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Exhibit 10.1
THE MERCANTILE BANK CORPORATION
STOCK INCENTIVE PLAN OF 2006
NOTICE OF GRANT OF
INCENTIVE STOCK OPTION AND
STOCK OPTION AGREEMENT
You
have been granted an option to purchase Common Stock of the
Company,
subject to the terms and conditions of the Plan and this Agreement,
as follows:
Optionee:
_________________
Grant Date:
___________, 20__
Number of Shares:
_________________
Expiration Date:
___________, 20__
Exercise Price Per Share: $________________
[Date First Exercisable: ___________, 20__]
[Date First Exercisable: 1. _________, 20__ as
to _____ shares
2. _________, 20__ as to _____ shares]
This
STOCK OPTION AGREEMENT is executed and delivered in duplicate, as
of
the ____ day of ________, 20__ by and between Mercantile Bank
Corporation, a
Michigan corporation (the "Company"), and the employee named above
(the
"Optionee").
In
consideration of the mutual covenants of the parties set forth
below,
the parties agree as follows:
1.
GRANT OF OPTION. The Company, pursuant to the Company's Stock
Incentive
Plan of 2006, as amended from time to time (the "Plan"), and
subject to the
terms and conditions of the Plan, grants to the Optionee an
Incentive Stock
Option (the "Option") to purchase the above-designated number of
shares of
Common Stock of the Company at the exercise price per share
designated above.
2.
EXERCISABILITY OF OPTION. The Option shall become first exercisable
as
described above, and shall in no event be exercisable after the
close of
business on the above-designated Expiration Date. Further, the
Committee may in
its discretion, at any
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time accelerate the vesting of the Option on such terms and
conditions as it
deems appropriate.
3.
TIME TO EXERCISE OPTION.
(a)
General. If Optionee ceases to be an Employee for any reason other
than
Optionee's death, Disability, or termination for Cause, Optionee
may exercise
the Option in accordance with its terms for a period of three
months after such
termination of employment, but only to the extent Optionee was
entitled to
exercise the Option on the date of termination.
(b)
Death. If Optionee dies either while an Employee or after the
termination of employment other than for Cause but during the time
when Optionee
could have exercised the Option, the Option shall be exercisable in
accordance
with its terms by the personal representative of Optionee or other
successor to
the interest of Optionee for one year after Optionee's death, but
only to the
extent that Optionee was entitled to exercise the Option on the
date of death or
termination of employment, whichever first occurred, and not beyond
the
Expiration Date of the Option.
(c)
Disability. If Optionee ceases to be an Employee of the Company or
one
of its Subsidiaries due to Optionee's Disability, Optionee may
exercise the
Option in accordance with its terms for one year following such
termination of
employment, but only to the extent that Optionee was entitled to
exercise the
Option on the date of such event and not beyond the Expiration Date
of the
Option.
(d)
Termination for Cause. If Optionee's employment is terminated
for
Cause, Optionee shall have no further right to exercise this Option
and all of
Optionee's outstanding Options shall automatically be forfeited and
returned to
the Company. The Committee or officers designated by the Committee
shall have
absolute discretion to determine whether a termination is for
Cause.
4.
METHOD OF EXERCISE. Optionee, from time to time during the period
when
the Option may by its terms be exercised, may exercise the Option
in whole, or
in part in minimum installments of 100 shares, by delivering to the
Company:
(a)
A written notice signed by Optionee in substantially the form
attached
as EXHIBIT A stating the number of shares that Optionee has elected
to purchase
at that time from the Company; and
(b)
Cash, a check, bank draft, money order or wire of funds payable to
the
Company in an amount equal to the purchase price of the shares then
to be
purchased; or
(c)
Through the delivery of shares of Common Stock of the Company owned
by
Optionee for more than six months with a Market Value equal to
the
