Exhibit 4.1


 


MAIN
STREET TRUST, INC.


2000 STOCK INCENTIVE PLAN


Section 1.              Purpose
of the Plan.


The MAIN STREET TRUST, INC.
2000 STOCK INCENTIVE PLAN (the “Plan”) is
intended to provide a means whereby directors, officers, employees, consultants
and advisors of MAIN STREET TRUST, INC., an
Illinois corporation (the “Company”), and
the Related Corporations may sustain a sense of proprietorship and personal
involvement in the continued development and financial success of the Company
and the Related Corporations, and to encourage them to remain with and devote
their best efforts to the business of the Company and the Related Corporations,
thereby advancing the interests of the Company and its stockholders.  Accordingly, the Company may permit certain
directors, officers, employees, consultants and advisors to acquire Shares or
otherwise participate in the financial success of the Company, on the terms and
conditions established herein.


Section 2.              Definitions.


The following terms, when used herein and unless the
context clearly requires otherwise, shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):


(a)           “Board” means
the board of directors of the Company.


(b)           “Cause” means the commission of fraud, the misappropriation
of or intentional material damage to the property or business of the Company,
the material failure to fulfill the duties and responsibilities of a regular
position and/or comply with the Company’s policies, rules or regulations, or
the conviction of a felony.


(c)           “Change of Control” means:


(i)            the
consummation of the acquisition by any person (as such term is defined in
Section 13(d) or 14(d)(2) of the Exchange Act) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of thirty-three percent (33%) or more of the combined voting power of the
then outstanding voting securities of the Company other than through the
receipt of Shares pursuant to the Plan;


(ii)           the
individuals who, as of the Effective Date, are members of the Board cease for
any reason to constitute a majority of the Board, unless the election, or
nomination for election by the stockholders of the Company, of any new director
was approved by a vote of a majority of the Board, and such new director shall,
for purposes of the Plan, be considered as a member of the Board; or


(iii)          consummation
by the Company of:  (A) a merger or
consolidation if those who are stockholders of the Company, immediately before
such merger or consolidation, do not, as a result of such merger or
consolidation, own, directly or indirectly, more than sixty-seven 













percent
(67%) of the combined voting power of the then outstanding voting securities of
the entity resulting from such merger or consolidation in substantially the
same proportion as their ownership of the combined voting power of the voting
securities of the Company outstanding immediately before such merger or
consolidation; or (B) a complete liquidation or dissolution or an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company.


Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
thirty-three percent (33%) or more of the combined voting power of the then
outstanding securities of the Company are acquired by:  (x) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained for employees of
the Company or a Related Corporation; or (y) any corporation which,
immediately prior to such acquisition, is owned directly or indirectly by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company immediately prior to such acquisition.


(d)           “Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the rules and regulations promulgated thereunder.


(e)           “Committee” means a committee appointed by the Board to
administer the Plan, or if no Committee is appointed, the Board.  Each member of the Committee shall be
(i) a “non-employee director” for purposes of Section 16 and Rule 16b-3 of
the Exchange Act, and (ii) an “outside director” for purposes of Section
162(m) of the Code, unless the Board has fewer than two (2) such outside
directors.


(f)            “Disability” means a physical or mental disability (within
the meaning of Section 22(e)(3) of the Code) which impairs the individual’s
ability to substantially perform his or her current duties for a period of at
least twelve (12) consecutive months, as determined by the Committee.


(g)           “Effective Date” means                                        ,
which was the date that the Plan was adopted by the Board.


(h)           “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated
thereunder.


(i)            “Fair Market Value” means as of any date, the value of a
share of the Company’s common stock determined as follows:


(i)            if
such common stock is then quoted on the NASDAQ National Market, its last
reported sale price on the NASDAQ National Market on such date or, if no such
reported sale takes place on such date, the average of the closing bid and
asked prices;


(ii)           if
such common stock is publicly traded and is then listed on a national
securities exchange, the last reported sale price on such date or, if no such
reported sale takes place on such date, the average of the closing bid and
asked prices on the principal national securities exchange on which the common
stock is listed or admitted to trading;


(iii)          if
such common stock is publicly traded but is not quoted on the NASDAQ National
Market nor listed or admitted to trading on a national securities exchange, 



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the
average of the closing bid and asked prices on such date, as reported by The
Wall Street Journal, for the over-the-counter market; or


(iv)          if
none of the foregoing is applicable, by the Board of Directors of the Company
in good faith.


