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Exhibit 99
CONDITIONAL STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered is entered into as of the ______ day of
_______________, 1996, by and between TWENTIETH BANCORP, INC. ("Option
Grantor" or "Grantor") and HORIZON BANCORP, INC. ("Option Grantee" or
"Grantee"),
WHEREAS, the parties have entered into a plan of merger and reorganization
contemporaneously herewith; and
WHEREAS, the parties believe that the merger is in the best interests of
their companies and respective shareholders;
NOW, THEREFORE, for and in consideration of the mutual covenants
hereinafter contained and other good and valuable consideration, the parties
first mentioned above do hereby agree each with the other as follows:
1. GRANT OF OPTION TO PURCHASE AND WARRANTIES. Subject to the Purchase
Event, Option Grantor does hereby grant, bargain and convey to Option Grantee
the irrevocable right to purchase from Option Grantor the Stated Amount of
common stock in Grantor for the sum of Forty Dollars and Forty Cents ($40.40)
per share. The Stated Amount shall be that amount of authorized but unissued
common stock or Treasury stock of Grantor which at the time of exercise of this
option by Grantee constitutes 19.9% of the then outstanding shares of Grantor
common stock. Grantor hereby represents and warrants to Grantee that it is
authorized to issue shares of common stock sufficient to allow this option
exercise; that it will not change, modify or amend its articles of incorporation
while this agreement is outstanding so as to in any way modify or alter its
capital structure so that sufficient shares are not available for use under this
agreement; that it will not issue any additional shares of its common stock in
such amount while this agreement is outstanding such that the authorized but
unissued or Treasury stock will fall below the amount required to effect this
transaction and that it will notify Grantee in writing of any subsequent issue
of capital stock including the identity of the recipient or recipients of said
stock and the amount in cash or other consideration paid therefore. The rights
granted to Grantee hereunder can be exercised by Grantee only after the
occurrence of the Purchase Event. The Purchase Event shall mean (i) Grantor and
its shareholders have approved and accepted a offer from an entity not a party
to this agreement to be acquired by such other entity whether by merger,
consolidation, sale of assets or otherwise; or (ii) an entity not a party to
this agreement or a group acting in concert has acquired more than fifty percent
(50%) of Grantor's outstanding common stock. The option granted hereunder must
be exercised, if at all, by giving notice within twenty (days) of the occurrence
of the Purchase Event. Thereafter, this option shall automatically expire.
2. TERM OF THIS AGREEMENT. This Agreement shall continue in full force
and effect until December 31, 1996 or the completion of the plan of merger and
reorganization whichever occurs first.
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3. NOTICE OF EXERCISE. If it desires to exercise this option to purchase,
Grantee shall give written notice of such intent to exercise to Grantor
whereupon closing shall occur within thirty (30) days of receipt of said notice
by Grantor. Closing shall occur at a time and place designated by Grantee, and
at closing a duly authorized representative of Grantor shall deliver to
representatives of Grantee or into escrow pending regulatory approval fully paid
and non-assessable common stock in the Stated Amount, and Grantee shall deliver
to the representatives of Grantor or into escrow pending regulatory approval the
required consideration in cash or other good funds.
4. ADDITIONAL PROVISIONS. This Agreement shall be construed in accordance
with the laws of the State of West, cannot be amended, modified or otherwise
changed except in writing signed by both parties to this Agreement and cannot be
assigned without the written consent of Grantor. By signing below, the parties
represent and warrant that each has the requisite power and authority to enter
into this agreement.
5. PARTIAL EXERCISE. Grantor may exercise this option for less than all
of the subject shares.
Dated this ____ day of _______________, 1996.
TWENTIETH BANCORP, INC.
By: __________________________________
Its: _____________________________
HORIZON BANCORP, INC.
By: __________________________________
Its: _____________________________
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