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EXHIBIT 10 - SECURITY BANC CORPORATION STOCK OPTION PLAN
SECURITY BANC CORPORATION
1987 STOCK OPTION PLAN
1. Name and Purpose. This Plan shall be known as the Security Banc
Corporation 1987 Stock Option Plan (the "Plan"). The purpose of the Plan is to
advance the interests of Security Banc Corporation (the "Corporation") by
providing material incentive for the continued services of key employees and by
attracting able personnel to employment with the Corporation and its
Subsidiaries. The term "Subsidiary" as used herein means a subsidiary
corporation of the Corporation as the term is defined in Section 425(f) of the
Internal Revenue Code of 1986 (the "Code").
2. Administration. The Plan shall be administered by the Board of
Directors of the Corporation (the "Board"). The Board may establish, subject to
the provisions of the Plan, such rules and regulations as it deems necessary for
the proper administration of the Plan and make such determinations and take such
action in connection therewith or in relation to the Plan as it deems necessary
or advisable, consistent with the Plan.
3. Eligibility. Regular full-time employees of the Corporation and its
subsidiaries who are key employees, including officers, whether or not directors
of the Corporation, shall be eligible to participate in the Plan. Such employees
are herein referred to as "Eligible Employees." Those directors who are not
regular employees of the Corporation or its Subsidiaries are not eligible to
participate in the Plan.
4. Shares Subject to Option.
(a) The shares to be issued and delivered by the Corporation upon
exercise of options granted under the Plan are the Corporation's common shares,
6.25 par value, which may be either authorized but unissued shares or treasury
shares.
(b) The aggregate number of common shares of the Corporation which may
be issued under the Plan shall not exceed twenty-five thousand (25,000) shares;
subject, however, to the adjustment provided in Paragraph 8 in the event of
stock splits, stock dividends, exchange of
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shares or the like occurring after the effective date of this Plan. No option
may be granted under this Plan which could cause such maximum limit to be
exceeded.
(c) Common shares covered by an option which is no longer exercisable
with respect to such shares shall again be available for issuance in connection
with other options granted under this Plan.
5. Grant of Options. The Board may from time to time, in its discretion
and subject to the provisions of the Plan, grant options to any or all Eligible
Employees. Employees to whom options have been granted are herein referred to as
"Optionees." Each option shall be embodied in an "Option Agreement" signed by
the Optionee and the Corporation providing that the option shall be subject to
the provisions of this Plan and containing such other provisions as the Board
may prescribe not inconsistent with the Plan.
6. Terms and Conditions of Option. All options granted under the Plan
shall contain such terms and conditions as the Board from time to time
determines, subject to the foregoing and following limitations and requirements.
(a) Form of Option: Incentive Options and Nonqualified Options may be
granted under this Plan. An "Incentive Option" shall mean an option granted
under this Plan which is designated to be an incentive stock option under the
provisions of Code Section 422A; and any provisions elsewhere in this Plan or in
any such Incentive Option which would prevent such option from being an
incentive stock option may be deleted and/or voided retroactively to the date of
the granting of such option by action of the Board. A "Nonqualified Option"
shall mean an option granted under this Plan which is not an incentive stock
option under the provisions of Code Section 422A. Such Nonqualified Option shall
not be affected by any actions taken retroactively as provided above with
respect to Incentive Options.
(b) Option Price: The option price per share shall not be less than
100% of the fair market value of the Corporation's common shares on the date the
option is granted, as determined by the Board in a manner consistent with the
requirements of the Code for incentive stock options.
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(c) 10% Shareholder: Notwithstanding any other provision of this Plan,
with respect to an Incentive Option granted to an Optionee who at the time such
option is granted owns stock processing more than 10 percent of the total
combined voting power of all classes of stock of the Corporation or its
Subsidiaries, the option price per share shall be at least 110% of the fair
market value of the common shares subject to the option and such option may not
be exercised after the expiration of five years from the date the option is
granted.
(d) Period within which option may be exercised: Except as provided in
Paragraph 9 below, not more than the following percentages of each option
granted under this Plan may be exercised prior to the expiration of the
following number of years after the effective date of the grant of such option:
Years After Effective Percentage of Option
Date of Grant Shares Eligible for Exercise
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Less than 1 0%
At least 1 but less than 2 20%
At least 2 but less than 3 40%
At least 3 but less than 4 60%
At least 4 but less than 5 80%
At least 5 100%
No option may be exercised after the expiration of ten years from the date the
option is granted.
(e) Termination of option by reason of termination of employment: If an
Optionee's employment with the Corporation and its Subsidiaries terminates, all
options granted under this Plan to such Optionee which are not exercisable on
the date of such termination of employment shall immediately terminate. Any
remaining options shall terminate if not exercised before the expiration of the
following periods, or at such earlier time as may be applicable under paragraph
6(d) above:
(i) seven (7) days following such termination of employment, if
such termination was not as a result of death, disability (disability within the
meaning of Code Section 105(d)(4)), or retirement of the Optionee;
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(ii) thirty (30) days following such termination of employment, if
such termination of employment was because of retirement under the provisions of
any retirement plan of the Corporation and/or any Subsidiary; or
(iii) one (1) year following the date of death or commencement of
disability, if the Optionee was an employee of the Corporation and/or any
Subsidiary at the time of his death or the commencement of disability.
(f) Nontransferability; Exception: Each option and all rights
thereunder shall be exercisable during the Optionee's lifetime only by him and
shall be nonassignable and nontransferable by the Optionee. In the event of the
Optionee's death, such options and rights thereunder are transferable by his
will or by the laws of descent and distribution. In the event the death of an
Optionee occurs, the representative or representatives of his estate, or the
person or persons who acquired (by bequest or inheritance) the rights to
exercise his stock options granted under this Plan may exercise any of the
unexercised options in whole or in part prior to the expiration of the
applicable exercise period as specified in Paragraph 6(e) above.