(j)            “Incentive Stock Option” means an award under the Plan that
satisfies the general requirements of Section 422 of the Code,
namely:  (i) grantees must be
employees; (ii) the exercise price may not be less than the fair market
value of the underlying Shares at the date of grant; (iii) no more than
$100,000 worth of Shares may become exercisable in any year; (iv) the
maximum duration of an award may be ten (10) years; (v) awards must be
exercised within three (3) months after termination of employment, except in
the event of Disability or death; and (vi) Shares received upon exercise
must be retained for the greater of two (2) years from the date of grant or one
(1) year from the date of exercise.


(k)           “Nonqualified Option” means an option award under the Plan
that is not an Incentive Stock Option.


(l)            “Related Corporation” means any corporation, bank or other
entity which would be a parent or subsidiary corporation with respect to the
Company as defined in Section 424(e) or (f), respectively, of the Code.


(m)          “Retirement” means Termination of Service, other than for
Cause, after attainment of age sixty-five (65) for directors, officers,
employees, consultants and advisors.


(n)           “Restricted Stock” means an award of Shares under the Plan
that are restricted as to transfer and subject to forfeiture.


(o)           “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange
Act, as amended from time to time.


(p)           “Shares” means shares of the common stock, $.01 par value per
share, of the Company.


(q)           “Stock Appreciation Rights” means rights entitling the
grantee to receive the appreciation in the market value of a stated number of
Shares.


(r)            “Securities Act” means the Securities Act of 1933, as amended
from time to time, and the rules and regulations promulgated thereunder.


(s)           “Termination of Service” means the termination of a person’s
status as a director, officer, employee, advisor or consultant of the Company
or a Related Corporation.


Section 3.              Administration
of the Plan.


The Plan shall be administered by the Board, or a
committee appointed by the Board.  The
Board, or the Committee, as the case may be, shall have sole authority to:



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(a)           select
the directors, officers, employees, consultants and advisors to whom awards
shall be granted under the Plan;


(b)           establish
the amount and conditions of each such award;


(c)           prescribe
any legend to be affixed to certificates representing such awards;


(d)           interpret
the Plan;


(e)           correct
any defect, supply any omission, or reconcile any inconsistency in the Plan,
any award or any agreement related thereto; and


(f)            adopt
such rules, regulations, forms and agreements, not inconsistent with the
provisions of the Plan, as it may deem advisable to carry out the Plan.


All
decisions made by the Board, or the Committee, as the case may be, in
administering the Plan shall be final.


Section 4.              Shares
Subject to the Plan.


The aggregate number of Shares that may be obtained by
directors, officers, employees, consultants and advisors under the Plan shall
be 2,000,000 Shares.  Each person is
eligible to receive awards with respect to an aggregate maximum of 1,000,000
Shares over the term of the Plan.  Any
Shares that remain unissued at the termination of the Plan shall cease to be
subject to the Plan, but until termination of the Plan, the Company shall at
all times make available sufficient Shares to meet the requirements of the
Plan.


Section 5.              Stock
Options.


(a)           Type
of Options.  The Board may issue
options that constitute Incentive Stock Options to officers and employees and
Nonqualified Options to directors, officers, employees, consultants and
advisors of the Company and the Related Corporations; provided that such
consultants and advisors render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction.  The grant of each option shall be confirmed
by a stock option agreement that shall be executed by the Company and the
optionee as soon as practicable after such grant.  The stock option agreement shall expressly
state or incorporate by reference the provisions of the Plan and state whether
the option is an Incentive Stock Option or a Nonqualified Option.


