EXHIBIT 10.13
LANDMARK BANCSHARES, INC.
STOCK OPTION AGREEMENT
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This Agreement constitutes the award of STOCK OPTIONS for a total of 2,500
shares of Common Stock, par value $.10 per share, of Landmark Bancshares, Inc.
(the "Corporation"), to Xxxxxxx X. Xxxxxxxx (the "Participant") on such terms
and conditions as are set forth hereinafter.
1. Definitions. As used herein, the following definitions shall apply.
"Award" means the grant by the Board of the Corporation of a Stock
Option as detailed hereinafter.
"Bank" shall mean Landmark Federal Savings Bank, or any
predecessor corporation thereto.
"Board" shall mean the Board of Directors of the Corporation, or
any successor or parent corporation thereto.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Board or the Stock Option Committee
which may be appointed by the Board from time to time.
"Common Stock" shall mean common stock, par value $.010 per share,
of the Corporation, or any successor or parent corporation thereto.
"Corporation" shall mean Landmark Bancshares, Inc., the parent
corporation for the Bank, or any predecessor or parent thereof.
"Director" shall mean a member of the Board of the Corporation, or
any successor or parent corporation thereto.
"Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Bank of the Corporation from
time to time.
"Disability" means any physical or mental impairment which renders
the Participant incapable of continuing in the employment or service of the Bank
or the Parent in his then current capacity as determined by the Committee.
"Date of Grant" shall mean April 27, 2000.
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"Employee" shall mean a person employed by the Corporation or any
present or future Parent or Subsidiary of the Corporation.
"Fair Market Value" shall mean: (i) if the Common Stock is traded
otherwise than on a national securities exchange, then the Fair Market Value per
Share shall be equal to the mean between the last bid and ask price of such
Common Stock on such date or, if there is no bid and ask price on said date,
then on the immediately prior business day on which there was a bid and ask
price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
"Option" or "Stock Option" shall mean an option to purchase Shares
awarded herein which option is not intended to qualify under Section 422 of the
Code.
"Optioned Stock" shall mean Common Stock subject to an Option
granted pursuant to the Agreement.
"Parent" shall mean any present or future corporation which would
be a "parent corporation" as defined in Subsections 424(e) and (g) of the Code.
"Participant" means Xxxxxxx X. Xxxxxxxx .
"Share" shall mean one share of Common Stock.
"Subsidiary" shall mean any present or future corporation which
would be a "subsidiary corporation" as defined in Subsections 424(f) and (g) of
the Code.
2. Option Price. The Option exercise price is $ 15.125 for each Share,
representing 100% of the Fair Market Value of the Common Stock on the
Date of Grant as determined by the Board of the Corporation.
3. Exerciseability of Options.
(a) Schedule of Exercise. This Option shall be immediately
exercisable as of the Date of Grant for a period of not more than
ten years thereafter, as noted herein.
(b) Method of Exercise. This Option shall be exercisable by a written
notice which shall:
(i) State the election to exercise the Option, the number of
Shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for such Shares of common Stock is to be
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registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security
Numbers of such person);
(ii) Contain such representations and agreements as to the
Participant's investment intent with respect to such shares
of Common Stock as may be satisfactory to the corporation's
counsel;
(iii) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person
or persons other than the Participant, be accompanied by
proof, satisfactory to counsel for the Corporation, of the
right of such person or persons to exercise the Option; and
(iv) Be in writing and delivered in person or by certified mail
to the Treasurer of the Corporation.
Payment of the purchase price of any Shares with respect to which the Option is
being exercised shall be by certified or bank cashier's or teller's check. The
Certificate or certificates for shares of Common Stock as to which the Option
shall be exercised shall be registered in the name of the person or persons
exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised if the
issuance of the Shares upon such exercise would constitute a
violation of any applicable federal or state securities or other
law or valid regulation. As a condition to the Participant's
exercise of this Option, the Corporation may require the person
exercising this Option to make any representation and warranty to
the Corporation as may be required by any applicable law or
regulation.
4. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or
distribution and may be exercised during the lifetime of the
Participant only by the Participant. The terms of this Option shall be
binding upon the executor, administrators, heirs, successors and
assigns of the Participant.
5. Six Month Holding Period. A total of six months must elapse between
the Date of Grant of an Option and the date of the sale of Common
Stock received through the exercise of an Option.
6. Recapitalization, Merger, Consolidation, Change in Control and Similar
Transactions.
(a) Adjustment. Subject to any required action by the stockholders of
the Corporation, within the sole discretion of the Committee, the
aggregate number of Shares of Common Stock for which Options may
be granted hereunder, the number of Shares of Common Stock
covered by each outstanding Option, and the exercise price per
Share of Common Stock of each such Option, shall all be
proportionately adjusted for any increase or decrease in the
number of issued and outstanding Shares of Common Stock resulting
from a subdivision or consolidation of shares (whether by reason
of
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merger, consolidation, recapitalization, reclassification,
split-up, combination of shares, or otherwise) or the payment of
a stock dividend (but only on the Common Stock ) or any other
increase or decrease in the number of such Shares of Common Stock
effected without the receipt of consideration by the Corporation
(other than Shares held by dissenting stockholders).
(b) Change in Control. In the event of such a change in control or
imminent change in control, the Participant shall, at the
discretion of the Committee, be entitled to receive cash in an
amount equal to the fair market value of the Common Stock subject
to any Stock Option over the Option Price of such Shares, In
exchange for the surrender of such Options by the Participant on
that date in the event of a change in control or imminent change
in control of the Corporation. For purposes of the Agreement,
"change in control" shall mean: (i) the execution of an agreement
for the sale of all or a material portion, of the assets of the
Corporation; (ii) the execution of an agreement for a merger or
recapitalization of the Corporation or any merger or
recapitalization whereby the Corporation is not the surviving
entity; (iii) a change of control of the Corporation, as
otherwise defined or determined by the Office of Thrift
Supervision or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d)
of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder) of twenty-five percent (25%)
or more of the outstanding voting securities of the Corporation
by any person, trust, entity or group. This limitation shall not
apply to the purchase of shares by underwriters in connection
with a public offering of Corporation stock, or the purchase of
shares of up to 25% of any class of securities of the Corporation
by a tax-qualified employee stock benefit plan which is exempt
from the approval requirements, set forth under 12 C.F.R.
574.3(c)(1)(vi) as now in effect or as may hereafter be amended.
The term "person" refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein. For purposes of
the Agreement, "imminent change in control" shall refer to any
offer or announcement, oral or written, by any person or persons
acting as a group, to acquire control of the Corporation. The
decision of the Committee as to whether a change in control or
imminent change in control has occurred shall be conclusive and
binding.
(c) ExtraordinaryCorporate Action. Subject to any required action by
the stockholders of the Corporation, in the event of any change
in control, recapitalization, merger, consolidation, exchange of
Shares, spin-off, reorganization, tender offer, partial or
complete liquidation or other extraordinary corporate action or
event, the committee, in its sole discretion, shall have the
power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of Common
Stock subject to each Option, the exercise price per
Share of Common Stock, and the
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consideration to be given or received by the
Corporation upon the exercise of any outstanding
Option;
(ii) cancel any or all previously granted Options, provided
that appropriate consideration is paid to the
Participant in connection therewith; and/or
(iii)make such other adjustments in connection with the
Agreement as the Committee, in its sole discretion,
deems necessary, desirable, appropriate or advisable.
7. Related Matters.
(a) Payment. Full payment for each Share of Common Stock purchased
upon the exercise of any Stock Option granted herein shall be
made at the time of exercise of each such Stock Option and shall
be paid in cash (in United States Dollars), Common Stock or a
combination of cash and Common Stock. Common Stock utilized in
full or partial payment of the exercise price shall be valued at
its fair market value at the date of exercise. The Corporation
shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No Shares of Common Stock
shall be issued until full payment therefore has been received by
the Corporation, and no Participant shall have any of the rights
of a stockholder of the Corporation until Share of Common Stock
are issued to him.
