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EXHIBIT 10.3
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated June 10, 2005 between MACKINAC
FINANCIAL
CORPORATION (the "Company") and ERNIE R. KRUEGER (the
"Optionee").
RECITALS:
A.
The Company and Optionee are parties to an Employment Agreement
dated as
of December 15, 2004, as amended (the "Employment Agreement"),
providing for the
employment of the Optionee by the Company.
B.
The Employment Agreement provides for the Optionee to be awarded
options
to purchase from the Company Five Thousand (5,000) shares of the
Company's
Common Stock (the "Option Shares") at a purchase price per share
equal to 100%
of the Fair Market Value (as defined in the Plan) of such share
(the "Exercise
Price"). Such options are to be issued under and in accordance with
the terms
and conditions of the Company's 2000 Stock Incentive Plan (the
"Plan"), the
Employment Agreement and this Agreement.
C.
The Directors of the Company have approved the Employment
Agreement,
including awarding the Optionee options to purchase the Option
Shares in
accordance with the Plan, the Employment Agreement and this
Agreement.
IT
IS HEREBY AGREED AS FOLLOWS:
1.
Grant of Option: Effectiveness. Subject to the terms of the Plan
and
this Agreement, the Company hereby grants and awards to Optionee
the right and
option to purchase all or any of the Option Shares upon payment to
the Company
of the Exercise Price per share as hereinafter provided.
2.
Vesting, (a) The right and option to purchase 20% of the Option
Shares
shall vest and be exercisable beginning on the date hereof and
continuing
through the balance of the Option Term (as hereinafter defined).
The options for
the remaining 80% of the Option Shares shall vest and be
exercisable in
increments of 20% of the Option Shares in each of the Measurement
Periods (as
hereinafter defined) during the Option Term in which the Company
meets or
exceeds the profitability goals ("Targets") set by the Board of
Directors for
any such Measurement Period. In the event the Targets are not met
for any
Measurement Period, the 20% increment which did not vest shall be
carried
forward to subsequent Measurement Periods and shall vest if the
Target's for any
such Measurement Period are met. As used herein, a "Measurement
Period" shall
mean a fiscal year of the Company during which the first and each
succeeding
anniversary of this Agreement shall occur.
(b) Notwithstanding the foregoing vesting schedule, but subject to
the
terms of Section 3, all unvested options for Option Shares shall
vest and become
immediately exercisable upon: (i) termination of the Employment
Agreement by the
Company for any reason other than Cause (as defined in the
Employment
Agreement); (ii) Optionee's Retirement (as defined in the Plan), or
early
retirement or resignation with the consent of the Company as
contemplated by
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Section 10(a) and (b) of the Plan; (iii) the death or disability of
the
Optionee; or (iv) a Change of Control (as defined in the Plan) of
the Company.
3.
Option Period. Subject to the terms of this Agreement (including
Section
2), the options may be exercised and Option Shares may be purchased
at any time
and from time to time beginning on the first day after the date
hereof and
ending on and prior to the tenth anniversary of the date hereof
(the "Option
Term"), subject to the following;
(a) If the Employment Agreement is terminated as a result of the
death
or disability of the Optionee, the options then vested shall remain
exercisable
until the earlier of (i) the last day of the 36th month after the
month the
Employment Agreement is terminated, or (ii) the expiration of the
Option Period;
and
(b) Any vested and unexercised options shall expire at the time
the
Employment Ag
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