EXHIBIT 10.1
1987 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
OF
HORIZON BANCORP
---------------
WHEREAS, on January 20, 1987, the Board of Directors of Horizon
Bancorp ("Company") adopted the 1987 Stock Option and Stock Appreciation Rights
Plan of Horizon Bancorp ("Plan"); and
WHEREAS, pursuant to paragraph 14 of the Plan, the Board of
Directors reserved the right to amend the Plan subject, under certain
circumstances, to shareholder approval; and
WHEREAS, the Board of Directors amended the plan in certain respects
and restated the Plan document, effective March 24, 1987; and
WHEREAS, the Board of Directors has determined it is appropriate to
amend the plan in certain respects and restate the Plan document, effective
January 16, 1990;
NOW, THEREFORE, the Plan is hereby amended and restated, effective
January 16, 1990 to read as follows:
1. PURPOSE. This Plan is designed to promote the interest of the
Company and its Subsidiaries by encouraging their officers and other key
employees, upon whose judgment, initiative and industry the Company and its
subsidiaries are largely dependent for the successful conduct and growth of
their business, to continue their association with the Company and its
Subsidiaries by providing additional incentive and opportunity for unusual
industry and efficiency through stock ownership, and by increasing their
proprietary interest in the Company and their personal interest in its continued
success and progress. This Plan provides for the granting of (i) non-qualified
stock options ("NSO's") and (ii) stock appreciation rights (SAR'S").
2. ADMINISTRATION.
(a) The Plan shall be administered by a committee of not less
than three directors of the Company or its Subsidiaries ("Committee") who shall
be designated from time to time by the Board of Directors. No member of the
Committee shall be eligible, at any time when he is such a member, to receive an
option or stock appreciation rights under this Plan. The decision of a majority
of the members of the Committee shall constitute the decision of the Committee.
Subject to the provisions of the Plan, the Committee is authorized (i) to direct
the grant of NSO's and SAR's, (ii) to determine the employees to be granted
NSO's and SAR's (iii) to determine the option period, the option price and the
number of shares subject to each NSO and SAR; (iv) to determine the time or
times at which NSO's and SAR's will be granted, (v) to determine the time or
times when each NSO and SAR becomes exercisable and the duration of the exercise
period, (vi) to determine other conditions and limitations, if any, applicable
to the exercise of each NSO and SAR, and (vii) to determine the nature and
duration of the restrictions, if any, to be imposed upon the sale or other
disposition of shares acquired by any optionee upon exercise of an option, and
the nature of the events, if any, and the duration of the period, in which any
optionee's rights in respect of shares acquired upon exercise of an option may
be forfeited. Each NSO and SAR granted under the Plan shall be evidenced by a
written Agreement containing terms and conditions established by the Committee
consistent with the provisions of the Plan.
(b) The Committee is authorized, subject to the provisions of the
Plan, to adopt, amend and rescind such rules and regulations as it may deem
appropriate for the administration of the Plan and to make determinations and
interpretations which it deems
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consistent with the Plan's provisions. The Committee's determinations and
interpretations shall be final and conclusive.
(c) Notwithstanding anything to the contrary provided herein, the
Committee shall not, without approval of the Board, grant options (i) with an
exercise price which is less than the fair market value of the Company's stock
on the date of grant or (ii) the terms and conditions of which materially differ
from those contained in the Nonqualified Stock Option and Stock Appreciation
Rights Agreement attached hereto as Exhibit A.
3. SHARES COVERED BY THE PLAN. The stock to be subject to NSO's and
SAR's (as hereinafter described in Paragraph 11) under the Plan shall be shares
of authorized common stock of the Company and may be unissued shares or treasury
shares, or a combination thereof, as the Committee may from time to time
determine. Subject to Paragraph 10, the maximum number of shares to be delivered
upon exercise of all options granted under the Plan shall not exceed Eighty-Five
Thousand (85,000) shares; provided, however, that options may not be granted for
more than Forty-Two Thousand Five Hundred (42,500) shares in the aggregate
during any calendar year. Shares covered by an option that remain unpurchased
upon expiration or termination of the option may be used for further options.
