Exhibit
10.1
FIRST
MID-ILLINOIS BANCSHARES, INC.
2007
STOCK INCENTIVE PLAN
STOCK
OPTION AGREEMENT
FIRST
MID-ILLINOIS BANCSHARES, INC.
2007
STOCK INCENTIVE PLAN
STOCK
OPTION AGREEMENT
1.
Stock
Option Grant
. First Mid-Illinois Bancshares, Inc. (the “Company”)
hereby grants a stock option to acquire _________ shares of common stock of
the
Company (“Shares”) to _____________ (the “Optionee”), subject in all respects to
the terms and conditions of the First Mid-Illinois Bancshares, Inc. 2007 Stock
Incentive Plan (the “Plan”), and such other terms and conditions as are set
forth herein. Capitalized terms used in this Agreement shall be as
defined in the Plan.
2.
Acceptance
By Optionee
. The Option is conditioned on the Optionee’s
execution of this Agreement and return of an executed copy to the Company within
30 days after the Optionee receives this Agreement.
3.
Incentive
Stock Option
. The Option is intended to constitute an Incentive
Stock Option under Section 422 of the Internal Revenue Code of
1986.
4.
Option
Price
. The Option exercise price as determined by the Committee
is $________ per Share.
5.
Exercise
of Option
.
(a)
Subject
to the remaining provisions of this Section 5, the Option may be exercised
at
any time prior to the expiration date in accordance with the following
schedule:
|
Date
|
Number
of Shares
Exercisable
|
|
______________
|
____________
|
|
______________
|
____________
|
|
______________
|
____________
|
|
______________
|
____________
|
(b)
In
the
event of the retirement, death or Disability of the Optionee, the outstanding
portion of the Option shall become immediately and fully exercisable and shall
continue to be exercisable until the earlier of
(i)
12 months from the
date of
such retirement (or, if the Optionee is also a director of the Company, 12
months from the date of the Optionee’s subsequent termination of service on the
Board), death or Disability, or
(ii)
the date the Option
expires
by its terms. For purposes of this Section 5(b): (A)
“retirement” means the Optionee’s termination of employment from the Company and
its Subsidiaries without Cause (as defined below) when the Optionee meets the
requirements for normal retirement under the Company’s tax-qualified retirement
plan; and (B) “Disability” means as defined under the Company’s long-term
disability plan for employees, or if there is none, a physical or mental
disability which impairs the Optionee’s ability to substantially perform his or
her current duties for a period of at least 12 consecutive months, as determined
by the Committee in its sole discretion.
(c)
Subsidiaries
is terminated for Cause, the Option shall immediately expire and no portion
shall be exercisable. For purposes of this Section 5(c), “Cause”
means the Optionee’s
(i)
conviction in a court of law of (or entering a plea of guilty or no contest
to)
any crime or offense involving fraud, dishonesty or breach of trust involving
a
felony;
(ii)
performance
of any act which, if known to the customers, clients, stockholders or regulators
of the Company, would materially and adversely impact the business of the
Company;
(iii)
act or
omission that causes a regulatory body with jurisdiction over the Company to
demand, request, or recommend that the Optionee be suspended or removed from
any
position in which the Optionee serves with the Company;
(iv)
substantial nonperformance
of any of his or her obligations under this Agreement; or
(v)
misappropriation of
or
intentional material damage to the property or business of the Company or any
Subsidiary.
(d)
If
during
employment with the Company or any Subsidiary, or during any period following
such employment in which the Option continues to be exercisable, the Optionee
engages in competition or solicitation with respect to the Company or any
Subsidiary without the consent of the Company, the Option shall immediately
expire and no portion shall be exercisable. For purposes of this
Section 5(d):
(i)
“competition” will exist if
the Optionee
(A)
directly
or indirectly owns, manages, operates, controls, participates in the ownership,
management, operation or control of, is connected with or has any financial
interest in, or serves as an officer, employee, advisor, consultant, agent
or
otherwise to any person, firm, partnership, corporation, trust or other entity
which owns or operates a business similar to that of the Company or its
Subsidiaries; or
(B)
solicits for sale, represents, and/or sells, to any person or entity who or
which was the Company’s customer or client during the last year of the
Optionee’s employment, products or services which are similar to, compete with,
or can be used for the same purposes as products or services sold or offered
for
sale by the Company or any Subsidiary or which were in development by the
Company or any Subsidiary within the last year of the Optionee’s employment; and
(ii)
“solicitation” will
exist if the Optionee
(A)
attempts in any manner to solicit from any client or customer business of the
type performed by the Company or any Subsidiary or persuade any client or
customer of the Company or any Subsidiary to cease to do such business or to
reduce the amount of such business which any such client or customer has
customarily done or contemplates doing with the Company or any Subsidiary,
whether or not the relationship between the Company or Subsidiary and such
client or customer was originally established in whole or in part through the
Optionee’s efforts;
(B)
renders any services of the type rendered by the Company or any Subsidiary
for
any client or customer of the Company; or
(C)
solicits or encourages,
or
assists any other person to solicit or encourage, any employees, agents or
representatives of the Company or a Subsidiary to terminate or alter their
relationship with the Company or any Subsidiary.
