1
Exhibit 10(h)
6, 7(a), 10 and 13 Amended as of 2/19/97
13 Amended as of 12/11/97
1ST SOURCE CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
This option is granted effective as of January 1, 1992, by 1ST
SOURCE CORPORATION (the "Corporation") to Xxxxxxxxxxx X. Xxxxxx, III (the
"Optionee") in accordance with the following terms and conditions:
1. OPTION GRANT. The Corporation hereby grants to the
optionee options (the "Options"), which options are not intended to qualify
under Section 422A of the Internal Revenue Code of 1986, as amended, to
purchase 50,000 shares (the "Option Shares") of the common stock of the
Corporation at the price of $29.75 per share (the "Exercise Price"). The
Exercise Price is equal to the last sale price as reported for the
Corporation's common stock on December 31, 1991, by the NASDAQ Exchange.
2. EXERCISE PERIOD. The Options shall be exercisable only
during the period (the "Exercise Period") commencing from the date on which
such Options vest (as defined in Section 3) and ending at 5:00 p.m., South
Bend, Indiana time, on the date ten (10) years after the date on which such
options vest, such later time and date being hereinafter referred to as the
"Expiration Date." For example, the Exercise Period for the 10,000 Option
Shares which vest on January 1, 1992, shall begin on January 1, 1992, and
expire on December 31, 2002. During the Exercise Period, all vested Options
as defined in Section 3 below shall be immediately exercisable in whole at
any time or in part from time to time.
3. VESTING OF OPTIONS. Twenty percent (20%) of the aggregate
Options granted hereunder will vest on January 1, 1992, with the remaining
Options to vest at the rate of twenty percent (20%) of the aggregate options
per year on each succeeding January 1 (i. e., 20% on January 1, 1993, 20% on
- -
January 1, 1994, etc.).
4. METHOD OF EXERCISE. All vested Options may be exercised
during the applicable Exercise Period in whole or in part by giving written
notice to the corporation specifying the number of Option Shares to be
purchased. The notice must be directed to the Corporation at its principal
office address, which currently is the address set forth in Paragraph 14.
The date of exercise is the date on which such notice is received by the
Corporation. Such notice must be accompanied by payment to the Corporation
in full for the Option Shares to be purchased upon such exercise, in cash,
certified check, cashier's check, money order or other form of payment
acceptable to the Corporation.
2
Exhibit 10(h)
5. DELIVERY OF SHARES. Promptly after such payment referred
to in Section 4, the Corporation shall issue and deliver to the Optionee a
certificate or certificates representing the shares of stock so purchased,
registered in the name of the Optionee.
6. NON-TRANSFERABILITY. The Options may not be assigned or
transferred except, in the event of the death of the Optionee, by will or the
laws of descent and distribution to the extent provided in Section 7 below.
The Options are exercisable during the Optionee's lifetime only by the
Optionee.
7. TERMINATION OF SERVICE OF THE OPTIONEE.
(a) Death or Disability. If the Optionee dies or becomes
-------------------
disabled (as hereinafter defined) following the date of the grant of the
Options and while in the employ of the Corporation, and while Options granted
hereunder are still in force and unexpired, the Optionee or his designated
beneficiary or estate may exercise such options within a period of one year
succeeding the death or disability of the optionee but only to the extent
that the Option was vested at date of death or disability and, therefore, the
Optionee was entitled to exercise such Options on the date of death or
disability. No Options shall vest on or after date of termination of
employment for death or disability. The term "disabled" means, the Optionee
is unable to engage in employment activity for the Corporation by reason of a
physical or mental impairment which can be expected to result in death or to
be of long-continued and indefinite duration, as verified by competent
medical evidence.
(b) Reasons Other Than Death or Disability. If the Optionee's
--------------------------------------
employment with the Corporation is terminated for any reason other than death
or disability, any and all unexercised Options shall expire and terminate
immediately.
8. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF THE
CORPORATION. In the event of any change in the outstanding shares of common
stock by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, or any
change in the corporate structure of the Corporation or in the shares of
common stock, the number and class of shares covered by the Options and the
Exercise Price shall be appropriately adjusted by the Corporation, whose
determination shall be conclusive.