(b)           Terms
of Options.  Except as provided in
paragraphs (c) and (d) of this Section, each option granted under the Plan
shall be subject to the terms and conditions set forth by the Board in the
stock option agreement including, without limitation, option price, vesting
schedule and option term.


(c)           Additional
Terms Applicable to All Options. 
Each option shall be subject to the following terms and conditions:


(i)            Written
Notice.  An option may be exercised
only by giving written notice to the Company specifying the number of Shares to
be purchased.  The Committee may specify
a 



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reasonable
minimum number of Shares that may be purchased on any exercise of an option; provided
that the minimum number will not prevent the option holder from exercising an
option for the full number of Shares for which it is then exercisable.


(ii)           Method
of Exercise. Except as otherwise provided in any written option agreement,
the exercise price of an option shall be paid in full (i) in cash; (ii) in
Common Stock valued at its Fair Market Value on the date of exercise, provided
it has been owned by the optionee for at least six (6) months prior to the
exercise; (iii) in cash by an unaffiliated broker-dealer to whom the holder of
the option has submitted an exercise notice consisting of a fully endorsed
option; (iv) by agreeing to surrender SARs then exercisable by him valued at
their Fair Market Value on the date of exercise; (v) by such other medium of
payment as the Committee, in its discretion, shall authorize; or (vi) by any
combination of clauses (i) through (v) above, as the optionee shall elect.  In the case of payment pursuant to clauses
(ii) through (v) above, the optionee’s election must be made on or prior to the
date of exercise of the option and must be irrevocable.  In lieu of a separate election governing each
exercise of an option, an optionee may file a blanket election that shall govern
all future exercises of options until revoked by the optionee.


(iii)          Term
of Option.  An option shall be
exercisable as provided under the Plan or by the Board.


(iv)          Disability
or Death of Optionee.  If an optionee’s
Termination of Service occurs due to Retirement, Disability or death prior to
exercise in full of any options, he or she, or his or her beneficiary,
executor, administrator or personal representative, shall have the right to
exercise the options within a period of twelve (12) months after the date of
such termination to the extent that the right was exercisable at the date of
such termination as provided in the stock option agreement, or as may otherwise
be provided by the Board.


(v)           Transferability.  No option may be transferred, assigned or
encumbered by an optionee, except:  (A) by
will or the laws of descent and distribution; (B) by gifting for the
benefit of descendants for estate planning purposes; or (C) pursuant to a
certified domestic relations order.


(d)           Additional
Terms Applicable to Incentive Options. 
Each Incentive Option shall be subject to the following terms and
conditions:


(i)            Option
Price.  The option price per Share
shall be 100% of the fair market value of a Share on the date the option is
granted.  Notwithstanding the preceding
sentence, the option price per Share granted to an individual who, at the time
such option is granted, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company (a “10% Stockholder”) shall not be less than 110% of the fair
market value of a Share on the date the option is granted.


(ii)           Term
of Option.  No option may be
exercised more than ten (10) years after the date of grant.  No option granted to a 10% Stockholder may be
exercised more than five (5) years after the date of grant.  Notwithstanding any other provisions hereof,
no option may be exercised more than three (3) months after the optionee
terminates employment with the 



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Company,
except in the event of death or Disability, in which case the option may be
exercised as provided in subparagraph (c)(iv) of this Section.


(iii)          Annual
Exercise Limit.  The aggregate fair
market value of Shares which first become exercisable during any calendar year
shall not exceed $100,000.  For purposes
of the preceding sentence, the fair market value of each Share shall be
determined on the date the option with respect to such Share is granted.


(iv)          Transferability.  No option may be transferred, assigned or
encumbered by an optionee, except by will or the laws of descent and
distribution, and during the optionee’s lifetime an option may only be
exercised by him or her.


(v)           Notice
of Disqualifying Dispositions.  If an
optionee sells or otherwise disposes of any Shares acquired pursuant to the
exercise of an Incentive Option on or before the later of (1) the date two
(2) years after the date of grant, and (2) the date one year after the exercise
of the Incentive Option (in either case, a “Disqualifying Disposition”), the
optionee must immediately notify the Company in writing of such disposition.  The optionee may be subject to income tax
withholding by the Company on the compensation income recognized by the
optionee from the Disqualifying Disposition.


