EX-4.4 4 0004.txt EXHIBIT 4.4 ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN 1. Purpose. The purpose of the ANB Corporation 1996 Directors' Stock Option Plan (the "Plan") is to provide to non-employee members of the Board of Directors of ANB Corporation (the "Corporation"), an opportunity to acquire common voting stock of the Corporation ("Common Stock"), thereby encouraging such non-employee directors' ownership in the Corporation and providing a long-term incentive for non-employee directors to enhance shareholder value. The Plan provides for the granting of solely nonqualified stock options ("NSOs"). 2. Administration of the Plan. The Plan shall be administered, construed and interpreted by a committee comprised of at least two (2) non-eligible members of the Board of Directors (the "Committee"), who shall be designated from time to time by the Board of Directors of the Corporation. If a member of the Committee, for any reason, shall cease to serve, the vacancy shall be filled by the Board of Directors. Any member of the Committee may be removed, at any time, with or without cause, by the Board of Directors. No member of the Committee shall be eligible, at any time when he/she is such a member or within one (1) year prior to his/her appointment to the Committee, to be granted an option under the Plan. The decision of a majority of the members of the Committee shall constitute the decision of the Committee, and the Committee may act either at a meeting at which a majority of the members of the Committee is present or by a written consent signed by all members of the Committee. (a) Rule 16b-3 Compliance. Notwithstanding any Plan provision to the contrary, the Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii) adopted under the Securities Exchange Act of 1934, as amended (or its successor) ("Act"), and accordingly is intended to be self-governing. To this end, the Plan requires no discretionary action by any administrative body with regard to any transaction hereunder. To the extent, if any, that any questions of interpretation arise, such questions shall be resolved by the Committee. Transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Securities Exchange Act of 1934 (or its successors). To the extent any provision of this Plan or any action by the Committee or the Board fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee. (b) Stock Options Agreements. Each option granted under the Plan shall be evidenced by a written stock option agreement which contains terms and conditions established by the Committee consistent with the provisions of the Plan. The Committee also shall have authority to prescribe, amend or rescind rules and regulations relating to the Plan, and to make all other determinations and interpretations necessary or advisable in connection with the administration of the Plan. The Committee's determinations and interpretations shall be final and conclusive. 3. Eligibility. Options may be granted hereunder only to non-employee members of the Board of Directors. 4. Stock Subject to the Plan. There shall be reserved for issuance upon the exercise of options granted under the Plan Ninety-six thousand (96,000) shares of Common Stock, without par value, which may be authorized but unissued shares of the Corporation. Subject to the provisions of Section 9, 1 the shares for which options may be granted under the Plan shall not exceed that number. If any option shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall (unless the Plan shall have terminated) become available for the grant of other options under the Plan. The Committee annually shall grant to each non-employee director ("Optionee") who is a director on the date of grant an option to acquire four thousand (4,000) shares of Common Stock ("Election Options"). Election Options shall be granted on the first (1st) day of the month following the month in which the Annual Meeting of Shareholders is held. The Committee shall not have any authority to exercise discretion with respect to an Optionee's eligibility for Election Options or with respect to the number of Election Options granted. The first Election Options shall be granted on May 1, 1996. 5. Terms of Option. The stock option agreement between the Corporation and the Optionee shall be subject to the following terms and conditions: (a) Option Price. The price to be paid for each share of Common Stock upon the exercise of each option shall not be less than the Fair Market Value of such stock determined on the date the option is granted. For all purposes of the Plan, the term "Fair Market Value" shall be the mean between the reported closing bid and asked prices for the shares of Common Stock as quoted by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). If the Common Stock is not quoted by NASDAQ, its Fair Market Value shall be determined by the Committee based upon the quotations of the entities which make a market in the Corporation's Common Stock and such other factors as the Committee shall deem appropriate. (b) Period for Exercise of Option. All options granted under the Plan shall not be exercisable after the expiration of ten (10) years from the date on which such option is granted. (c) Exercise of Options. Except as otherwise provided herein, each Optionee must serve as a director of the Corporation for one (1) year from the date the option is granted before he/she can exercise any part thereof. After such one (1) year period, options will be exercisable as provided herein. Each option will be divided into four (4) installments with each installment to be approximately equal in size. The first installment shall not be exercisable until after one (1) year from the date the option is granted, and each succeeding installment shall not be exercisable until one (1) year from the date that the prior installment became exercisable. When the right to exercise any installment accrues, the shares of Common Stock included in that installment may be purchased at that time or from time to time thereafter during the term of the option. Provided, however, an option, unless it has earlier expired and subject to the provisions hereof and to any provisions in the Option Agreement, may be exercised (1) immediately upon or at any time after the Optionee attains age seventy (70) or (2) at any time during the thirty (30) day period immediately following the day on which a Change in Control of the Corporation occurs. (i) The option price of each share of Common Stock purchased upon the exercise of an option shall be paid in full in cash at the time of such exercise. Provided, 2 however, an Optionee may, with the approval of the Committee, exercise his/her option in whole or in part by tendering to the Corporation whole shares of Common Stock without par value, owned by him/her or any combination of whole shares of Common Stock and cash, which have a Fair Market Value equal to the cash exercise price of the shares with respect to which the option is being exercised. (ii) An option may be exercised only by written notice to the Corporation, mailed to the attention of its Treasurer, signed by the Optionee (or such other person or persons as shall demonstrate to the Corporation his/her or their right to exercise the option), specifying the number of shares with respect to which it is being exercised and accompanied by payment of the option price for such shares. Subject to the provisions of Sections 7 and 8, the certificate or certificates for the shares as to which the option is exercised shall be registered in the name of the person or persons who exercised the option and shall be delivered to or upon the order of such person or persons, as soon as practicable after such written notice is received by the Corporation. An Optionee shall not have any rights of a shareholder in respect to the shares of stock subject to an option until such shares are actually issued. (iii) If an Optionee ceases to serve as a director of the Corporation for any reason other than for cause, as defined in Section 5(c)(vi) or after attaining age seventy (70) or on account of death, he/she may, but only within the thirty (30) day period immediately following such termination of director status and in no event later than the expiration date specified in the option agreement, exercise his/her option to the extent that he/she was otherwise entitled to exercise the option at the date of such termination of director status. (iv) If an Optionee ceases to serve as a director of the Corporation on or after the Optionee attains age seventy (70), he/she may, but only within the twelve (12) month period immediately following the effective date on which the Optionee ceases to serve as a director and in no event later than the expiration date specified in the stock option agreement, exercise his/her option to the extent that he/she was entitled to exercise it at the effective date of such termination of director status. (v) If an Optionee dies (whether prior to or after ceasing to serve as a director) while he/she is entitled to exercise an option, such option, to the extent that the Optionee was entitled to exercise on the date of his/her death, may be exercised during the twelve (12) month period immediately following the Optionee's death, by the person or persons to whom his/her rights to such option shall pass by his/her will or by the applicable laws of descent and distribution. Provided, however, no such option may be exercised later than the expiration date specified in the option agreement. (vi) If an Optionee is removed from the Board of Directors of the Corporation for cause, no previously unexercised option granted hereunder may be exercised. 3 Rather, all unexercised options shall terminate effective on the date the Optionee receives notice of his/her removal for cause. As used in this Plan, "for cause" shall be defined as follows: (A) the willful and continued failure of an Optionee to perform his/her required duties as a director of the Corporation; (B) action by an Optionee as a director which involves willful misfeasance or gross negligence; (C) the requirement or direction of a federal or state regulatory agency having jurisdiction over the Corporation to terminate the directorship of an Optionee; (D) conviction of an Optionee of the commission of any criminal offense involving dishonesty or breach of trust; or (E) any intentional breach by an optionee of a material term, condition or covenant of any agreement between the Optionee and the Corporation. (vii) No option may be exercised in whole or in part until the plan has been approved by the Board and the shareholders of the Corporation. (viii) Nothing contained in the Plan or in any option agreement executed pursuant to the Plan shall confer upon the Optionee any right to continued service as a director of the Corporation or limit in any way the right of the shareholders of the Corporation and the members of the Board to remove him/her from the Board of Directors. 6. Nontransferability of Option. An option may not be transferred by an Optionee other than by will or the laws of descent and distribution, and during the lifetime of the Optionee shall be exercisable (to the extent exercisable) only by him/her. No option or any rights or privileges pertaining thereto shall be transferred, assigned, pledged or hypothecated by him/her in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment, or similar process. 7. Investment Representations. Unless the shares subject to an option are registered under the applicable federal and state securities laws, each Optionee, by accepting an option, shall be deemed to agree for himself/herself and his/her legal representatives that any option granted to him/her and any and all shares of Common Stock purchased upon the exercise of the option shall be acquired for investment and not with a view to, or for the sale in connection with, any distribution thereof, and each notice of the exercise of any portion of an option shall be accompanied by a representation in writing, signed by the Optionee or his/her legal representatives, as the case may be, that the shares of Common Stock are being acquired in good faith for investment and not with a view to, or for sale in connection with, any distribution thereof (except in case of the Optionee's legal representatives for distribution, but not for sale, to his/her legal heirs, legatees and other testamentary beneficiaries). Any shares issued pursuant to an exercise of an option shall bear a legend evidencing such representations and restrictions. 