Exhibit 10.2


 


PREMIER COMMERCIAL BANK, N.A.


 


2001 STOCK OPTION PLAN


 


1.                                      Purpose


 


The purpose of the Premier Commercial Bank, N.A. 2001 Stock Option Plan
(the “Plan”) is to strengthen Premier Commercial Bank, N.A. (the “Bank”) and
those corporations which are or hereafter become subsidiary corporations [as
that term is defined in Section 424(f) of the Internal Revenue Code
of 1986, as amended from time to time 
(the “Code”)] of the Bank by providing an additional means of attracting
and retaining competent officers, directors and key employees and by providing
to such persons added incentive for high levels of performance. The Plan seeks
to accomplish these purposes and achieve these results by providing a means
whereby such persons may purchase shares of the common stock of the Bank
pursuant to options granted in accordance with the Plan.


 


Options granted pursuant to the Plan are intended to be either “incentive
stock options” within the meaning of Section 422 of the Code, or “nonqualified
stock options”, as shall be determined and designated upon the grant of each
option hereunder.


 


2.                                      Administration


 


The Plan shall be administered by the Board of Directors (the “Board”).
Any action of the Board with respect to the administration of the Plan shall be
taken pursuant to a majority vote, or the unanimous written consent, of its
members. Subject to the express provisions of the Plan, the Board shall have
the authority to construe and interpret the Plan, define the terms used
therein, prescribe, amend and rescind, the rules and regulations relating
to administration of the Plan, and make all other determinations necessary or
advisable for administration of the Plan.


 

















 


All decisions, determinations, interpretations or other actions by the
Board shall be final, conclusive and binding on all persons, optionees,
grantees, subsidiary corporations of the Bank and any successors-in-interest to
such parties.


 


3.                                      Incentive
Stock Options


 


All options granted which are designated at the time of grant as an “incentive
stock option” shall be deemed an incentive stock option.


 


(a)                                 Incentive
stock options granted under the Plan are intended to be qualified under Section 422
of the Code.


 


(b)                                 Officers
and key employees of the Bank or a subsidiary corporation shall be eligible for
selection to participate in the incentive stock option portion of the Plan. No
director of the Bank who is not also an officer or employee of the Bank or a
subsidiary corporation, may be granted an incentive stock option hereunder.
Subject to the express provisions of the Plan, the Board shall (i) select
from the eligible class of employees to whom incentive stock options shall
be granted and make appropriate grants of incentive stock options to those
selected, (ii) determine the discretionary terms and provisions of the
respective incentive stock option agreements (which need not be identical), (iii) determine
the times at which such incentive stock options shall be granted, and (iv) determine
the number of shares subject to each incentive stock option. An individual who
has been granted an incentive stock option may, if he or she is otherwise
eligible under the Plan, be granted additional incentive stock options if the
Board shall so determine.


 


(c)                                  Except
as described in subsection (e) below, the Board shall not grant an
incentive stock option to purchase shares of the Bank’s common stock to any
individual who, at the time of the grant, owns stock possessing more than 10%
of the total combined voting power or value of all


 


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classes of stock of the Bank or a subsidiary corporation. The
attribution rules of Section 424(d) of the Code shall apply in
the determination of ownership of stock for these purposes.


 


(d)                                 The
aggregate fair market value (determined as of the time the incentive stock
option is granted) of stock with respect to which incentive stock options are
exercisable for the first time by an individual during any calendar year (under
all plans of the Bank and its subsidiary corporations, if any) shall not exceed
$100,000, plus any greater amount as may be permitted under subsequent
amendments to the Code.


 


(e)                                  The
purchase price of stock subject to each incentive stock option shall be
determined by the Board, but shall not be less than one hundred percent (100%)
of the fair market value of such stock at the time such option is granted,
except, in the case of optionees who at the time of the grant own more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Bank or a subsidiary corporation, in which case the purchase price of the stock
shall not be less than one hundred ten percent (110%) of the fair market value
of such stock at the time such option is granted and the term of such option
shall be for no more than five (5) years. The fair market value of such
stock shall be determined in accordance with any reasonable valuation method,
including the valuation methods described in Treasury Regulation Section 20.2031-2.


