by you.
Notwithstanding the foregoing, you may transfer the Director Option to:
(a) your spouse, children or grandchildren ("Immediate Family
Members");
(b) a trust or trusts for the exclusive benefit of such Immediate
Family Members,
or;
(c) a partnership in which such Immediate Family Members are the
only partners,
provided that:
(i) there may be no consideration for any such transfer,
(ii) subsequent transfers of the transferred Director Option shall be
prohibited, except to designated beneficiaries; and
(iii) such transfer is evidenced by documents acceptable to the
Company and filed with the Corporate Secretary.
Following transfer, the Director Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of designating a beneficiary with respect
thereto, the transfer, provided that for purposes of designating a
beneficiary with respect thereto, the transferee shall be entitled to
designate the beneficiary. The provisions of this Letter Agreement
relating to the period of exerciseability and expiration of the Director
Option shall continue to be applied with respect to you and your status as
a director, and the Director Option shall be exercisable by the transferee
only to the extent, and for the periods, set forth in Paragraphs (1) and
(2) above. Transfer of Common Stock purchased by your transferee upon
exercise of the Director Option may also be subject to the restrictions and
limitations described in Paragraph (5) below.
Kindly designate a beneficiary or beneficiaries with respect to the
Director Option by completing and returning the attached Beneficiary
Designation Form.
(5) Securities Law Restrictions: You understand and acknowledge that
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applicable securities laws govern and may restrict your right to offer,
sell or otherwise dispose of any Common Stock purchased upon exercise of
the Director Option. In addition, because of your status as a director of
the Company, prior to exercise of the Director Option or sale of any shares
acquired upon exercise, you should consult with the Company's Corporate
Secretary with respect to the implications of Section 16(a) and (b) of the
Securities Exchange Act of 1934 on such exercise or sale. Additional
information regarding these rules will be provided to you, on request, from
the Company's Corporate Secretary.
(6) Tax Consequences: Director Options are in the form of nonqualified stock
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options which are not intended to fall under the provisions of Internal
Revenue Code Section 422. No federal or state income taxes or
FICA/Medicare taxes will be withheld by the Company upon exercise.
Information regarding the tax consequences of the Director Option will be
provided to you.
(7) Miscellaneous: Nothing in this Letter Agreement confers any right on you to
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continue as a director of the Company. This Letter Agreement will be
binding upon, and insure to the benefit of, your and the Company's
successors and assigns.
(8) Conformity with Directors' Plan: The Director Option is intended to
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conform to the Directors' Plan in all respects. Inconsistencies between
this Letter Agreement and the Directors' Plan shall be resolved in
accordance with the terms of the Directors' Plan. By executing and
returning the enclosed copy of this Letter Agreement you agree to be bound
by the terms hereof and of the Directors' Plan. Except as otherwise
expressly provided herein, all definitions stated in the Directors' Plan
shall be applicable to this Letter Agreement.
(9) Effect of Certain Accounting Rules: In the event the Board of Directors
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determines it is to be in the best interests of the Company to account for
a business combination under the pooling-of-interests method and, in the
written opinion of the accounting firm then serving as the Company's
independent auditors, the grant of this Option or any of the terms of this
Option, makes such business combination ineligible for pooling-of-interests
accounting that but for the grant of this Option or such terms would
otherwise be eligible for such accounting treatment, then this Option or
such be rescinded or the terms modified to the extent the Compensation
Committee determines to be necessary to enable the business combination to
so qualify for pooling-of-interests accounting treatment.
To confirm your understanding and acceptance of the Director Option granted to
you by this Letter Agreement, kindly execute and return to the Company's
Corporate Secretary in the enclosed envelope the following documents: (a) the
"Confirmation of Acceptance" endorsement on the extra copy of this Letter
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Agreement, and (b) the Beneficiary Designation Form.
If you have any questions, please do not hesitate to contact the Corporate
Secretary.
Very truly yours,
First Midwest Bancorp, Inc.
Robert P. O'Meara
Chairman and Chief Executive Officer
CONFIRMATION OF ACCEPTANCE
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I acknowledge receipt of a copy of the Directors' Plan, that I have reviewed
this Letter Agreement and the Directors' Plan, and I agree to be bound by all
provisions of this Letter Agreement and the Directors' Plan.
_______________________________ ______________________________
Director's Signature Date
NON-EMPLOYEE DIRECTORS' 1997 STOCK OPTION PLAN
BENEFICIARY DESIGNATION FORM
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This Beneficiary Designation Form applies to Director Stock Option and Reload
Option Agreement(s) as follows (fill in the Option Grant Date from the
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applicable Letter Agreement):
______________________ __________________________ ______________________
______________________ __________________________ ______________________
______________________ __________________________ ______________________
All prior Beneficiary Designation Forms applicable to Director Stock
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Options or Reload Options not listed above will remain in effect as previously
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submitted.
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You may designate a primary beneficiary and a secondary beneficiary to whom
rights under your Director or Reload Options will pass in the event of your
death. You may name more than one person as a primary or secondary beneficiary.
For example, you may wish to name your spouse as primary beneficiary and your
children as secondary beneficiaries. Your primary beneficiaries will have equal
rights with respect to your Director or Reload Options unless you indicate
otherwise. The same rule applies for secondary beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and relationship to you): ____
________________________________________________________________________________
________________________________________________________________________________
Secondary Beneficiary(ies) (give name, address and relationship to you): __
________________________________________________________________________________
________________________________________________________________________________
I certify that my designation of beneficiary(ies) set forth above is my
free act and deed and acknowledge that when effective it will revoke any prior
designation I may have made with regard to Director or Reload Option(s) set
forth above.
____________________________________
(Signature)
____________________________________
(Date)
This Beneficiary Designation Form shall be effective on the day it is
received by the Corporate Secretary of the Company. This Form shall be (i)
delivered to the Corporate Secretary by personal delivery, facsimile, United
States mail or by express courier service, and (ii) deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile transmission or
upon receipt by the Corporate Secretary if by United States mail or express
courier service; provided, however, that if this Form is not received during
regular business hours, it shall be deemed to be received on the next succeeding
business day of the Company.
RECEIVED AND ACKNOWLEDGED:
FIRST MIDWEST BANCORP, INC.
BY: _____________________________________
(On behalf of the Corporate Secretary)
Date:_____________________