Exhibit (10)(tt)
MARSHALL & ILSLEY
CORPORATION
2003 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK
PLAN
effective January 1, 2006,
retroactive to January 1, 2005
1. Objectives . The
Marshall & Ilsley Corporation 2003 Executive Stock Option
and Restricted Stock Plan is designed to attract and retain certain
selected officers, key employees, non-employee directors and
consultants whose skills and talents are important to the
Company’s operations, and reward them for making major
contributions to the success of the Company. These objectives are
accomplished by making awards under the Plan, thereby providing
Participants with a proprietary interest in the growth and
performance of the Company.
2. Definitions .
(a) “Award” shall mean
the grant of any form of stock option or stock award to a Plan
Participant pursuant to such terms, conditions and limitations as
the Board or Committee may establish in order to fulfill the
objectives of the Plan.
(b) “Award Agreement”
shall mean the agreement that sets forth the terms, conditions and
limitations applicable to an Award.
(c) “Board” shall mean
the Board of Directors of Marshall & Ilsley
Corporation.
(d) “Cause” shall mean
the discharge of an employee on account of fraud or embezzlement
against the Company or serious and willful acts of misconduct which
are detrimental to the business of the Company.
(e) “Change in Control”
shall mean any of the following:
(i) The acquisition by any
individual, entity or “group” (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty-three percent (33%) or more of either
(A) the then outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or
(B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided , however , that the
following acquisitions of common stock shall not constitute a
Change in Control: (A) any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a
conversion privilege or by one person or a group of persons acting
in concert), (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger, statutory share
exchange or consolidation which would not be a Change in Control
under paragraph (iii) of this Section 2(e); or
(ii) Individuals who, as of the date
hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a
result of either an actual or threatened “election
contest” or other actual or threatened
“solicitation” (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) of proxies or
consents by or on behalf of a person other than the Incumbent
Board; or
(iii) Consummation of a
reorganization, merger, statutory share exchange or consolidation,
unless, following such reorganization, merger, statutory share
exchange or consolidation, (A) more than two-thirds
(2/3) of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization,
merger, statutory share exchange or consolidation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such reorganization, merger, statutory share exchange or
consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger,
statutory share exchange or consolidation, (B) no person
(excluding the Company, any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
reorganization, merger, statutory share exchange or consolidation
and any person beneficially owning, immediately prior to such
reorganization, merger, statutory share exchange or consolidation,
directly or indirectly, thirty-three percent (33%) or more of
the Outstanding Company Common Stock or Outstanding Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, thirty-three percent (33%) or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, statutory
share exchange or consolidation or the combined voting power of the
then outstanding voting securities of such corporation, entitled to
vote generally in the election of directors and (C) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, statutory
share exchange or consolidation were members of the Incumbent Board
at the time of the execution of the initial agreement providing for
such reorganization, merger or consolidation; or
(iv) Consummation of (A) a
complete liquidation or dissolution of the Company or (B) the
sale or other disposition of all or substantially all of the assets
of the Company, other than to a corporation, with respect to which
following such sale or other disposition, (1) more than
two-thirds (2/3) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be,
(2) no person (excluding the Company and any employee benefit
plan (or related trust) of the Company or such corporation and any
person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, thirty-three percent
(33%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, thirty-three percent
(33%) or more of, respectively, the then outstanding shares of
common stock of such corporation or the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing
for such sale or other disposition of assets of the
Company.
(f) “Common Stock” or
“stock” shall mean the authorized and issued or
unissued $1.00 par value common stock of the Company.
(g) “Code” shall mean
the Internal Revenue Code of 1986, as amended from time to
time.
(h) “Committee” shall
mean the Compensation and Human Resources Committee of the Board of
Directors of Marshall & Ilsley Corporation. The Committee
shall be comprised of at least three non-employee directors within
the meaning of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 and “outside directors” within the meaning
of Section 162(m) of the Code.
(i) “Company” shall mean
Marshall & Ilsley Corporation and its subsidiaries
including subsidiaries of subsidiaries and partnerships and other
business ventures in which Marshall & Ilsley Corporation
has a significant equity interest, as determined in the sole
discretion of the Committee.
(j) “Fair Market Value”
shall mean the closing sale price of Common Stock on the New York
Stock Exchange as reported in the Midwest Edition of the Wall
Street
Journal for the date of grant
provided that, if no sales of Common Stock were made on said
exchange on that date, “Fair Market Value” shall mean
the closing sale price of Common Stock as reported for the most
recent preceding day on which sales of Common Stock were made on
said exchange, or, failing any such sales, such other market price
as the Board or the Committee may determine in conformity with
pertinent law and regulations of the Treasury
Department.
(k) “Participant” shall
mean a current or prospective employee, non-employee director,
consultant or other person who provides services to the Company to
whom an Award has been made under the Plan.
(l) “Plan” shall mean
the Marshall & Ilsley Corporation 2003 Executive Stock
Option and Restricted Stock Plan.
(m) “Retirement” shall
mean the termination of a Participant’s employment on or
after age 65.
3. Eligibility . Current and
prospective employees, non-employee directors, consultants or other
persons who provide services to the Company eligible for an Award
under the Plan are those who hold, or will hold, positions of
responsibility and whose performance, in the judgment of the
Committee or the management of the Company (if such responsibility
is delegated pursuant to Section 6 hereof), can have a
significant effect on the success of the Company.
4. Common Stock Available for
Awards . Subject to adjustment as provided in Section 14
hereof, the number of shares that may be issued und