 


4.                                      Nonqualified
Stock Options


 


(a)                                 All
options granted which are (i) in excess of the aggregate fair market value
limitations set forth in Section 3(d) hereof, (ii) designated at
the time of the grant as “nonqualified”, or (iii) intended to be incentive
stock options but do not meet the requirements of incentive stock options,
shall be deemed nonqualified stock options. Nonqualified stock options granted
hereunder shall be so designated in the nonqualified stock option agreement
entered into between the Bank and the optionee.


 


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(b)                                 Directors,
officers and key employees of the Bank or a subsidiary corporation shall be
eligible for selection to participate in the nonqualified stock option portion
of the Plan. Subject to the express provisions of the Plan, the Board shall (i) select
from the eligible class of individuals to whom nonqualified stock options
shall be granted and make appropriate grants of nonqualified stock options to
those selected, (ii) determine the discretionary terms and provisions of
the respective nonqualified stock option agreements (which need not be
identical), (iii) determine the times at which such nonqualified stock
options shall be granted, and (iv) determine the number of shares subject
to each nonqualified stock option. An individual who has been granted a
nonqualified stock option may, if he or she is otherwise eligible under the
Plan, be granted additional nonqualified stock options if the Board shall so
determine.


 


(c)                                  The
purchase price of stock subject to each nonqualified stock option shall be
determined by the Board, but shall not be less than one hundred percent (100%)
of the fair market value of such stock at the time such option is granted. The
fair market value of such stock shall be determined in accordance with any
reasonable valuation method, including the valuation methods described in
Treasury Regulation 20.2031-2.


 


5.                                      Stock
Subject to the Plan


 


Subject to adjustments as provided in Section 12, hereof, the
stock to be offered under the Plan shall be shares of the Bank’s authorized but
unissued common stock (hereinafter called “stock”) and the aggregate amount of
stock to be delivered upon exercise of all options granted under the Plan shall
not exceed 220,000 shares. If any option shall be canceled, surrendered or
expire for any reason without having been exercised in full, the underlying
shares subject thereto shall again be available for purposes of the Plan.


 


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6.                                      Continuation
of Employment


 


Nothing contained in the Plan (or in any option agreement) shall
obligate the Bank or a subsidiary corporation to employ any optionee for any
period or interfere in any way with the right of the Bank or a subsidiary
corporation to reduce the optionee’s compensation. However, the Bank may not
reduce the terms of any option without the approval of the optionee.


 


7.                                      Exercise
of Options


 


No option shall be exercisable until all necessary regulatory and
shareholder approvals of the Plan are obtained. Except as otherwise provided in
this section, each option shall be exercisable in such installments, which need
not be equal, and upon such contingencies as the Board, shall determine;
provided, however, that if an optionee shall not in any given installment
period purchase all of the shares which the optionee is entitled to purchase in
such installment period, the optionee’s right to purchase any shares not
purchased in such installment period shall continue until expiration or
termination of such option. Notwithstanding the foregoing, the options shall
vest at the rate of no greater than 33 1/3% per year over a three year period
from the date the option is granted.


 


Fractional share interests shall be disregarded, except that they may be
accumulated. Not fewer than ten (10) shares may be purchased at any
one time, unless the number of shares purchased is the total number of shares
which is exercisable at such time, and in no event may the option be
exercised with respect to fractional shares. Options may be exercised by
written notice delivered to the Bank stating the number of shares with respect
to which the option is being exercised, together with the full purchase price
for such shares. Payment of the option price in full, for the number of shares
to be delivered, must be made in cash or by cashier’s check. If the option is
being exercised by any person other than the optionee, said notice shall be
accompanied by proof, satisfactory to counsel for the Bank, of the right of
such person to exercise the option. Optionees will have no


 


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rights as shareholders with respect to stock of the Bank subject to
their stock option agreements until the date of issuance of the stock
certificate to them.