9. EFFECT OF CHANGE IN CONTROL WHERE CORPORATION SURVIVES.
Each of the events specified in the following clauses (i) through (iii) of
this Paragraph 9 shall be deemed a "change in control": (i) any third person,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, shall become the beneficial owner of 25% or more of the then
outstanding shares of common stock of the Corporation or the combined voting
power of the then outstanding voting securities of the Corporation entitled
to vote for the election of the Board of Directors of the Corporation (ii) as
a result of, or in connection with, any cash tender offer, exchange offer,
merger or other business combination, sale of assets or contested election,
or combination of the foregoing, the persons who were directors of the
Corporation shall cease to constitute a majority of the Board of Directors of
the Corporation or (iii) the shareholders of the Corporation shall approve an
agreement providing a sale or other disposition of all or substantially all
the assets of the Corporation. In the event of a "change in control," all
Options theretofore granted and not fully exercisable shall become fully
vested and become exercisable in full upon the happening of such event and
shall remain so exercisable in accordance with their terms.
3
Exhibit 10(h)
10. ASSIGNMENTS AND TRANSFERS. No right or interest of the
Optionee may be assigned, encumbered or transferred except, in the event of
the death of the Optionee, by will or the laws of descent and distribution.
11. OPTIONEE REPRESENTATIONS. Optionee represents and
warrants:
(a) Optionee is receiving the Options for his own account and
not with a view to or for sale in connection with any distribution of such
Options or Option Shares, or any part thereof, in any transaction which would
be in violation of the securities laws of the United States of America or any
state thereof. Optionee does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer, or grant participations to
such person or to any third person with respect to the Options or the Option
Shares.
(b) Optionee (i) has acquired or has access to sufficient
information about the Corporation to reach informed knowledgeable decisions
about the Options and Option Shares, and (ii) has such knowledge and
experience in financial and business matters to enable him to utilize the
information made available to him in his management position with the
Corporation to evaluate the merits and risks of an investment in the Option
Shares and to make an informed decision with respect thereto.
12. STOCKHOLDER RIGHTS NOT GRANTED BY THE OPTIONS. The
Optionee is not entitled by virtue hereof to any rights of a stockholder of
the Corporation or to notice of meetings of stockholders or to notice of any
other proceedings of the Corporation.
13. WITHHOLDING TAX. Where the Optionee or another person is
entitled to receive Option Shares pursuant to the exercise of the Options,
the Corporation shall have the right to require the Optionee or such other
person to pay to the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to such Option Shares, or,
in lieu thereof, to retain, or sell without notice, a sufficient number of
such shares to cover the amount required to be withheld, or in lieu of any of
the foregoing, to withhold a sufficient sum from the Optionee's compensation
payable by the Corporation to satisfy the Corporation's tax withholding
requirements. The Corporation's method of satisfying its withholding
obligations shall be solely in the discretion of the Corporation, subject to
applicable federal, state and local law.
4
Exhibit 10(h)
14. NOTICES. All notices hereunder to the Corporation shall
be delivered or mailed to it addressed to the President of 1st Source
Corporation, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx 00000. Any
notices hereunder to the optionee shall be delivered personally or mailed to
the Optionee's home address as reflected in the records of the Corporation.
Such addresses for the service of notices may be changed at any time provided
written notice of the change is furnished in advance to the Corporation or to
the Optionee, as the case may be.
15. OPTIONEE SERVICE. Nothing shall limit the right of the
Corporation contained herein to terminate the Optionee's service as a
director, officer or employee, or otherwise impose upon the Corporation or
any obligation to employ or accept the services of the Optionee.
16. OPTIONEE ACCEPTANCE. The Optionee shall signify his
acceptance of the terms and conditions of the Options by signing in the space
provided below.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
1st SOURCE CORPORATION
("Corporation")
Date Signed: 12/31/91 By /s/ XXXXXXXXX X. XXXXXX
--------------------- ---------------------------------------
Xxxxxxxxx X. Xxxxxx
Chairman
ACCEPTED:
Date Signed: 12/31/91 /s/ XXXXXXXXXXX X. XXXXXX, III
--------------------- ------------------------------------------
Xxxxxxxxxxx X. Xxxxxx, III
("Optionee")
5
Exhibit 10(h)
AMENDMENT TO
1ST SOURCE CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
The 1st Source Corporation Non-Qualified Stock Option Agreement,
effective January 1, 1992, between 1st Source Corporation and Xxxxxxxxxxx X.
Xxxxxx, III is hereby amended as follows:
1. Section 6 is amended in its entirety to read as follows:
6. Non-Transferability. The Option may not be assigned,
-------------------
encumbered, or transferred except (a) in the event of the
death of the Optionee, by will or the laws of descent and
distribution to the extent provided in Section 7 or (b) by
transfer without consideration as provided in Section 10.
