EXHIBIT 3.4
MERCHANTS AND MANUFACTURERS BANCORPORATION, INC.
(A WISCONSIN CORPORATION)
1996 INCENTIVE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
OPTIONEE:
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OPTIONEE'S ADDRESS:
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DATE OF GRANT:
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NUMBER OF SHARES:
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EXERCISE PRICE PER SHARE:
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EXPIRATION DATE:
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Merchants and Manufacturers Bancorporation, Inc. and the above-named
Optionee hereby agree as follows:
1. GRANT OF STOCK OPTIONS. In consideration of the continued employment
of the Optionee, Merchants and Manufacturers Bancorporation, Inc., a Wisconsin
corporation (hereinafter called (the "Corporation"), grants to the Optionee the
option (the "Option") to purchase the number of shares of Common Stock, $1.00
par value per share, of the Corporation, set forth above, for an amount equal to
the Exercise Price per Share, set forth above, all on the terms and conditions
hereinafter stated. The Option is intended to be an incentive stock option
within the meaning of Section 422 of the Code.
2. PLAN. The Option is granted under and pursuant to the Merchants and
Manufacturers Bancorporation, Inc. 1996 Incentive Stock Option Plan for key
employees of the Corporation and its Subsidiaries adopted April 25, 1996 (herein
called the "Plan") and is subject to each and all of the provisions thereof, a
copy of which Plan has previously been furnished or made available to the
Optionee. All capitalized terms not otherwise defined therein shall have the
meanings assigned to such terms in the Plan.
3. EXERCISE OF OPTION. Subject to the conditions of the Plan, this
Option may be exercised at any time and from time to time, in whole or in part,
until the termination thereof; provided, however, that the Option herein granted
shall in no event be exercised while there is outstanding any Option previously
granted to purchase the Stock of the Corporation; provided further that the
Option granted herein shall be exercised only upon determination by the
Corporation that such exercise and the resulting issuance of shares of Stock oft
he Corporation can be effected in compliance with applicable securities laws.
4. TERMINATION OF OPTION. Except as otherwise stated herein, the Option
to the extent not previously exercised shall terminate upon the first to occur
of the following dates, provided that nothing contained herein should be
construed to extend the ultimate term of any Option beyond the period of ten
(10) years from the date of grant of the Option:
a. In the event an Optionee's employment with the Corporation or any of
its subsidiaries is terminated for any reason except retirement, death or total
and permanent disability, all rights to exercise any option shall terminate
immediately.
b. The expiration of twelve (12) months after the date on which
Optionee's employment by the Corporation or any of its subsidiaries is
terminated, if such termination is by reason of Optionee's permanent and total
disability.
c. Ninety (90) days after the death of the Optionee, while in the
employee of the Corporation or any of its subsidiaries. Optionee's personal
representative may exercise the Option as to any of the Option shares not
exercised during the Optionee's lifetime at any time within ninety (90) days
following the date of Optionee's death; and Corporation shall notify such
personal representative of the existence of such options immediately upon
receiving notice of Employee's death.
d. Ninety (90) days after Optionee's normal retirement.
e. _________________________ (being the expiration of ten (10) years
from the date of grant of this Option).
5. NOTICE OF EXERCISE OF OPTION. The Optionee or the Optionee's
representative may exercise this Option by giving written notice to the
Corporation at 00000 Xxxx Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000, Attention:
Corporate Secretary, specifying the election to exercise the Option and the
number of shares of Stock in respect of which it is being exercised. The
Optionee or the Optionee's representative shall deliver to the Corporate
Secretary, at the time of giving such notice, payment in a form that conforms to
the requirements of Section 6 hereof for the full amount of the Exercise Price
of the shares of Stock as to which this Option is exercised.
The notice shall be signed by the person or persons exercising this
option, and in the event this Option is being exercised by the representative of
the Optionee, it shall be accompanied by proof satisfactory to the Corporation
of the right of the representative to exercise the Option. No share of stock
shall be issued until payment therefor has been made. The Corporation shall
thereafter cause to be issued a certificate or certificates for the shares of
Stock as to which this Option shall have been so exercised, registered in the
name of the person or persons so exercising the Option, and cause such
certificate or certificates to be delivered to or upon the order of such person
or persons.
6. PAYMENT FOR STOCK. At the time of giving notice of exercise pursuant
to Section 5 hereof, the Optionee or the Optionee's representative shall deliver
to the Corporate Secretary payment for the amount of the Exercise Price of the
shares of Stock as to which the option is being exercised in United States
dollars, by cash or check.
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7. WITHHOLDING TAX. In the event the Corporation determines that it is
required to withhold state or Federal income tax or FICA tax as a result of the
exercise of the Option, as a condition to the exercise of the Option, the
Optionee will make arrangements satisfactory to the Corporation to enable it to
satisfy such withholding requirements.