 


8.                                      Nontransferability
of Options


 


Each option shall, by its terms, be nontransferable by the optionee
other than by will or the applicable laws of descent and distribution, and
shall be exercisable during his or her lifetime only by the optionee.


 


9.                                      Cessation
of Directorship or Employment


 


Except as provided in Sections 10 and 20 hereof, if an optionee ceases
to be an employee or director of the Bank or a subsidiary corporation for any
reason other than his or her disability (as defined in Section 22(e)(3) of
the Code) or death, the optionee’s option shall expire three (3) months
after the date of termination of such directorship or employment. During the
period after cessation of directorship or employment, such option shall be
exercisable only as to those installments, if any, which have accrued and/or
vested as of the date on which the optionee ceased to be an employee or
director of the Bank or a subsidiary corporation.


 


10.                               Termination
of Employment for Cause


 


If the stock option agreement so provides and if an optionee’s
employment by the Bank or a subsidiary corporation is terminated for cause, the
optionee’s option shall expire immediately; provided, however, the Board may,
in its sole discretion, within thirty (30) days of such termination, reinstate
the option by giving written notice of such reinstatement to the optionee at
the optionee’s last known address. In the event of reinstatement, the optionee may exercise
the option only to such extent, for such time, and upon such terms and
conditions as if he or she had ceased to be employed


 


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by the Bank or a subsidiary corporation upon the date of such
termination for a reason other than cause, disability or death. Termination for
cause shall include, but not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of a crime
involving moral turpitude, and, in any event, the determination of the Board
with respect thereto shall be final and conclusive.


 


11.                               Disability
or Death of Optionee


 


If any optionee dies while serving as an employee or director of the
Bank or a subsidiary corporation, the option shall expire one (1) year
after the date of such death, except as provided in Section 20 hereof. After
such death but before such expiration, the persons to whom the optionee’s
rights under the option shall have passed by will or the applicable laws of
descent and distribution or the executor or administrator of optionee’s estate
shall have the right to exercise such option to the extent that installments,
if any, had accrued and/or vested as of the date on which the optionee ceased
to be an employee or director of the Bank or a subsidiary corporation.


 


If the optionee shall terminate his or her employment or directorship
because of disability (as defined in Section 22(e)(3) of the Code),
the optionee may exercise this option to the extent he or she is entitled
to do so at the date of termination, at any time within one (1) year of
the date of termination, except as provided in Section 20 hereof.


 


If any optionee dies during the three (3) month period referred to
in Section 9 hereof, the option shall expire one (1) year after the
date of such death, except as provided in Section 20 hereof.


 


12.                               Adjustment
Upon Changes in Capitalization


 


If the outstanding shares of the stock of the Bank are increased,
decreased, changed into or exchanged for a different number or kind of shares
or securities of the Bank through reorganization,


 


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merger, recapitalization, reclassification, stock split, stock
dividend, stock consolidation or otherwise, without consideration to the Bank,
an appropriate and proportionate adjustment shall be made in the number and
kind of shares as to which options may be granted. A corresponding
adjustment changing the number or kind of shares and the exercise price per
share allocated to unexercised options or portions thereof, which shall have
been granted prior to any such change shall likewise be made. Any such
adjustment, however, in an outstanding option shall be made without change in
the total price applicable to the unexercised portion of the option, but with a
corresponding adjustment in the price for each share subject to the option. Any
adjustment under this Section 12 shall be made by the Board, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock shall be issued or
made available under the Plan on account of any such adjustment, and fractional
share-interests shall be disregarded, except that they may be accumulated.