The Option is exercisable during the Optionee's lifetime
only by the Optionee or a Permitted Transferee. as defined
in Section 10.
2. Subsection (a) of Section 7 is amended in its entirety to
read as follows:
(a) Death or Disability. If tile Optionee dies or
-------------------
becomes disabled (as hereinafter defined) following
the date of the grant of the Option and while in the
employ of the Corporation, and while Options granted
hereunder are still in force and unexpired, the
Optionee, his designated beneficiary or estate, or a
Permitted Transferee pursuant to Section 10 may
exercise such Options within a period of one year
succeeding the death or disability of the Optionee
but only to the extent that the Option was vested at
date of death or disability and, therefore, the
Optionee or Permitted Transferee was entitled to
exercise such Option on the date of death or
disability. No Options shall vest on or after the
date of termination of employment for death or
disability. The term "Disabled" means that the
Optionee is unable to engage in employment activity
for the Corporation by reason of a physical or
mental impairment that can be expected to result in
death or to be of long-continued and indefinite
duration, as verified by competent medical evidence.
3. Section 10 is amended in its entirety to read as follows:
10. Permitted Transfers. Subject to such rules as the
-------------------
Corporation may adopt to preserve the purposes of
the grant, the Optionee may transfer the Option
without consideration to the following ("Permitted
Transferees"):
(i) a member of the Optionee's immediate family,
including, only his spouse, lineal descendants, and
adopted children, his spouse's, lineal descendants
and adopted children, and the legal representatives
of any of those persons who are minors.
(ii) an irrevocable trust solely for the benefit of the
Optionee and his
6
Exhibit 10(h)
immediate family;
(iii) a partnership, limited liability company, or
corporate entity whose sole owners of its capital
interests are the Optionee and his immediate family;
or
(iv) a revocable trust with respect to which the
Optionee, as settlor of the trust, retains the right
of revocation or amendment until his death.
Such a transfer shall be effective only if the Optionee notifies
the Corporation in advance and in writing of the terms of the
transfer and if the Corporation determines that the transfer
complies with this Agreement. Upon transfer, the option shall
remain subject to the terms of this Agreement, except the
Permitted Transferee may not transfer the option otherwise than be
will or by the laws of descent and distribution.
4. Section 13 is amended in its entirety to read as follows:
13. Special Payment and Withholding. Upon exercise of a
-------------------------------
nonstatutory stock option pursuant to the terms of the
Plan, the Corporation shall also make a special payment to
the Optionee. The special payment shall be in an amount
such that, after payment by the Optionee of income and
employment taxes imposed on the special payment, the
Optionee shall retain an amount equal to the Optionee's
income and employment tax liability imposed on the option
exercise. The Corporation may withhold a sufficient sum
from the special payment, or require the Optionee or
Permittee Transferee to make other arrangements
satisfactory to the Corporation, to satisfy the
Corporation's tax withholding obligations with respect to
both the option exercise and the special payment.
This Amendment is effective the 1st day of March , 1997.
------ ---------
1ST SOURCE CORPORATION
Signed by Directive of Xxxxxx X. Xxxxxxxx, By /s/ XXXXX X. XXXXXXX
Chairman of the Executive Comepnsation -----------------------------
Committee Xxxxx X. Xxxxxxx, CFO
/s/ XXXXXXXXXXX X. XXXXXX, III
-------------------------------
Optionee
The 1st Source Corporation Non-Qualified Stock Option Agreement (the
"Agreement") effective January 1, 1992, between 1st Source Corporation and
Xxxxxxxxxxx X. Xxxxxx III, as amended, is hereby further amended as follows:
7
Exhibit 10(h)
Delete in its entirety the Amendment to the Agreement dated March 1,
1997, with reference to Section 13, and reinsert the original Section 13, as
was first contained in the provisions of the Stock Option Agreement that was
effective January 1, 1992.
By execution below, each party hereto consents to this Amendment and
also consents to a new amendment to the 1992 Stock Option Plan (the "Plan"),
which was previously amended to add Section 5.10, and which is now to be
further amended to delete said Section 5.10 in its entirety from the previous
Plan Amendment.
This Amendment is effective December 11, 1997.
1ST SOURCE CORPORATION
By/s/ XXXXX X. XXXXXXX
------------------------------------
Xxxxx X. Xxxxxxx
OPTIONEE
/s/ XXXXXXXXXXX X. XXXXXX, III
---------------------------------------
Xxxxxxxxxxx X. Xxxxxx, III