8. LEGALITY OF ISSUANCE. No shares of Stock shall be issued on the
exercise of any option unless and until the Corporation has determined that:
(a) It and the Optionee have taken all actions required to register the
shares of Stock under the Securities Act of 1933, as amended (the "Securities
Act"), or to perfect an exemption from the registration requirements thereof;
(b) Any applicable listing requirements of any stock exchange on which
the Stock is listed have been satisfied; and
(c) Any other applicable provision of state or Federal law has been
satisfied.
9. SECURITIES LAW RESTRICTIONS ON TRANSFERS. The shares of Stock
acquired pursuant to the exercise of the option nay not be sold or otherwise
disposed of except as otherwise provided in Sections 7, 8, or 9 of the Plan. In
addition, and regardless of whether the offering and sale of shares of Stock
under the Plan have been registered under the Securities Act, or have been
registered or qualified under the securities laws of any state, the Corporation
may impose restrictions upon the sale, pledge or other transfer of such shares
of Stock (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Corporation and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any state or any other law. In the event
that the sale of shares of Stock under the Plan is not registered under the
Securities Act but an exemption is available which requires an investment
representation or other representation, the Optionee represents and agrees that
the shares of Stock to be acquired pursuant to the exercise of an Option
hereunder shall be acquired for investment, and not with a view to the sale or
distribution thereof. Stock certificates evidencing shares of Stock acquired
under the Plan pursuant to an unregistered transaction shall bear the following
or a similar restrictive legend as required or deemed advisable under the
provisions of any applicable law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
('SECURITIES ACT'). ANY TRANSFER OF SUCH SECURITIES WILL BE
INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF
COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN
ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT."
10. Other Restrictions. The shares of Stock acquired pursuant to the
exercise of the option are further subject to additional transfer restrictions
pursuant to Section 8 of the Plan and
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to a right of first refusal pursuant to Section 9 of the Plan. Stock
certificates evidencing shares of Stock acquired under the Plan shall also bear
the following or a similar restrictive legend:
"ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR OTHER DISPOSITION
OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF THE
MERCHANTS AND MANUFACTURERS BANCORPORATION, INC. 1996
INCENTIVE STOCK OPTION PLAN, A COPY OF WHICH IS ON FILE IN THE
OFFICE OF THE SECRETARY OF THE CORPORATION. BY ACCEPTANCE OF
THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE
TERMS OF THE PLAN."
11. SHAREHOLDER APPROVAL. The Plan was approved by the affirmative vote
of the holders of a majority of the issued and outstanding shares of stock of
the Corporation at the annual meeting of shareholders held on May 28, 1996.
12. REMOVAL OF LEGENDS. If, in the opinion of the Corporation and its
counsel, any legend placed on a stock certificate representing shares of Stock
sold under the Plan is no longer required, the holder of such certificate shall
be entitled to exchange such certificate for a certificate representing the same
number of shares of Stock but lacking such legend.
13. NO RIGHT TO CONTINUED EMPLOYMENT. This grant shall not confer upon
the Optionee any right with respect to continuance of employment by the
Corporation or any Subsidiary, nor shall it interfere in any way with the right
of his or her employer to terminate such employment or position at any time.
14. MISCELLANEOUS.
(a) Entire Agreement. This Agreement and the Plan together constitute
the entire agreement between the parties hereto with respect to the subject
matter hereof and thereof, and there have been and are no restrictions,
promises, agreements or covenants between the parties other than those set forth
or provided for herein.
(b) Assignment. Except as specifically provided herein or in the Plan,
neither this Agreement nor any of the rights, interests or obligations contained
herein shall be assigned by either of the parties hereto, without the prior
written consent of the other party, and any attempted assignment without such
written consent shall be null and void and without legal effect. Subject to the
foregoing sentence, this Agreement shall be binding upon and inure to the
benefit of the respective parties hereto and their permitted successors and
assigns.
(c) Amendment or Modification. No term or provision of this Agreement
may be amended, modified or supplemented orally, but only by an instrument in
writing signed by the party against which or whom the enforcement of the
amendment, modification or supplement is sought.
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(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(e) Governing Law. This Agreement shall be governed by the internal
laws of the State of Wisconsin as to all matters, including but not limited to
matters of validity, construction, effect, performance and remedies.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
duly executed, and the Optionee has executed this Agreement, all as of the day
and year first above written.
MERCHANTS AND MANUFACTURERS
BANCORPORATION, INC.
By:
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Title:
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Attest:
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The undersigned Optionee hereby accepts the Option granted hereunder
and designates _______________ as the beneficiary to whom the Option may be
transferred in the event of my death. I understand that the foregoing
designation may be revoked by me in writing at any time and that if no
designation is in effect at the time of my death the Option shall be transferred
to my estate.
OPTIONEE:
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ACKNOWLEDGEMENT
The undersigned, spouse of Optionee, declares that he/she takes notice
of all of the terms and conditions (including, but not limited to the
restrictions on disposition of Option Shares) of the foregoing Agreement between
the Corporation and the Optionee and that he/she will comply with all of the
terms of the Agreement to the full extent of any interests that he/she may have
in the Option shares.
Dated:______________ _______________________________________________
Signature
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