4. ELIGIBILITY. Officers and other key salaried employees of the
Company and of its Subsidiaries shall be eligible to receive NSO's and SAR's
under the Plan.
5. OPTION PRICE.
(a) The option price per share of stock under each NSO shall be
determined by the Committee in its discretion and shall be not less than fifty
percent (50%) and shall not exceed one hundred percent (100%) of the Fair Market
Value of the shares on the date on which the option is granted.
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(b) For all purposes of this Plan, the term "Fair Market Value"
shall be the mean between the reported closing bid and asked prices for the
shares of common stock of the Company a quoted by the North American Securities
Dealers Automated Quotation System ("NASDAQ"). If the common stock of the
Company is not quoted by NASDAQ, the Fair Market Value shall be determined by
the Committee based upon quotations of the entities which make a market in
Company stock.
6. OPTION PERIOD. No option period shall exceed ten (10) years.
7. EARLY TERMINATION OF OPTION.
(a) TERMINATION OF EMPLOYMENT. All rights to exercise an option
terminate thirty (30) days after the optionee's employment terminates for any
reason other than his death. The Board of Directors may consider employment to
be terminated if the duties and responsibilities of the optionee are
substantially reduced from those duties and responsibilities held when the
options were granted. An optionee's rights to exercise options may be terminated
prior to the expiration of the thirty (30) day period, or at any time during the
period of this Plan only with the written consent of the optionee. The Committee
shall have the authority to determine in each case whether a leave of absence or
military or government service shall be deemed a termination of employment for
purposes of this subparagraph.
(b) DEATH OF OPTIONEE. If an optionee dies, his option shall
terminate one (1) year after his death (but not later than the date the option
expires pursuant to its terms). During such period, subject to the limitations
and option grant, it may be exercised by the personal representative of his
estate or by his legatees or heirs.
8. PAYMENT FOR STOCK. Full payment for shares purchased shall be made
at the time of exercising the option in whole or in part. Such payment may be
made either (a) in cash or (b) at
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the discretion of the Committee, by delivering shares of stock of the Company
(the "Delivered Stock") or a combination of cash and Delivered Stock. Delivered
Stock shall be valued at its Fair Market Value determined as of the date of the
exercise of the option. No shares shall be issued until full payment for them
has been made, and an optionee shall have none of the rights of a shareholder
until shares are issued to him.
9. NONTRANSFERABILITY. No option shall be transferable, except by the
optionee's will or the laws of descent and distribution. During the optionee's
lifetime, his option shall be exercisable (to the extent exercisable) only by
him or her. The option and any rights and privileges pertaining thereto shall
not be transferred, assigned, pledged or hypothecated by him or her in any way,
whether by operation of law or otherwise and shall not be subject to execution,
attachment, or similar process.
10. CHANGES IN STOCK. In the event of any change in the common stock of
the Company through stock dividends, split-ups, recapitalizations,
reclassifications, or otherwise, or in the event that other stock shall be
substituted for the present common stock of the Company as the result of any
merger, consolidation, or reorganization, then the Committee may make
appropriate adjustment or substitution in the aggregate number price, and kind
of shares available under the Plan and in the number, price and kind of shares
covered under any options granted or to be granted under the Plan. The
Committee's determination in this respect shall be final and conclusive upon all
parties.