 


13.                               Terminating
Events


 


A Terminating Event shall be defined as any one of the following
events: (i) a dissolution or liquidation of the Bank; (ii) a
reorganization, merger or consolidation of the Bank with one or more
corporations, the result of which (A) the Bank is not the surviving
corporation, or (B) the Bank becomes a subsidiary of another corporation
(which shall be deemed to have occurred if another corporation shall own
directly or indirectly, over 51% of the aggregate voting power of all
outstanding equity securities of the Bank); (iii) a sale of substantially
all the assets of the Bank to another corporation; or (iv) a sale of the
equity securities of the Bank representing more than 51% of the aggregate
voting power of all outstanding equity securities of the Bank to any person or
entity, or any group of persons and/or entities acting in concert. When the
Bank knows that a Terminating Event will occur (i) the Bank shall deliver
to each optionee no less than thirty (30) days prior to the


 


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Terminating Event, written notification of the Terminating Event and
the optionee’s right to exercise all options granted pursuant to the Plan,
whether or not vested under the Plan or applicable stock option agreement, and (ii) all
outstanding options granted pursuant to the Plan shall completely vest and
become immediately exercisable as to all shares granted pursuant to the option
immediately prior to such Terminating Event. This right of exercise shall be
conditional upon execution of a final plan of dissolution or liquidation or a
definitive agreement of consolidation or merger. Upon the occurrence of the
Terminating Event all outstanding options and the Plan shall terminate;
provided, however, that any outstanding options not exercised as of the
occurrence of the Terminating Event shall not terminate if there is a successor
corporation which assumes the outstanding options or substitutes for such
options, new options covering the stock of the successor corporation with
appropriate adjustments as to the number and kind of shares and prices.


 


14.                               Amendment
and Termination


 


The Board may at any time suspend, amend or terminate the Plan and
may, with the consent of the optionee, make such modification of the terms and
conditions of the option as it shall deem advisable; provided that, except as
permitted under the provisions of Sections 12 and 13 hereof, no amendment or
modification which would:


 


(a)                                 increase the maximum
number of shares which may be purchased pursuant to options granted under
the Plan either in the aggregate or by an individual;


 


(b)                                 change the minimum
option price;


 


(c)                                  increase the maximum
term of options provided for herein; or


 


(d)                                 permit options to be
granted to anyone other than officers, directors or key employees of the Bank
or a subsidiary corporation;


 


may be adopted without the Bank having first obtained any
necessary regulatory and shareholder approvals required by law.


 


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No option may be granted during any suspension or after
termination of the Plan. Amendment, suspension or termination of the Plan shall
not (except as otherwise provided in Section 12 hereof), without the
consent of the optionee, alter or impair any rights or obligations under any
option theretofore granted.


 


15.                               Time
of Granting Options


 


The time an option is granted, sometimes referred to as the date of
grant, shall be the day of the action of the Board described in Sections 3(b) and
4(b) hereof; provided, however, that if appropriate resolutions of the
Board indicate that an option is granted as of and on some future date, the
time such option is granted shall be such future date. If action by the Board
is taken by unanimous written consent of its members, the action of the Board
shall be deemed to be at the time the last Board member signs the consent.


 


16.                               Privileges
of Stock Ownership; Securities Law Compliance; Notice of Sale


 


No optionee shall be entitled to the privileges of stock ownership as
to any shares of stock not actually issued. No shares shall be purchased upon
the exercise of any option unless and until the Bank has fully complied with
all applicable requirements of any regulatory agency having jurisdiction over
the Bank, and all applicable requirements of any exchange upon which stock of
the Bank may be listed. The optionee shall give the Bank notice of any
sale or disposition of any such shares not more than five (5) days after
such sale or disposition.


 


17.                               Effective
Date of the Plan


 


The Plan shall be deemed adopted by the Board as of November 7,
2001 and shall be effective immediately subject to approval by the shareholders
of the Bank within twelve months of


 


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the date the Plan is adopted, by the vote of a majority of the
outstanding shares represented and voting at a meeting of shareholders at which
a quorum is present, or by the written consent vote of the holders of a
majority of the outstanding shares of the Bank’s stock.


 


18.                               Termination


 


Unless previously terminated by the Board, the Plan shall terminate at
the close of business on November 7 , 2011. No options shall be granted
under the Plan thereafter, but such termination shall not affect any option
theretofore granted.


