|
Exhibit 10.17
|
|
|
|
MERCHANTS
BANCSHARES, INC.
|
|
|
|
AMENDED AND
RESTATED
|
|
1996 STOCK
OPTION PLAN
|
|
|
|
1. Purpose .
|
|
|
|
The purpose of the Merchants
Bancshares, Inc. 1996 Stock Option Plan (the "Plan") is to provide
an incentive to certain employees of Merchants Bancshares, Inc. a
Delaware corporation (the "Company"), or affiliates thereof, by
granting to such employees: (i) incentive stock options ("ISOs"),
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and (ii) options not constituting
ISOs ("NQSOs"), in either case to acquire common stock, ($.01) par
value of the Company ("Stock"). Options granted under this Plan may
be either ISO's or NQSO's, as determined at the discretion of the
Board and as reflected in the terms of the written option
agreements.
|
|
|
|
2. Effective Date and Term of the
Plan .
|
|
|
|
The Plan is effective as of
the date executed as indicated below (the "Effective Date"). Unless
sooner terminated, the Plan shall continue in effect from the
Effective Date until the day before the tenth anniversary of the
Effective Date (the "Termination Date"). In no event shall an ISO
or NQSO (collectively "Options") be granted after the Termination
Date. Options granted prior to the Termination Date shall remain in
effect until their exercise, surrender, cancellation or expiration
in accordance with the terms of the written option agreement.
|
|
|
|
3. Stock Subject to the Plan
.
|
|
|
|
(a)
Subject to adjustment as provided in Section 10 below, the
aggregate number of shares of Stock ("Shares") to be delivered upon
exercise of all Options granted under the Plan shall not exceed
400,000.
|
|
|
|
(b)
If any Option granted under the Plan expires, terminates or is
canceled without having been exercised in full, the number of
Shares as to which the Option has not been exercised shall become
available for further grants under the Plan, except that if any
Option is canceled on account of the exercise of a related Option,
the Shares represented by such canceled Option shall no longer be
available for issuance under the Plan.
|
<PAGE> 1
|
(c)
Upon exercise of an Option the Company may issue authorized but
unissued Shares, Shares held in its treasury, or both.
|
|
|
|
(d)
Shares issued upon the exercise of an Option shall be fully paid
and nonassessable.
|
|
|
|
(e)
Unless otherwise determined by the Committee, no fractional share
of Stock shall be issued or transferred upon exercise of an Option
under the Plan.
|
|
|
|
4. Administration of the Plan
.
|
|
|
|
(a)
Committee . The Plan shall be administered by a
Committee of the Board of Directors (the "Committee"). The
Committee shall initially consist of the entire Board. However, the
Board may elect at any time to provide that the Committee shall
consist of not less than two members, each of whom shall be a
Director who is a "Non-Employee Director" within the meaning of 17
Code of Federal Regulations Section 240.16b-3(b)(3)(i). The
Committee shall be appointed by, and serve at the pleasure of, the
Board of Directors.
|
|
|
|
(b)
Authority . Subject to the specific limitations and
restrictions set forth in the Plan, the Committee shall have the
authority: (i) to grant ISOs to employees whom the Committee
determines are key to the success of the Company ("Key Employees");
(ii) to grant NQSOs to such employees as the Committee shall select
(the grantee of an ISO or NQSO being hereinafter referred to as an
"Optionee"); (iii) to make all determinations necessary or
desirable for the administration of the Plan including, within any
applicable limits specifically set out in the Plan, the number of
Shares that may be purchased under an Option, the price at which an
Option may be exercisable, and the period during which an Optionee
must remain in the employ of the Company or a subsidiary of the
Company prior to the exercise of an Option; (iv) to construe the
respective Option agreements and the Plan; (v) to prescribe, amend
and rescind rules and regulations relating to the Plan; (vi) to
determine the terms and provisions of the respective Option
agreements, which need not be identical, (vii) to correct any
defect, supply any omission or reconcile any inconsistency in the
Plan or in any Option granted under the Plan, in a manner
|
<PAGE> 2
|
that the Committee deems necessary or desirable; (viii) to amend
any Option granted under the Plan, subject to the provisions of the
Plan; (ix) to grant to Optionees in exchange for their surrender of
Options, new Options containing such other terms and conditions as
the Committee shall determine; and (x) to make other determinations
that, in the judgment of the Committee, are necessary or desirable
for the administration of the Plan. Any interpretation or decision
of the Committee shall be final and conclusive. Nothing in this
Section 4(b) shall give the Committee the right to increase the
total number of Shares that may be purchased on exercise of Options
(except as provided in Section 10 below), to extend the term of the
Plan, or to extend the period during which an ISO is exercisable
beyond ten years from the date of grant thereof.
|
|
|
|
(c)
Liability/Protection . No member of the Committee shall
be liable, in the absence of bad faith, for any act or omission
with respect to serving as a member of the Committee. Service as a
member of the Committee shall constitute service as a member of the
Board of Directors, so that members of the Committee shall be
entitled to indemnification for their service on the Committee to
the full extent provided for service as members of the Board of
Directors.
|
|
|
|
5. Option Grants .
|
|
|
|
(a)
Option Agreement . The Committee shall have sole
authority to grant Options under this Plan. Each Option granted
under the Plan shall be evidenced by a stock option agreement (the
"Option Agreement"). The Option Agreement shall be subject to the
terms and conditions of the Plan and may contain additional terms
and conditions (which may vary from Optionee to Optionee) not
inconsistent with the Plan, as the Committee may deem necessary or
desirable. Appropriate officers of the Company are hereby
authorized to execute and deliver Option Agreements, and amendments
thereto, in the name of the Company, but only to the extent
consistent with this Plan.
|
|
|
|
(b)
Option Price . The Option Price of each share of Stock
purchasable under an Option granted under the Plan shall be
determined by the Committee at the time the Option is granted, and
shall be specified in the Option Agreement. The Option Price shall
not be less than (i) in the case of a grant of
|
<PAGE> 3
|
an ISO to a Key Employee who, at the time of the grant, is not a
Ten Percent Shareholder, as defined below, one hundred percent
(100%) of the fair market value of a Share as determined on the
date the Option is granted; (ii) in the case of a grant of an ISO
to a Key Employee who, at the time of grant, owns stock
representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any
subsidiary (a "Ten Percent Shareholder"), one hundred
|
|