Section 6.              Restricted
Stock Awards.


(a)           Grants.  An award of Restricted Stock under the Plan (“RSAs”) shall be evidenced by a written agreement in such
form and consistent with the Plan as the Board shall approve from time to
time.  A grantee can accept an RSA only
by signing and delivering to the Company a purchase agreement in such form as
the Board shall establish, and full payment of the purchase price, within
thirty (30) days from the date the RSA agreement was delivered to the
grantee.  If the grantee does not accept
the RSA in this manner within thirty (30) days, then the offer of the RSA will
terminate, unless the Committee determines otherwise.


(b)           Restriction
Period.  RSAs awarded under the Plan
shall be subject to such terms, conditions and restrictions as shall be
determined by the Board at the time of grant, including, without limitation:  (i) prohibitions against transfer; (ii) substantial
risks of forfeiture; (iii) attainment of performance objectives; and (iv) repurchase
by the Company or right of first refusal for such period or periods as shall be
determined by the Board.  The Board shall
have the power to permit, in its discretion, an acceleration of the expiration
of the applicable restriction period with respect to any part or all of the
RSAs awarded to a grantee.


(c)           Restrictions
Upon Transfer.  RSAs awarded, and the
right to vote underlying Shares and to receive dividends thereon, may not be
sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise
encumbered during the restriction period applicable to such Shares,
except:  (i) by will or the laws of
descent and distribution; (ii) by gifting for the benefit of descendants
for estate planning purposes; or (iii) pursuant to a certified domestic
relations order.  Subject to the
foregoing, and except as otherwise provided in the Plan, the grantee shall have
all the other rights of a stockholder including, without limitation, the right
to receive dividends and the right to vote such Shares.



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(d)           Lapse
of Restrictions.  Each restricted
stock agreement shall specify the terms and conditions upon which any
restrictions upon Shares awarded under the Plan shall lapse, as determined by
the Board.  Upon the lapse of such
restrictions, Shares, free of the foregoing restrictive legend, shall be issued
to the grantee or his or her legal representative.


(e)           Termination
Prior to Lapse of Restrictions.  In
the event of a grantee’s Termination of Service prior to the lapse of
restrictions applicable to any RSAs awarded to such grantee, all Shares as to
which there still remain restrictions shall be forfeited by such grantee
without payment of any consideration to the grantee, and neither the grantee
nor any successors, heirs, assigns, or personal representatives of such grantee
shall thereafter have any further rights or interest in such Shares or
certificates.


Section 7.              Stock
Appreciation Rights.


(a)           Grants.  An award of Stock Appreciation Rights under
the Plan (“SARs”) may be granted separately
or in tandem with or by reference to an option granted prior to or
simultaneously with the grant of such rights, to such eligible directors,
officers, employees, consultants and advisors as may be selected by the Board,
and shall be evidenced by a written agreement in such form and consistent with
the Plan as the Board shall approve from time to time.


(b)           Terms
of Grant.  SARs may be granted in
tandem with or with reference to a related option, in which event the grantee
may elect to exercise either the option or the SAR, but not both, as to the
same Share subject to the option and the SAR, or the SAR may be granted
independently of a related option.  SARs
shall not be transferable, except:  (i) by
will or the laws of descent and distribution; (ii) by gifting for the
benefit of descendants for estate planning purposes; or (iii) pursuant to
a certified domestic relations order.


(c)           Payment
on Exercise.  Upon exercise of a SAR,
the grantee shall be paid the excess of the then fair market value of the
number of Shares to which the SAR relates over the fair market value of such
number of Shares at the date of grant of the SAR or of the related option, as
the case may be.  Such excess shall be
paid in cash or in such other form as the Board shall determine.