8. Issuance of Shares and Compliance with Securities Act. The Corporation may postpone the issuance and delivery of shares of Common Stock upon the exercise of any option hereunder until: (a) the admission of such shares to listing on any stock exchange on which shares of the Corporation of the same class are then listed and (b) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation as the Corporation shall determine to be necessary or advisable. Any person exercising an option hereunder shall make such representation and furnish such information as, in the opinion of counsel for the Corporation, may be appropriate to permit the Corporation, in lieu of the existence or non-existence of an effective 4 registration statement with respect to such shares under the Securities Act of 1933, as amended, to issue the shares in compliance with the provision of that or any comparable act. 9. Changes in Stock. (a) Adjustment of Shares. In the event of any change in the Common Stock of the Corporation through stock splits, stock dividends, split-ups, recapitalizations, reclassifications, conversions, or otherwise, or in the event that other stock shall be converted into or substituted for the present Common Stock as the result of any merger, consolidation, reorganization, or similar transaction which results in a Change in Control of the Corporation, then the Committee shall make appropriate adjustment or substitution in the aggregate number, price and kind of shares available under the Plan and in the number, price and kind of shares covered under any options granted or to be granted under the Plan. Specifically, the number of shares subject to options granted and to be granted and the purchase price per share upon the exercise of the option shall be correspondingly adjusted, so that, by virtue of such change in the Common Stock of the Corporation, each Optionee shall have the right to purchase: (i) that number of shares of common stock hereunder which have a Fair Market Value, as of the date of such change in the Common Stock, equal to the Fair Market Value of the shares of Common Stock of the Corporation theretofore subject to his/her option, and (ii) for a purchase price per share which, when multiplied by the number of shares of common stock after such change in the Common Stock of the Corporation which were subject to the option, shall equal the aggregate exercise price at which the Optionee could have acquired all of the shares of Common Stock theretofore optioned to the Optionee. The Committee's determination in this respect shall be final and conclusive. Provided, however, that the Corporation shall not, and shall not permit its Subsidiaries to, recommend, facilitate, or agree or consent to a transaction or series of transactions which would result in a Change of Control of the Corporation unless and until the person or persons or entity or entities acquiring or succeeding to the assets or capital stock of the Corporation or any of its Subsidiaries as a result of such transaction or transactions agrees to be bound by the terms of the Plan insofar as it pertains to options theretofore granted but unexercised and agrees to assume and perform the obligations of the Corporation hereunder. (b) Conversion of Shares. In the event of a Change in Control of the Corporation pursuant to which another person or entity acquires control of the Corporation (such other person or entity being the "successor"), the kind of shares of Common Stock which shall be subject to the Plan and to each outstanding option shall, automatically by virtue of such Change in Control of the Corporation, be converted into and replaced by shares of common stock, or such other class of securities having rights and preferences no less favorable than common stock of the successor, and the number of shares subject to the option and the purchase price per share upon exercise of the option shall be correspondingly adjusted, so that, by virtue of such Change in Control of the Corporation, each Optionee shall have the right to purchase: (i) that number of shares of common stock of the successor which have a Fair Market Value equal, as of the date of such Change in Control of the Corporation, to the Fair Market Value, as of the date of such Change in Control, of the shares of Common Stock of the Corporation theretofore subject to his/her option, and (ii) for a purchase price per share which, when multiplied 5 by the number of shares of common stock of the successor subject to the option, shall equal the aggregate exercise price at which the Optionee could have acquired all of the shares of Common Stock theretofore optioned to the Optionee. 10. Amendment. (a) Authority to Amend. The Board of Directors (except as otherwise required by applicable law, rule or regulations, including without any limitation any shareholder approval of the safe harbor rule promulgated under the Securities Exchange Act of 1933) may at any time without the approval of the shareholders of the Corporation, amend, suspend or discontinue the Plan at any time and, with the consent of the Optionee, the terms and provisions of his option. (b) Limitations on Amendments. Notwithstanding the provisions of subsection (a), the Board of Directors may not amend Section 4 more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder, and without the approval of the shareholders of the Corporation, make any alteration which would: (i) increase the aggregate number of shares subject to options under the Plan, except as provided in Section 9; (ii) decrease the minimum option price, except as provided in Section 9; (iii) permit any member of the Committee to become eligible to receive the grant of an option under the Plan; (iv) withdraw administration of the Plan from the Committee or the Board of Directors; (v) extend the term of the Plan or the maximum period during which any option may be exercised; (vi) change the manner of determining the option price; (vii) change the class of individuals eligible to receive the grant of an option under the Plan; or (viii) without the consent of the holder of an option, alter or impair any option previously granted under the Plan. No amendment to the Plan may, without the consent of the Optionees, make any changes in any outstanding options theretofore granted under the Plan which would adversely affect the rights of such Optionees. 