 


19.                               Option
Agreement


 


Each option shall be evidenced by a written stock option agreement
executed by the Bank and the optionee and shall contain each of the provisions
and agreements herein specifically required to be contained therein, and such
other terms and conditions as are deemed desirable and are not inconsistent
with the Plan. Each incentive stock option agreement shall contain such terms
and provisions as the Board may determine to be necessary in order to
qualify such option as an incentive stock option within the meaning of Section 422
of the Code.


 


20.                               Option
Period


 


Each option and all rights and obligations thereunder shall expire on
such date as the Board may determine, but not later than ten (10) years
from the date such option is granted, and shall be subject to earlier
termination as provided elsewhere in the Plan.


 


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21.                               Exculpation
and Indemnification


 


To the extent permitted by applicable law in effect from time to time,
no member of the Board shall be liable for any act or omission of any other
member of the Board nor for any act or omission on the member’s own part,
except the member’s own willful misconduct or gross negligence. The Bank and
its subsidiary corporations shall pay expenses incurred by, and satisfy a
judgment or fine rendered or levied against, a present or former member of the
Board in any action brought by a third party against such person (whether or
not the Bank is joined as a party defendant) to impose a liability or penalty
on such person while a member of the Board arising with respect to the Plan or
administration thereof or out of membership on the Board , or all or any
combination of the preceding; provided, the Board determines in good faith that
such member of the Board was acting in good faith, within what such member of
the Board reasonably believed to be the scope of his or her employment or
authority, and for a purpose which he or she reasonably believed to be in the
best interests of the Bank or its shareholders. Payments authorized hereunder
include amounts paid and expenses incurred in settling any such action or
threatened action. This Section 21 does not apply to any action instituted
or maintained in the right of the Bank by a shareholder or holder of a voting
trust certificate representing shares of the Bank or a subsidiary corporation
thereof. The provisions of this Section 21 shall apply to the estate,
executor, administrator, heirs, legatees or devisees of a member of the Board,
and the term “person” as used in this Section 21 shall include the estate,
executor, administrator, heirs, legatees or devisees of such person.


 


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22.                               Regulatory
Capital Requirements


 


Notwithstanding the foregoing provisions, in the event the Bank’s
capital falls below the minimum requirements as determined by the Office of the
Comptroller of the Currency or the Bank’s primary federal regulator, the Bank’s
primary federal regulator may direct the Bank to require the optionees to
either exercise or forfeit their options.


 


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SECRETARY’S CERTIFICATE OF ADOPTION


 


 


I, the undersigned, do hereby certify:


 


1.                                      That I am the
duly elected and acting Secretary of Premier Commercial Bank, N.A. (the “Bank”);
and


 


2.                                      That the
foregoing Premier Commercial Bank, N.A. 2001 Stock Option Plan was duly adopted
by the Board of Directors at a meeting duly called as required by law and
convened on the 7th day of November, 2001.


 


IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the
seal of the Bank this 7th day of November, 2001.


 


	
   

  	
   

  	
  /s/ Leslée A. Hoppe

  	
   

  	
   

  
	
   

  	
   

  	
  Leslée A. Hoppe, Secretary

  	
   

  



 


(Seal)


 


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AMENDMENT NO. 1 TO


PREMIER COMMERCIAL BANK, N.A.


2001 STOCK OPTION PLAN


 


Paragraph 5 of the Premier Commercial Bank, N.A. 2001 Stock Option Plan
shall be amended to read in its entirety as follows:


 


5.                                      Stock
Subject to the Plan


 


Subject to adjustments as provided in Section 12, hereof, the
stock to be offered under the Plan shall be shares of the Bank’s authorized but
unissued common stock (hereinafter called “stock”) and the aggregate amount of
stock to be delivered upon exercise of all options granted under the Plan shall
not exceed 349,398 shares. If any option shall be canceled, surrendered or
expire for any reason without having been exercised in full, the underlying
shares subject thereto shall again be available for purposes of the Plan.