11. STOCK APPRECIATION RIGHTS.
(a) SAR's may be granted by the Committee, at its discretion, in
conjunction with all or part of any option granted under the Plan, at the time
of the grant of such option. All of the terms of this Plan respecting options
shall also apply to SAR's subject to the further
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special rules of this paragraph and such together terms and conditions not
inconsistent therewith as the Committee may determine. Accordingly, each SAR by
its terms shall (i) expire when the underlying option expires, (ii) become
transferable only when the underlying option is transferable and under the same
conditions, and (iii) become exercisable only when and to the extent that the
underlying option is eligible to be exercised. Moreover, an SAR by its terms
shall further provide that the "economic value" thereof (as hereinafter defined
in subparagraph (c) hereof) may not exceed one hundred percent (100%) of the
difference between the exercise price of the number of shares covered by the
underlying option and the Fair Market Value of such shares determined at the
time when the SAR is exercised and that the SAR may only be exercised when such
Fair Market Value exceeds such exercise price.
(b) SAR's may be exercised by an employee by surrendering the
underlying option or applicable portion thereof. As provided in subparagraph (a)
above, SAR's shall be exercisable at such time or times and only to the extent
that the underlying option is exercisable; further, with respect to employees
who are officers or directors of the Company, SAR's may be exercised, and
elections to receive cash in settlement thereof may be made, only during such
periods of time as may be allowed under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended. Underlying options shall no longer be exercisable to
the extent that they are surrendered upon exercise of related SAR's.
(c) Upon such exercise of an SAR and surrender of the underlying
option, the employe shall become entitled to receive the economic value of such
SAR. Such economic value shall be equal to the excess of the Fair Market Value
(determined on the date of exercise of such SAR) of one (1) share of stock over
the option price per share specified in the underlying option, multiplied by the
number of shares with respect to which SAR's shall have been exercised.
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(d) Upon exercise of SAR's, an employee shall receive the
economic value thereof, in cash, in shares of company stock, or any combination
thereof. The Committee shall have the sole discretion either to determine the
form in which such payment of economic value is to be made or to consent to or
disapprove of the election of the employee to receive cash in full or partial
payment of such value.
(e) Upon the exercise of SAR's, the underlying option or part
thereof to which such SAR's are related shall be deemed to have been exercised
for purposes of the limitation on the number of shares of stock specified in
Paragraph 3 hereof.
12. USE OF PROCEEDS. The proceeds received by the Company from the sale
of stock pursuant to the Plan will be used for general corporate purposes.
13. INVESTMENT REPRESENTATIONS. Unless the shares subject to an option
are registered under the Securities Act of 1933, as amended, each optionee in
the agreement between the Company and the optionee shall agree for himself and
his legal representatives that any and all shares of common stock purchased upon
the exercise of the option shall be acquired for investment and not with a view
to, or for sale in connection with, any distribution thereof. Any share issued
pursuant to an exercise of an option subject to this investment representation
shall bear a legend evidencing such restriction.
14. AMENDMENT AND DISCONTINUANCE. The Board of Directors may, at any
time, without the approval of the stockholders of the Company, alter, amend,
modify, suspend, or discontinue the Plan, but may not, without the consent of
the holder of an option, or an option and an SAR, make any alteration which
would adversely affect an option or SAR previously granted under the Plan or,
without the approval of the stockholders of the Company, make any alteration
which would: (a) increase the aggregate number of shares subject to options
under the Plan, except as
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provided in Paragraph 10; (c) permit any member of the Committee to become
eligible for options under the Plan; (d) withdraw administration of Plan from
the Committee or the Board of Directors; (e) extend the term of the Plan or the
maximum period during which any option may be exercised; (f) change the manner
of determining the option price; (g) change the class of employees eligible for
options under the Plan; or (h) without the consent of the holder of the option,
alter or impair any option previously granted under the Plan.
15. LIABILITY. No member of the Board of Directors, the Committee or
officers or employees of the Company or its Subsidiaries shall be personally
liable for any action, omission or determination made in good faith in
connection with the Plan.
16. EFFECTIVE DATE AND DURATION. This Plan shall become effective upon
its approval by the holders of at least a majority of the outstanding shares of
common stock of the Company. Options and SAR's related thereto may be granted
under the Plan for a period of three (3) years commencing January 20, 1987, the
date on which the Board of Directors approved the Plan; provided, however, that
no option or SAR may be exercised until the P1an has been approved by the
Shareholders or the Company. No options and SAR's related thereto shall granted
after January 20, 1990. Upon such date, the Plan shall expire except as to
outstanding options and related stock appreciation rights which options and
rights shall remain in effect until they have been exercised terminated, or have
expired.