11. Termination. The Board of Directors may terminate the Plan at any time and no options shall be granted thereafter. Such termination, however, shall not affect the validity of any option theretofore granted under the Plan. In any event, no option may be granted under the Plan after the date which is ten (10) years from the date the Board of Directors adopts the Plan. 12. Successors. This Plan shall be binding upon the successors and assigns of the Corporation. 13. Governing Law. The terms of any options granted hereunder and the rights and obligations hereunder of the Corporation, the Optionees and their successors in interest shall, except to the extent governed by federal law, be governed by Indiana law. 14. Government and Other Regulations. The obligations of the Corporation to issue or transfer and deliver shares under options granted under the Plan shall be subject to compliance with all applicable laws, governmental rules and regulations, and administrative action. 6 15. Limitation of Liability. No member of the Board of Directors of the Corporation shall be personally liable for any action, omission, or determination made in good faith in connection with the Plan. 16. No Guarantee of Continued Service as a Director. Nothing contained in the Plan or in any stock option agreement executed pursuant to the Plan shall confer upon the Optionee any right to continued service as a director of the Corporation or limit in any way the right of the Corporation to remove him/her as a director, with or without cause, at any time. 17. Definitions. (a) The term "Board" or "Board of Directors" used herein shall mean the Board of Directors of the Corporation, unless the context clearly requires otherwise, and to the extent that any powers and discretion vested in the Board of Directors are delegated to any Committee of the Board, the term "Board" or "Board of Directors" shall also mean such Committee. (b) The term "Subsidiary" or "Subsidiaries" used herein shall mean any banking institution or other corporation more than fifty percent (50%) of whose total combined voting stock of all classes is held by the Corporation or by another corporation qualifying as a Subsidiary within this definition. (c) The term "Change in Control of the Corporation" used herein shall mean (i) any merger, consolidation or similar transaction which involves the Corporation or any Subsidiary and in which persons who are the shareholders of the Corporation immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of the Corporation; (iii) any tender, exchange, sale or other disposition (other than dispositions of the stock of the Corporation or any Subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by the Corporation or any corporation- sponsored employee benefit plan, or purchases by members of the Board of Directors or any Subsidiary) of shares which represent more than twenty-five percent (25%) of the voting power of the Corporation or any Subsidiary; (iv) during any period of two (2) consecutive years during the term of the Plan specified in Section 18, individuals who at the date of the adoption of the Plan constitute the Board of Directors cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors on the date of the adoption of the Plan; (v) a majority of the Board of Directors recommends the acceptance of or accept any agreement , contract, offer or other arrangement providing for, or any series of transactions resulting in, any of the transactions described above. 7 18. Effective Date and Term of the Plan. The Plan shall become effective only upon approval by the Board of Directors and Shareholders of the Corporation. Options may be granted under the Plan for a percent of ten (10) years commencing on May 1, 1996. ANB CORPORATION By: /s/ JAMES R. SCHRECONGOST -------------------------------- James R. Schrecongost, President ATTEST: [SEAL] By: /s/ JAMES W. CONVY ------------------- Secretary APPROVED BY THE SHAREHOLDERS OF THE CORPORATION ON April 17, 1996. 8 AMENDMENT NUMBER 1 TO THE ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN This Amendment Number 1 to the ANB Corporation 1996 Directors' Stock Option Plan ("Plan") is hereby adopted and made effective this 25th day of January, 1999, by ANB Corporation ("Corporation"). WITNESSETH: WHEREAS, the Corporation has adopted the Plan for the purposes set forth in the Plan; and WHEREAS, pursuant to Section 10 of the Plan, the Board may amend the Plan, without the approval of the stockholders of the Corporation or any holder of an option granted under the Plan, to decrease the amount fo the annual option grant to each Director specified in Section 4 of the Plan; and WHEREAS, the Board approved an amendment to the Plan on January 25, 1999 to decrease the annual grant of options to each Director from 4,000 shares to 2,200 shares of common stock of the Corporation. NOW, THEREFORE, the Plan is hereby amended as follows: 1. The first sentence of the second paragraph of Section 4 of the Plan is hereby amended to read as follows: The Committee annually shall grant to each non-employee director ("Optionee") who is a director on the date of grant an option to acquire four thousand (4,000) shares of Common Stock ("Election Options"); provided, however, that for the annual grant of options to be made in 1999, the Election Options shall be an option to acquire Two Thousand Two Hundred (2,200) shares of Common Stock. 2. Except as amended hereby, the Plan shall continue in full force and effect in accordance with its terms. IN WITNESS WHEREOF, ANB Corporation, by its officers thereunder duly authorized, has executed this Amendment Number 1 to the ANB Corporation 1996 Directors' Stock Option Plan effective as of the day and year first above written. ANB CORPORATION By: /s/ JAMES R. SCHRECONGOST ------------------------------ James R. Schrecongost Vice Chairman, President & CEO ATTEST: By: /s/ JAMES W. CONVY ------------------------- James W. Convy, Secretary