 


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CERTIFICATE OF ADOPTION


 


I, the undersigned, do hereby certify:


 


1.             That
I am the duly elected and acting Secretary of Premier Commercial Bank, N.A.
(the “Bank”); and


 


2.             That
the foregoing Amendment No. 1 to Premier Commercial Bank, N.A. 2001 Stock
Option Plan was duly adopted by the Board of Directors at a meeting duly called
as required by law and convened on the       day of               ,
2003.


 


IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the
seal of the Bank this        day of               ,
2003.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leslée A. Hoppe, Secretary

  	
   

  



 


(Seal)


 


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Amendment No. 2 to the


Premier Commercial Bank, N.A.


2001 Stock Option Plan


 


Paragraph 13 of the Premier Commercial Bank, N.A. 2001 Stock Option
Plan is hereby amended to add a last sentence to read as follows:


 


Notwithstanding the foregoing, a Terminating Event shall not include a
reorganization wherein the shareholders who control at least 80% of the shares
of the Bank prior to the reorganization will control at least 80% of the shares
of the bank holding company in substantially the same proportion following the
bank holding company reorganization.


 


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Secretary’s Certificate of Adoption


 


I, the undersigned, do hereby certify:


 


1.             That
I am the duly elected and acting Secretary of Premier Commercial Bank, N.A.
(the “Bank”); and


 


2.             That
the foregoing Amendment No. 2 to the Premier Commercial Bank, N.A. 2001
Stock Option Plan was duly adopted by the Board of Directors at a meeting duly
called as required by law and convened on the 17th day of March, 2004.


 


IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the
seal of the Bank this 17th day of March, 2004.


 


 


	
   

  	
   

  	
  /s/ Viktor R. Uehlinger

  	
   

  	
   

  
	
   

  	
   

  	
  Viktor R. Uehlinger

  	
  , Secretary

  	
   

  
						



 


(Seal)


 


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Amendment No. 3 to the


Premier Commercial Bank, N.A.


2001 Stock Option Plan


 


Paragraph 5 of the Premier Commercial Bank, N.A. 2001 Stock Option Plan
is hereby amended to read in its entirety as follows:


 


5.                                      Stock
Subject to the Plan


 


Subject to adjustments as provided in Section 12, hereof, the
stock to be offered under the Plan shall be shares of the Bank’s authorized but
unissued common stock (hereinafter called “stock”) and the aggregate amount of
stock to be delivered upon exercise of all options granted under the Plan shall
not exceed 349,398 shares. If any option shall be canceled, surrendered or
expire for any reason without having been exercised in full, the underlying
shares subject thereto shall again be available for purposes of the Plan. Furthermore,
the maximum aggregate number of shares that may be issued as incentive
stock options under the Plan is 349,398 shares, subject to adjustments as
provided in Section 12, hereof.


 


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Secretary’s Certificate of Adoption


 


I, the undersigned, do hereby certify:


 


1.             That
I am the duly elected and acting Secretary of Premier Commercial Bancorp (the “Company”);
and


 


2.             That
the foregoing Amendment No. 3 to the Premier Commercial Bank, N.A. 2001
Stock Option Plan was duly adopted by the Board of Directors at a meeting duly
called as required by law and convened on the 16th day of March, 2005.


 


IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the
seal of the Company this 16th day of March, 2005.


 


 


	
   

  	
   

  	
  /s/ Viktor R. Uehlinger

  	
   

  	
   

  
	
   

  	
   

  	
  Viktor R. Uehlinger

  	
  , Secretary

  	
   

  
						



 


(Seal)


 


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PREMIER COMMERCIAL BANK, N.A.


