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EXHIBIT 10.5
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated September 20, 2005 between MACKINAC
FINANCIAL
CORPORATION (the "Company") and DENNIS B. BITTNER (the
"Optionee").
RECITALS:
A.
Optionee is a currently serving non-employee director of the
Company and
the Company has determined that Optionee's continued service on the
Board of
Directors can have a significant effect on the future success of
the Company.
B.
The Company has determined to awarded Optionee options to purchase
from
the Company Ten Thousand (10,000) shares of the Company's Common
Stock (the
"Option Shares") at a purchase price per share equal to equal to
100% of the
Fair Market Value (as defined in the Plan) of each such share,
which the parties
agree to be Eleven Dollars 50/100 dollars ($11.50) (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") and this
Agreement.
C.
The Directors of the Company have approved the award to Optionee of
the
options to purchase the Option Shares in accordance with the Plan
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 day following the
Closing under
the Stock Purchase Agreement 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 as provided
below as and when
the Ten Day Trading Price (as hereinafter defined) for the
Company's Common
Stock shall equal or exceed one or more of the Target Prices during
the Pricing
Periods specified below:
<TABLE>
<CAPTION>
PERCENT OF OPTION SHARES
TARGET PRICE
PRICING PERIOD
VESTING
------------
--------------
------------------------
<S>
<C>
<C>
Exercise Price x 1.15 During the
Option Term
27%
Exercise Price x 1.30 After the first year of the
27%
Option Term
Exercise Price x 1.45 After the second
year of
26%
the Option Term
</TABLE>
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For purposes of this Agreement, the "Ten Day Trading Price" shall
mean the
closing price for the Company's Common Stock on the Nasdaq Small
Cap market for
any 10 consecutive days on which the Nasdaq market system is open
and available
for trading. For purposes of making the foregoing determination, if
for any
reason no shares of the Company's Common Stock are traded on any
day that the
Nasdaq market is open and available for trading, the closing price
for such date
shall be the closing price on the first preceding day on which
shares of the
Company's Common Stock were traded.
(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
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) Except as otherwise provided in this Section 3, in the
event
Optionee ceases to remain in Service while this option is
outstanding, the
options then vested shall remain exercisable until the earlier of
(i) the last
day of the 36th month after the month Service is terminated, or
(ii) the
expiration of the Option Period; and
(b) Any vested and unexercised options shall expire at the time
the
Opti
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