(b) Cashless Exercise. A Participant who has held a Stock Option for
at least six months may engage in the "cashless exercise" of the
Option. In a cashless exercise, a Participant gives the
Corporation written notice of the exercise of the Option together
with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver
enough of the proceeds to the Corporation to pay the Option price
and any applicable withholding taxes. If the Participant does not
sell the Optioned Stock through a registered broker-dealer or
equivalent third party, he can give the Corporation written
notice of the exercise of the Option and the third party
purchaser of the Optioned Stock shall pay the Option price plus
any applicable withholding taxes to the Corporation.
(c) Transferability. Any Stock Option granted pursuant to the
Agreement shall be exercised during a Participant's lifetime only
by the Participant to whom it was granted and shall not be
assignable or transferable otherwise than by will or by the laws
of descent and distribution.
(d) Effect of Termination of Employment or Service. Upon the
termination of a Participant's employment or service with the
Corporation or the Bank as a Director, Director Emeritus or
Employee, the Participant may continue to exercise such Options
for a period of six months from the date of termination of
employment or service by the Participant, but not later than the
date on which the Option would otherwise expire. Such Options of
a deceased Participant may be exercised within two years from the
date of his or her death, but not later than the date on which
the Option would otherwise expire.
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(e) Change in Applicable Law. Notwithstanding any other provision
contained in the Agreement, in the event of a change in any
federal or state law, rule or regulation which would make the
exercise of all or part of any previously granted Stock Option
unlawful or subject the Corporation to any penalty, the Committee
may restrict any such exercise without the consent of the
Participant or other holder thereof in order to comply with any
such law, rule or regulation or to avoid any such penalty.
(f) Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to any Option granted under the Agreement unless the
issuance and delivery of such Shares shall comply with all
relevant provision of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and
the requirements of any stock exchange upon which the Shares may
then be listed.
The inability of the Corporation to obtain from any regulatory body or authority
deemed by the Corporation's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder shall relieve the Corporation of any liability in
respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Corporation may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
(g) Withholding Tax. The Corporation shall have the right to deduct
from all amounts paid in cash with respect to the cashless
exercise of Options under the Agreement any taxes required by law
to be withheld with respect to such cash payments. Where a
Participant or other person is entitled to receive Shares
pursuant to the Exercise of an Option pursuant to the Agreement,
the Corporation shall have the right to require the Participant
or such other person to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect
to such Shares, or, in lieu thereof, to retain, or to sell
without notice, a number of such Shares sufficient to cover the
amount required to be withheld.
(h) Governing Law. The Agreement shall be governed by and construed
in accordance with the laws of the State of Kansas, except to the
extent that federal law shall be deemed to apply.
(i) Administration. All decisions, determinations and interpretation
of the Committee shall be final and conclusive on all persons
affected thereby.
8. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon any corporate or other successor of the Bank or
Parent which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Bank
or Parent.
9. Amendments. No amendments or additions to this Agreement shall be
binding upon the parties hereto unless made in writing and signed by
both parties, except as herein otherwise specifically provided.
10. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision
shall not effect the validity or enforceability of the other
provisions hereof.
11. Entire Agreement. This Agreement together with any understanding or
modifications thereof as agreed to in writing by the parties, shall
constitute the entire agreement between the parties hereto.
This Agreement is hereby executed between the parties as of April 27 , 2000.
LANDMARK BANCSHARES, INC.
By: ------------------------------------------------------
Xxxxx Xxxxxxxx
Attest:
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Xxxx X. Xxxxxxx
(SEAL)
Accepted:
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Xxxxxxx X. Xxxxxxxx (Participant)
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