17. MISCELLANEOUS.
(a) The term "Board" or "Board of Directors" herein shall mean
the Board of Directors of the Company, and to the extent that any powers and
discretion vested in the Board of Directors are delegated to any committee of
the Board, the term "Board of Directors" shall also mean such committee.
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(b) The term "Subsidiary" used herein shall mean any banking
institution or other corporation more than fifty percent (50%) of whose total
combined voting stock of all classes is held by the Company or by another
corporation qualifying as a Subsidiary within this definition.
DATED: January 16, 1990
HORIZON BANCORP
By: _______________________________________
ATTEST:
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Thomas P. McCormick, Secretary
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FIRST AMENDMENT TO THE 1987 STOCK
OPTION AND STOCK APPRECIATION RIGHTS
PLAN OF HORIZON BANCORP
WHEREAS, Horizon Bancorp (the "Company") maintains the 1987 Stock
Option and Stock Appreciation Rights Plan of Horizon Bancorp (the "Plan"); and
WHEREAS, the Company's Board of Directors has determined that it is in
Company's best interest to amend the Plan;
NOW, THEREFORE, pursuant to the power reserved to the Company under
paragraph 14 of the Plan, the Plan is hereby amended, effective December 31,
1996, subject to the approval and adoption thereof by a majority of the
Company's outstanding shares represented at the 1997 annual meeting of
shareholders, in the following particulars:
1. By substituting the following for Paragraph 6 of the Plan:
"6. OPTION PERIOD. No option period shall exceed twenty (20)
years."
2. By substituting the following for Paragraph 7(a):
"(a) TERMINATION OF EMPLOYMENT. All rights to exercise an
option terminate (30) days after the optionee's employment
terminates for any reason other than his death or retirement.
The Committee may consider employment to be terminated if, for
reasons other than that of retirement, the duties and
responsibilities of the optionee are substantially reduced
from those duties and responsibilities held when the options
were granted. An optionee's rights to exercise options may be
terminated prior to the expiration of the thirty (30) day
period, or at any time during the period of this Plan only
with the written consent of the optionee. The Committee shall
have the authority to determine in each case whether a leave
of absence or military or government service shall be deemed a
termination of employment for purposes of this subparagraph."
3. By adding the following new Paragraph 7(c):
"(c) RETIREMENT OF OPTIONEE. If an optionee retires, the
optionee's right to exercise an option shall terminate five
(5) years after the date of the optionee's retirement. An
optionee shall be deemed to have retired only if the
optionee's employment is voluntarily terminated on or after
the date on which the optionee attains age fifty-five (55),
and completes ten full years of employment for the Company or
any Subsidiary."
4. By substituting the following for Paragraph 14:
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"14. AMENDMENT AND DISCONTINUANCE. The Committee may, at any
time, without the approval of the stockholders of the Company,
alter, amend, modify, suspend or discontinue the Plan.
Further, the Committee may, at any time, without the approval
of the stockholders of the Company, extend the term of the
Plan or the maximum period during which any option may be
exercised. However, the Committee may not, without the consent
of the holder of an option, or an option and an SAR, make any
alteration which would adversely affect an option or SAR
previously granted under the Plan.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on its behalf by its duly authorized officers this 17th day of
December, 1996, but effective as of December 31, 1996, and subject to the
approval and adoption thereof by a majority of the Company's outstanding shares
represented at the 1997 annual meeting of shareholders.
HORIZON BANCORP
By: /s/Robert C. Dabagia
-------------------------------------
Robert C. Dabagia, President
[SEAL]
ATTEST:
By: /s/Larry E. Reed
---------------------------
Larry E. Reed, Chairman
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