1
2/96 Performance Options
MBNA CORPORATION
STOCK OPTION AGREEMENT
THIS AGREEMENT made this 3rd day of April 1996, by and between MBNA
Corporation, a Maryland corporation (the "Company"), and [name] ("Grantee").
The parties hereto agree as follows:
1. Grant of Stock Option. The Company confirms its grant on February
29, 1996 (the "Grant Date"), to the Grantee of non-qualified stock
options to purchase up to [shares] shares of the Company's Common
Stock pursuant to the Company's 1991 Long Term Incentive Plan (the
"Plan").
2. Exercise Price. The exercise price per share shall be $28.25.
3. Term of Option. The options granted hereunder shall terminate on
the earlier of February 28, 2006, or the date determined in
accordance with the Plan.
4. Exercise. The options will become exercisable to the extent set
forth below when the Company achieves both the net income and stock
price objectives set forth below.
Net Income Stock Price Percent Exercisable
---------- ----------- -------------------
$600 million $36 25%
$750 million $45 35% additional
$900 million $55 40% additional
Net income for purposes of the grants means consolidated net income
of the Company for a fiscal year before preferred stock dividends,
extraordinary items and the cumulative effect of accounting
changes. The Compensation Committee may adjust the net income
objectives for changes in federal or applicable state income taxes.
The share price objective will be met only if the closing price of
the shares of the Company's Common Stock of the New York Stock
Exchange equals or exceeds the objective for at least 20 trading
days in any consecutive 30 day trading period following attainment
of the applicable net income objective. The Compensation Committee
may adjust the share price objectives for stock splits or
combinations, stock dividends and similar events.
If required to ensure that the Company may deduct for federal
income tax purposes the gain to the holder on exercise of the
options, no installment of the options may be exercised until the
Compensation Committee has certified that the applicable objectives
have been met for that installment.
If these conditions are not satisfied, the options shall become
exercisable on the 27th day of February 2006, and shall expire if
not exercised on that date.
The options will vest even if the net income and stock price
objectives are not met, in the event of a change in control as
defined in the Plan. In addition, the options will become
immediately exercisable in the event of the death, disability or
retirement of the holder.
2
2/96 Performance Options
The options may be exercised, in whole or in part, by delivering
written notice to the Company specifying the number of shares for
which the options are being exercised. The exercised price will be
paid in cash.
5. Option Subject to Plan and Laws. The options are subject to the
Plan and any applicable federal or state laws, rules, or
regulations.
6. Entire Agreement; Modification. This Agreement and the Plan contain
the entire agreement between the parties with respect to the
subject matter contained herein and may not be modified except as
provided in the Plan or in a written document signed by each of the
parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MBNA CORPORATION
BY: ______________________
______________________
[name]
3
7/96 Immediately Exercisible Options
MBNA CORPORATION
STOCK OPTION AGREEMENT
THIS AGREEMENT made this 5th day of August, 1996, by and between MBNA
Corporation, a Maryland corporation (the "Company"), and [Name] ("Grantee").
The parties hereto agree as follows:
1. Grant of Stock Option. The Company confirms its grant on July 30,
1996 (the "Grant Date"), to the Grantee of options to purchase up
to [amount] shares of the Company's Common Stock pursuant to the
Company's 1991 Long Term Incentive Plan (the "Plan"). The options
granted hereunder shall be incentive stock options to the extent
permitted by law. The remainder of the options shall be
non-qualified stock options.
2. Exercise Price. The exercise price per share shall be $27.50.
3. Term of Option. The options granted hereunder shall terminate on
the earlier of July 29, 2006, or the date determined in accordance
with the Plan.
4. Exercise. The options may be exercised at any time and from time to
time, in whole or in part, by delivering written notice to the
Company specifying the number of shares for which the options are
being exercised.
5. Option Subject to Plan and Laws. The options are subject to the
Plan and any applicable federal or state laws, rules, or
regulations. The Grantee agrees that these options are subject to
the Plan as currently in effect, including all amendments.
6. Entire Agreement; Modification. This Agreement and the Plan contain
the entire agreement between the parties with respect to the
subject matter contained herein and may not be modified except as
provided in the Plan or in a written document signed by each of the
parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MBNA CORPORATION
BY: ______________________
______________________
[Name]
4
7/96 Performance Options
MBNA CORPORATION
STOCK OPTION AGREEMENT
THIS AGREEMENT made this 5th day of August 1996, by and between MBNA
Corporation, a Maryland corporation (the "Company"), and [name] ("Grantee").
The parties hereto agree as follows:
1. Grant of Stock Option. The Company confirms its grant on July 30,
1996 (the "Grant Date"), to the Grantee of non-qualified stock
options to purchase up to [shares] shares of the Company's Common
Stock pursuant to the Company's 1991 Long Term Incentive Plan (the
"Plan").
2. Exercise Price. The exercise price per share shall be $27.50.
3. Term of Option. The options granted hereunder shall terminate on
the earlier of July 30, 2006, or the date determined in accordance
with the Plan.
4. Exercise. The options will become exercisable to the extent set
forth below when the Company achieves both the net income and stock
price objectives set forth below and the Compensation Committee
certifies that the objectives have been achieved.
Net Income Stock Price Percent Exercisable
---------- ----------- -------------------
$700 million $43 20%
$850 million $52 30% additional
$1,000million $60 50% additional
Net income for purposes of the grants means consolidated net income
of the Company for a fiscal year before extraordinary items and the
cumulative effect of accounting changes. The Compensation Committee
may adjust the net income objectives for changes in federal or
applicable state income taxes.
The share price objective will be met only if the closing price of
the shares of the Company's Common Stock of the New York Stock
Exchange equals or exceeds the objective for at least 20 trading
days in any consecutive 30 day trading period following attainment
of the applicable net income objective. The Compensation Committee
may adjust the share price objectives for stock splits or
combinations, stock dividends and similar events.
If required to ensure that the Company may deduct for federal
income tax purposes the gain to the holder on exercise of the
options, no installment of the options may be exercised until the
Compensation Committee has certified that the applicable objectives
have been met for that installment.
If these conditions are not satisfied, the options shall become
exercisable on the 29th day of July 2006, and shall expire if not
exercised on that date.
5
7/96 Performance Options
The Committee may accelerate vesting of the options, even if the
net income and stock price objectives are not met, in the event of
a change in control as defined in the Plan. In addition, the
options will become immediately exercisable in the event of the
death, disability or retirement of the holder.
The options may be exercised, in whole or in part, by delivering
written notice to the Company specifying the number of shares for
which the options are being exercised. The exercised price will be
paid in cash.
5. Option Subject to Plan and Laws. The options are subject to the
Plan and any applicable federal or state laws, rules, or
regulations.
6. Entire Agreement; Modification. This Agreement and the Plan contain
the entire agreement between the parties with respect to the
subject matter contained herein and may not be modified except as
provided in the Plan or in a written document signed by each of the
parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MBNA CORPORATION
BY: ______________________
______________________
[name]