2005 Long-Term Incentive
Plan
Optionee:
Total Shares Under Option:
Option Price:
Grant Date:
Expiration Date:
THIS STOCK OPTION
AGREEMENT is effective as of the Grant Date stated above, by and
between Dearborn Bancorp, Inc. and the Optionee.
WHEREAS, the
options described in this Agreement have been granted to the
Optionee pursuant to, and are governed by, the Dearborn Bancorp,
Inc. 2005 Long-Term Incentive Plan;
NOW, THEREFORE,
the Company and the Optionee hereby agree as follows:
1. Option
Grant. Subject to the terms and conditions of this Agreement,
the Company hereby grants an option to the Optionee to purchase
from the Company, at the Option Price, the number of shares of
Stock equal to the Total Shares Under Option. The options granted
constitute an “incentive stock option” within the
meaning of section 422 of the Internal Revenue Code of 1986, as
amended.
(a)
Regular Vesting. Except as stated in Sections 2(b),
2(c) and 2(d) of this Agreement, the Optionee shall become vested
in the Total Shares Under Option if the Vesting Criteria set forth
in the attached Schedule A — Vesting Criteria Schedule
have been met. If the Vesting Criteria have not been met as of the
date set forth in Schedule
A, the
Optionee’s rights to the Total Shares Under Option will be
immediately forfeited. The Committee will determine in its sole
discretion whether the Vesting Criteria are met.
( b)
Accelerated Vesting . Notwithstanding the
satisfaction of the Vesting Criteria referred to in Section 2(a) of
this Agreement, the Total Shares Under Option shall become 100%
vested upon the date of a Change in Control.
(c)
Termination for Cause or Without Consent. Notwithstanding
anything in this Agreement to the contrary, if the Company
terminates the Optionee’s employment for Cause prior to a
Change in Control, or the Optionee’s employment is terminated
voluntarily by the Optionee and without the consent of the Company,
this Agreement shall be terminated and all options granted to the
Optionee under this Agreement shall be forfeited, regardless of
whether the Vesting Criteria set forth on Schedule A have been
met on or before such termination date, unless and to the extent
that the Committee determines that such forfeiture would violate
applicable law.
(d)
Misconduct. An Optionee shall forfeit all rights in his or
her option under the Plan, and all such options shall automatically
terminate and lapse, if the Committee determines that the Optionee
has (i) used for profit or disclosed to unauthorized persons,
confidential information or trade secrets of the Company,
(ii) breached any contract with or violated any fiduciary
obligation to the Company, including without limitation, a
violation of any Company code of conduct, (iii) engaged in unlawful
trading in the securities of the Company or of another company
based on information gained as a result of that Optionee’s
employment or other relationship with the Company, or
(iv) committed a felony or other serious crime.
2
(a)
General. Except as otherwise specified by the Committee in
accordance with Section 3(c), the Optionee (or his
Representative, as the case may be) may exercise the options
granted under the Agreement, in whole or in part, at any time on or
after the Vesting Date for such options and prior to their
Expiration Date, by complying with the procedures described in this
Section 3. The Optionee shall forfeit all rights to any option
under this Agreement, whether or not then vested, which is not
exercised prior to the Expiration Date.
(b)
Exercise Procedure. The Optionee or his Representative (if
applicable) may exercise all or a portion of his vested options
under this Agreement by delivering notice to the Company. The
notice shall specify the number of shares of Common Stock that the
Optionee desires to purchase by exercise of his or her vested
options, and shall include payment for the Option Price of such
shares in one of the following ways:
|
|
(i)
|
|
The
Optionee may tender payment of the Option Price on the date of
exercise in the form of cash, certified check, bank draft, or
postal or express money order made payable to the order of the
Company and denominated in U.S. dollars; or
|
|
|
|
|
|
|
|
(ii)
|
|
The
Optionee may tender payment of the Option Price on the date of
exercise in the form of shares of Common Stock having a Fair Market
Value on the date of exercise equal to the Option Price (if such
shares were acquired upon exercise of an option, they
must
|
3
|
|
|
|
have been held
by the Optionee for at least six months at the time of tender);
or
|
|
|
|
|
|
|
|
(iii)
|
|
The
Optionee may tender payment of the Option Price on the date of
exercise in a combination of (A) shares of Common Stock
(subject to the holding period described in paragraph
(ii) above); and (B) cash, certified check, bank draft,
or postal or express money order made payable to the order of the
Company and denominated in U.S. dollars, equal to the difference
between the Option Price and the Fair Market Value of the tendered
shares of Common Stock on the date of exercise.
|
Within
30 days after the date of such exercise, the Company shall
make available to the Optionee a certificate registered in the
Optionee’s name or a book entry in a depository institution
for the Optionee’s account, representing the aggregate number
of shares of Common Stock purchased by the Optionee as a result of
such exercise.
(c)
Deferral of Exercise or Delivery of Shares. Notwithstanding
any provision in this Agreement to the contrary, if any law or
regulation of any governmental authority having jurisdiction in the
matter requires the Company, Committee, Optionee, or Representative
to take any action or refrain from action in connection with the
exercise of any option under this Agreement or the delivery of
shares of Common Stock to the Optionee, or to delay such exercise
or delivery, then the exercise or delivery of such shares shall be
deferred until such action has been taken or such restriction on
action has been removed.
4
4.
Rules Governing the Expiration Date. The Expiration
Date for options granted to the Optionee under this Agreement shall
be subject to the following rules:
(a)
Termination of Employment. If the Optionee voluntarily with
the Consent of the Company terminates employment with the Company
(for reasons other than termination upon death, Change in Control
or Disability), the Expiration Date for exercising any options
under this Agreement which were vested as of his or her date of
termination shall be the earlier of the three month anniversary of
the date of such termination or the Expiration Date of the
option.
(b)
Disability. If the Optionee terminates employment with the
Company on his Disability Retirement Date, the Expiration Date for
exercising his vested options under this Agreement shall be the
first anniversary of his Disability Retirement Date.
(c)
Optionee’s Death. If the Optionee dies while actively
employed by the Company, the Expiration Date for exercising his
vested options under this Agreement shall be the first anniversary
of the Optionee’s death.
(d)
Change in Control. The Expiration Date for all of the
Optionee’s vested options shall be the tenth anniversary of
the Grant Date if a Change in Control takes place while the
Optionee is employed by the Company.
(e)
Maximum Expiration Date. Notwithstanding any provision in
this Section 4 of the Agreement to the contrary, no option
shall be exercisable on or after the tenth anniversary of the Grant
Date.
|