(e)
In
the
event the Optionee’s employment with the Company and its Subsidiaries terminates
for any reason other than as described above, the then outstanding and vested
portion of the Option shall continue to be exercisable until the earlier of
three months after the date of such termination or the date the Option expires
by its terms. Notwithstanding the foregoing, if the Optionee is also
a director of the Company, the Option shall continue to vest in accordance
with
its terms until the Optionee’s subsequent termination of service on the Board,
at which time the then outstanding and vested portion of the Option shall
continue to be exercisable until the earlier of three months after the date
of
such termination of service or the date the Option expires by its
terms. The portion of the Option that is not vested as of the date of
such termination of employment, or if later, such termination of service, shall
expire and not be exercisable.
(f)
In
the
event of a Change in Control of the Company, the Option shall become immediately
and fully exercisable.
Full
vesting of an Incentive Stock Option, or the exercise of an Incentive Stock
Option later than 90 days after termination of employment (or one year in
the
event of termination of employment due to death or Disability), may result
in
all or part of the Option being treated as a Nonqualified Stock Option in
accordance with Section 5 of the Plan.
6.
Payment
.
(a)
Written
notice of an election to exercise any portion of the Option shall be given
by
the Optionee, or his or her personal representative in the event of the
Optionee’s death, to the Company’s Director of Human Resources, in accordance
with procedures established by the Plan Committee as in effect at the time
of
such exercise.
(b)
At
the
time of exercise of the Option, payment of the exercise price must be made
by
one or more of the following methods:
(i)
in cash,
(ii)
in cash received from a
broker-dealer to whom the Optionee has submitted an exercise notice and
irrevocable instructions to deliver the purchase price to the Company from
the
proceeds of the sale of Shares subject to the Option (subject to the Company’s
right of first refusal as described in Section 14 of the Plan),
(iii)
by delivery (either
directly or through attestation) to the Company of other Shares owned by the
Optionee that are acceptable to the Company, valued at their then Fair Market
Value, or
(iv)
by
directing the Company to withhold such number of Shares otherwise issuable
upon
exercise of the Option with a Fair Market Value equal to the exercise
price. If applicable, an amount sufficient to satisfy all minimum
Federal, state and local withholding tax requirements prior to delivery of
any
Shares must also accompany the exercise. Payment of such taxes can be
made by a method specified above.
(c)
No
Shares
shall be issued upon exercise of the Option until full payment of the exercise
price and tax withholding obligation has been made.
7.
Option
Nontransferable
. Except as otherwise provided under the Plan, the
Option may not be transferred in any manner and may be exercised during the
lifetime of the Optionee only by him or her. The terms of the Option
shall be binding upon the Optionee’s executors, administrators, heirs, assigns
and successors.
8.
Option
Term
. The Option may not be exercised more than ten (10) years
after the date indicated below and may be exercised during such term only in
accordance with the terms and conditions set forth in the Plan.
9.
Right
of First Refusal
. Shares acquired upon exercise of the Option are
subject to the Company’s right of first refusal as described in Section 14 of
the Plan.
10.
Committee
Determinations
. The Committee shall make all determinations
concerning the rights to benefits under the Plan.
|
Dated:
|
First
Mid-Illinois Bancshares, Inc.
By:
William
S. Rowland
Chairman
&
CEO
|
ATTEST:
The
Optionee acknowledges that he or she has received a copy of the Plan and
Prospectus and is familiar with the terms and conditions set forth
therein. The Optionee agrees to accept as binding, conclusive, and
final all decisions and interpretations of the Committee. As a
condition to the exercise of the Option, the Optionee authorizes the Company
to
withhold from any regular cash compensation payable by the Company any taxes
required to be withheld under any federal, state or local law as a result of
exercising the Option.