Section 8.              Right
of First Refusal


(a)           Restrictions
on Transfer.  As a condition to the
receipt of any award under this Plan and without the express prior written
consent of the Company, an owner of any Shares issued under the Plan (“Plan Shares”) shall not sell any Plan Shares without first
complying with the terms of this Section. 
The terms of this Section shall apply if any Shares issued under the
Plan are not readily tradable on an established market on the date an owner
intends to sell such Shares.  Any owner
of Plan Shares (the “Owner”) who
receives a bona fide offer to purchase all of any portion of the Owner’s Plan
Shares (the “Offer”) shall first offer the Plan
Shares to the Company in accordance with the terms of this Section.  The Owner shall give written notice to the
Company stating that he or she has received the Offer, stating the number of Plan
Shares to be sold, the name and address of the person(s) making the Offer and
the purchase price and terms of payment described in the Offer.  The Company or any assignee named by the
Company shall have sixty (60) days to exercise the Company’s right to purchase
the Plan Shares which are the 



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subject
of the Offer.  If the Company assigns
such right to purchase, then such assignee shall have all of the rights of the
Company with respect to such right to purchase as described in this Section.  If neither the Company nor any assignee of
the Company decides to purchase the Plan Shares, the Owner may accept the Offer
and sell the Plan Shares, but only in strict accordance with the terms of the
Offer and only if consummated within sixty (60) days after the expiration of
the Company’s and assignee’s 60-day exercise period.  If the Company decides to purchase the Plan
Shares, it may make payment to the Owner in a lump sum or, if the lump sum
exceeds $50,000, in substantially equal annual or more frequent installments
over a period not exceeding three (3) years in the discretion of the
Board.  If a method of deferred payment
is selected, the unpaid balance shall earn interest at a rate that is
substantially equal to the rate at which the Company could borrow the amount
due and shall be secured by a pledge of the Plan Shares purchased or such other
adequate security as agreed to by the Company and the Owner.  For purposes of this Section, the Owner shall
include any person who acquires Shares from any other person and for any
reason; including, without limitation, by gift, death or sale.


(b)           Legends.  Each certificate issued by the Company that
represents any Plan Shares shall bear the following legends:


“This certificate and the
shares represented hereby are subject to the terms and conditions (including
forfeiture and restrictions against transfer) contained in the Main Street
Trust, Inc. 2000 Stock Incentive Plan. 
Release from such terms and conditions shall be obtained only in
accordance with the provisions of such Plan, a copy of which is on file in the
office of the Secretary of said Company.”


“The shares represented
by this certificate have not been registered under the Securities Act of 1933,
as amended (the “Act”), or any applicable state law, and such shares may not be
sold or otherwise transferred unless (a) they are registered under the Act and
any applicable state law or (b) such sale or transfer is exempt from such
registration.”


Section 9.              Amendment
or Termination of the Plan


The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, but (except as provided in Section 13 below) no amendment shall be made without
approval of the stockholders of the Company which shall:  (a) materially increase the aggregate
number of Shares with respect to which Incentive Stock Option awards may be
made under the Plan; or (b) change the class of persons eligible to
receive Incentive Stock Option awards under the Plan; provided,
however, that no amendment, suspension or termination shall impair
the rights of any individual, without his or her consent, in any award
theretofore made pursuant to the Plan.


Section 10.            Term
of Plan.


The Plan shall be effective upon the date of its
adoption by the Board; provided that Incentive Stock Options may be granted
only if the Plan is approved by the stockholders within twelve (12) months
before or after the date of adoption by the Board.  Unless sooner terminated under the provisions
of Section 9 above, options, RSAs and
SARs shall not be granted under the Plan after the expiration of ten (10) years
from the Effective Date.  However, awards
may be exercisable after the end of the term of the Plan.



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Section 11.            Rights
as Stockholder.


Upon delivery of any Share to a director, officer,
employee, consultant or advisor, such person shall have all of the rights of a
stockholder of the Company with respect to such Share, including the right to
vote such Share and to receive all dividends or other distributions paid with
respect to such Share.


Section 12.            Merger
or Consolidation.


