Exhibit 99.2
[Vesting Upon Subsidiary Bank
Sale]
CIB MARINE BANCSHARES, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
KEY EMPLOYEE NON-QUALIFIED
STOCK OPTION AGREEMENT
(__________________, 20___)
This
CIB Marine Bancshares, Inc. 1999 Stock Option and Incentive Plan
Key Employee Non-Qualified Stock Option Agreement (Agreement) is
made and entered into as of the
day of
, 20
by and between CIB Marine
Bancshares, Inc. (CIBM), a Wisconsin corporation, with its
principal office located at N27 W24025 Paul Court, P.O. Box 449,
Pewaukee, Wisconsin 53072 and
(Participant).
WHEREAS , CIBM has adopted the CIB Marine Bancshares,
Inc. 1999 Stock Option and Incentive Plan, including any amendments
and adjustments thereto (the “Plan”), to permit the
granting to certain key employees of CIBM and its subsidiaries
stock options to purchase shares of CIBM’s common stock,
$1.00 par value per share (Common Stock);
WHEREAS, Participant is a key employee of CIBM and/or one
or more of its subsidiaries and CIBM desires the Participant to
remain in such service by providing the Participant with a means to
acquire or increase the Participant’s proprietary interest in
CIBM; and
WHEREAS, Participant hereby acknowledges receipt of a
copy of the Plan and the Summary of the CIB Marine Bancshares, Inc.
Stock Option and Incentive Plan.
NOW, THEREFORE , with the foregoing recitals specifically
incorporated by this reference and made a part hereof, and in
consideration of the premises and of the covenants and agreements
herein set forth, CIBM and the Participant hereby mutually covenant
and agree as follows:
1. Definitions . Unless
otherwise defined herein, any term used in this Agreement that is
defined in the Plan shall have the same meaning as that term is
defined in the Plan.
2. General Terms . Subject
to the provisions set forth herein and the terms and conditions of
the Plan, the terms of which are hereby incorporated by reference,
and in consideration of the agreements of the Participant herein
provided, CIBM hereby grants to the Participant an option to
purchase from CIBM the number of shares of Common Stock, at the
Exercise Price per share and on the exercise schedule set forth in
Sections 3 and 4 of this Agreement (the “Option”).
It is intended that the Option is designated as a non-qualified
stock option and is not to be treated as an incentive stock option
as defined in Section 422 of the Internal Revenue Code of
1986, as amended.
3. Description of Options .
The following shall apply to the Option:
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Shares Subject
to Stock Option: .
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Exercise Price
Per Share: $ .
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4. Exercise Schedule .
Except and to the extent otherwise provided in this Agreement, the
Option shall be exercisable as follows:
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(a)
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20% of the
Option per annum on each anniversary date or during such one year
period following each anniversary date, of the Date of Grant;
or
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(b)
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accumulation of
unexercised Options, i.e., 20% at or after 1 year anniversary; 40%
at or after 2 year anniversary; 60% at or after 3 year
anniversary; 80% at or after 4 year anniversary; 100% at or
after 5 year anniversary, of Date of Grant, and thereafter
until the Expiration Date.
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Notwithstanding the foregoing, if
there is an occurrence of an event described in Section 12(b) of
the Plan, or if CIBM sells to an unrelated or non-affiliated third
party all of the stock, or substantially all of the assets, of a
subsidiary bank of which the Participant is President/Market
President or Chief Executive Officer, the Participant’s
outstanding Options shall become immediately vested and exercisable
and may be exercised at any time during the term of the
Option.
5. Acceptance of Terms . The
exercise of the Option is conditioned upon the acceptance by the
Participant of the terms hereof as evidenced by his or her
execution of this Agreement and the return of an executed copy to
Daniel J. Rasmussen, Secretary of CIBM, no later than
, 20
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6. Termination of Employment
. If the Participant’s employment with CIBM or any of its
subsidiaries is terminated for any reason, the Option shall be
exercisable pursuant to the terms of the Plan. Notwithstanding the
foregoing, if a Participant who is both a Key Employee and a
Director of CIBM terminates employment with CIBM and its
subsidiaries for any reason, the Participant&rs