(g) More than one option granted to an Optionee: More than one option
and more than one form of option may be granted to an Optionee under this Plan;
provided, however, that the aggregate fair market value (determined as of the
time the Option is granted) of the shares with respect to which incentive stock
options are exercisable for the first time by any Optionee during any calendar
year (under this Plan and all such plans of the Corporation and any parent or
subsidiary corporation) shall not exceed $100,000. A single option grant may
include both an Incentive Option and a Nonqualified Option.
(h) Compliance with securities laws: Options granted and shares issued
by the Corporation upon exercise of options shall be granted and issued only in
full compliance with all applicable securities laws, including laws, rules and
regulations of the Securities and Exchange Commission and applicable state Blue
Sky laws. With respect thereto, the Board may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.
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7. Method of Exercise. An option granted under this Plan that is
eligible to be exercised may be exercised by written notice to the Board, signed
by the Optionee, or by such other person as is entitled to exercise such option.
The notice of exercise shall state the number of shares in respect of which the
option is being exercised and shall either be accompanied by the payment of the
full option price for such shares or shall fix a date (not more than ten
business days from the date of such notice) for the payment of the full purchase
price of the shares being purchased. All or any portion of the payment may be
made by the transfer of common shares of the Corporation from the Optionee to
the Corporation to the extent permitted by law. Such shares shall be valued for
this purpose at their fair market value on the date they are transferred to the
Corporation as payment determined in the same manner as is provided in Paragraph
6(b) hereof. A certificate or certificates for the common shares of the
Corporation purchased through the exercise of an option shall be issued in
regular course after the exercise of the option and payment therefor. During the
option period no person entitled to exercise any option granted under this Plan
shall have any of the rights or privileges of a shareholder with respect to any
shares issuable upon exercise of such option until certificates representing
such shares shall have been issued and delivered.
8. Shares Adjustments. In the event there is any change in the
Corporation's common shares resulting from stock splits, stock dividends,
combinations or exchange of shares, or other similar capital adjustments,
equitable proportionate adjustments shall be made by the Board in (a) the number
of shares available for options under this Plan, (b) the number of shares
subject to options granted under this Plan, and (c) the option price of optioned
shares.
9. Merger, Consolidation or Sale of Assets. In the event any person, by
any means of purchase or acquisition, becomes the "beneficial owner" (as defined
in Rule 13d-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as in effect on December 15, 1987, or any
successor provision thereto) of more than 50% of the outstanding shares of the
Corporation's common stock, then with respect to each Optionee all Incentive
Options and Nonqualified Options which were outstanding at the time of such
event shall immediately become exercisable in full.
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In the event of the execution of an agreement of reorganization, merger
or consolidation of the Corporation with one or more corporations as a result of
which the Corporation is not to be the surviving corporation (whether or not the
Corporation shall be dissolved or liquidated) or the execution of an agreement
of sale or transfer of all or substantially all of the assets of the
Corporation, then with respect to each Optionee all Incentive Options and
Nonqualified Options which were outstanding at the time of such event shall
immediately become exercisable in full, unless such agreement provides that the
successor or transferee corporation shall continue this Plan and assume all
obligations under this Plan in a manner consistent with Code Section 425(a) as
amended or any successor section thereto. If the successor or transferee
corporation does not obligate itself to continue this Plan as provided above,
this Plan and the unexercised portions of all stock options granted pursuant to
this Plan shall terminate as of the effective date of any such transaction. If
practical, the Corporation shall give each Optionee notice of the execution of
the agreement which has caused options to become immediately exercisable and
twenty (20) days prior notice of the effective date of any possible transaction
which would cause the options to terminate.
10. Amendment or Termination. The Board may terminate this Plan at any
time and may amend the Plan at any time without obtaining any approval of the
Corporation's shareholders; except that the Plan may not be amended (a) to
increase the aggregate number of shares issuable under the Plan (excepting
proportionate adjustments made under Paragraph 8 to give effect to stock splits,
etc.); (b) to change the option price of optioned stock (excepting proportionate
adjustments made under Paragraph 8); (c) to change the requirement that the
option price per share of common stock covered by an option granted under this
plan not be less than 100% of the fair market value of the Corporation's common
stock on the date such option is granted; (d) to extend the time within which
options may be granted or the time within which a granted option may b
exercised; or (e) to change without the consent of the Optionee (or his, or his
estate's legal representative), any option previously granted to him under the
plan. If the Plan is terminated, any unexercised option shall continue to be
exercisable in accordance with its terms and the terms of this Plan, except as
provided in Paragraph 9 above.
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11. Corporation Responsibility. All expenses of this Plan, including
the cost of maintaining records, shall be borne by the Corporation. The
Corporation shall have no responsibility or liability (other than under
applicable Securities Acts) for any act or thing done or left undone with
respect to the price, time, quantity or other conditions and circumstances of
the purchase of shares under the terms of the Plan, so long as the Corporation
acts in good faith.
12. Implied Consent of Optionees. Every Optionee, by his acceptance of
an option under this Plan, shall be deemed to have consented to be bound on his
own behalf and on behalf of his heirs, assigns, and legal representatives, by
all of the terms and conditions of this Plan.
13. No Effect on Employment Status. The fact that an employee has been
granted an option under this Plan shall not limit or otherwise qualify the right
of his employer to terminate his employment at any time.
14. Duration and Termination of the Plan. The Plan shall become
effective on December 15, 1987, if approved and adopted by majority vote of the
shareholders of the Corporation within twelve months after such date; and if not
so approved and adopted, shall be of no force and effect. No option shall be
granted under the Plan subsequent to December 14, 1997.