In the event the Company is merged or consolidated
with another corporation and the Company is not the surviving corporation, the
surviving corporation may agree to exchange options and SARs issued under this
Plan for options and SARs (with the same aggregate option price) to acquire and
participate in that number of shares in the surviving corporation that have a
fair market value equal to the fair market value (determined on the date of
such merger or consolidation) of Shares that the grantee is entitled to acquire
and participate in under this Plan on the date of such merger or
consolidation.  In the event of a Change
of Control, options and SARs shall become immediately and fully exercisable.


Section 13.            Changes
in Capital and Corporate Structure.


The aggregate number of Shares and interests awarded
and which may be awarded under the Plan shall be adjusted to reflect a change
in the outstanding Shares of the Company by reason of a recapitalization,
reclassification, reorganization, stock split, reverse stock split, combination
of shares, stock dividend or similar transaction.  The adjustment shall be made in an equitable
manner which will cause the awards and the economic benefits thereof to remain
unchanged as a result of the applicable transaction.


Section 14.            Assumption
of Awards by the Company.


The Company, from time to time, may substitute or
assume outstanding awards granted by it or another company, whether in
connection with an acquisition of another company or otherwise, by either
(a) granting an Award under the Plan in substitution of such other company’s
award, or (b) assuming such award as if it had been granted under the Plan
if the terms of such assumed award could be applied to an Award granted under
the Plan.  Such substitution or
assumption shall be permissible if the holder of the substituted or assumed
award would have been eligible to be granted an Award under the Plan if the
other company had applied the rules of the Plan to such grant.  In the event the Company assumes an award
granted by another company, the terms and conditions of such award shall remain
unchanged (except that the exercise price and the number and nature of Shares
issuable upon exercise of any such option will be adjusted appropriately
pursuant to Section 424(a) of the Code). 
In the event the Company elects to grant a new option rather than
assuming an existing option, such new option may be granted with a similarly
adjusted exercise price.


Section 15.            Service.


An individual shall be considered to be in the service
of the Company or a Related Corporation as long as he or she remains a
director, officer, employee, consultant or advisor of the Company or such
Related Corporation.  Nothing herein
shall confer on any individual the 



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right
to continued service with the Company or a Related Corporation or affect the
right of the Company or such Related Corporation to terminate such service.


Section 16.            Withholding
of Tax.


(a)           Generally.  To the extent the award, issuance, vesting or
exercise of option, RSAs or SARs results in the receipt of compensation by a
director, officer, employee, consultant or advisor, the Company may require the
director, officer, employee, consultant or advisor to pay to the Company or the
grantee may authorize the Company to withhold a portion of any cash
compensation then or thereafter payable to such person, an amount, sufficient
to satisfy federal, state and local withholding tax requirements prior to the
delivery of any certificate for the Shares. 
If an award is to be paid in cash, the payment will be net of an amount
sufficient to satisfy such tax withholding obligations


(b)           Stock
Withholding.  To the extent a grantee
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the grantee is obligated to pay the
Company the amount required to be withheld, the Board may, in its sole
discretion, allow the grantee to satisfy the minimum withholding tax obligation
by electing to have the Company withhold from the Shares to be issued that
number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined.  All
elections by a grantee to have Shares withheld for this purpose shall be made
in writing in a form acceptable to the Board.


Section 17.            Delivery
and Registration of Stock.


The Company’s obligation to deliver Shares with
respect to an award shall, if the Board so requests, be conditioned upon the
receipt of a representation as to the investment intention of the individual to
whom such Shares are to be delivered, in such form as the Board shall determine
to be necessary or advisable to comply with the provisions of the Securities
Act or any other federal, state or local securities legislation or regulation.  It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other
action eliminating the necessity of such representation under securities
legislation.  The Company shall not be
required to deliver any Shares under the Plan prior to:  (a) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed, and (b) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Board shall determine to be
necessary or advisable.  The Plan is
intended to comply with Rule 16b-3, if applicable.  Any provision of the Plan which is inconsistent
with said rule shall, to the extent of such inconsistency, be inoperative and
shall not affect the validity of the remaining provisions of the Plan.


 



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