 


INCENTIVE STOCK OPTION
AGREEMENT


 


This Incentive Stock Option Agreement (the “Agreement”) is made and
entered into as of the       day of              ,
      , by and between Premier Commercial Bank,
N.A., a national banking association (the “Bank”), and                 
(“Optionee”);


 


WHEREAS, pursuant to the Premier Commercial Bank, N.A.2001 Stock Option
Plan (the “Plan”), a copy of which is attached hereto, the Board of Directors
of the Bank has authorized granting to Optionee, an incentive stock option to
purchase all or any part of                         
(                    )
authorized but unissued shares of the Bank’s common stock for cash at the price
of               
Dollars and                 
Cents ($    .   ) per share, such option to be
for the term and upon the terms and conditions hereinafter stated;


 


NOW, THEREFORE, it is hereby agreed:


 


1.                                      Grant
of Option. Pursuant to said action of the Board of Directors and
pursuant to authorizations granted by all appropriate regulatory and
governmental agencies, the Bank hereby grants to Optionee the option to
purchase, upon and subject to the terms and conditions of the Plan, which is
incorporated in full herein by this reference, all or any part of                         
(           ) shares of
the Bank’s common stock (hereinafter called “stock”) at the price of                         
Dollars and                    
Cents ($   .   ) per share, which price is not less
than one hundred percent (100%) of the fair market value of the stock (or not
less than 110% of the fair market value of the stock for Optionee-shareholders
who own more than ten percent (10%) of the total combined voting power of all
classes of stock of the Bank) as of the date of action of the Board of
Directors granting this option.


 


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2.                                      Exercisability.
This option shall be exercisable as to                                     
                            .
This option shall remain exercisable as to all of such shares until                               
     ,        ,
(but not later than ten (10) years from the date this option is granted)
unless this option has expired or terminated earlier in accordance with the
provisions hereof. Shares as to which this option becomes exercisable pursuant
to the foregoing provision may be purchased at any time prior to
expiration of this option.


 


3.                                      Exercise
of Option. This option may be exercised by written notice
delivered to the Bank stating the number of shares with respect to which this
option is being exercised, together with cash in the amount of the purchase
price of such shares. Not fewer than ten (10) shares may be purchased
at any one time unless the number of shares purchased is the total number of
shares which is exercisable at such time, and in no event may the option
be exercised with respect to fractional shares. Upon exercise, Optionee shall
make appropriate arrangements and shall be responsible for the withholding of
any federal and state taxes then due.


 


4.                                      Cessation
of Employment. Except as provided in Paragraphs 2 and 5 hereof, if
Optionee shall cease to be an employee of the Bank or a subsidiary corporation
for any reason other than Optionee’s death or disability [as defined in Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended from time to time (the “Code”)],
this option shall expire three (3) months thereafter. During the three (3) month
period this option shall be exercisable only as to those installments, if any,
which had accrued as of the date when Optionee ceased to be an employee of the
Bank or a subsidiary corporation.


 


5.                                      Termination
of Employment for Cause. If Optionee’s employment with the Bank or a
subsidiary corporation is terminated for cause, this option shall expire
immediately, unless


 


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reinstated by the Board of Directors within thirty days (30) days of
such termination by giving written notice of such reinstatement to Optionee at
his or her last known address. In the event of such reinstatement, Optionee may exercise
this option only to such extent, for such time, and upon such terms and
conditions as if Optionee had ceased to be an employee of the Bank or a
subsidiary corporation upon the date of such termination for a reason other
than cause, death or disability. Termination for cause shall include, but not
be limited to, termination for malfeasance or gross misfeasance in the
performance of duties or conviction of a crime involving moral turpitude, and,
in any event, the determination of the Board of Directors with respect thereto
shall be final and conclusive.


 


6.                                      Nontransferability;
Death or Disability of Optionee. This option shall not be transferable
except by will or by the applicable laws of descent and distribution and shall
be exercisable during Optionee’s lifetime only by Optionee. If Optionee dies
while serving as an employee of the Bank or a subsidiary corporation, or during
the three (3) month period referred to in Paragraph 4 hereof, this option
shall expire one (1) year after the date of Optionee’s death or on the day
specified in Paragraph 2 hereof, whichever is earlier. After Optionee’s death
but before such expiration, the persons to whom Optionee’s rights under this
option shall have passed by will or by the applicable laws of descent and
distribution or the executor or administrator of Optionee’s estate shall have
the right to exercise this option as to those shares for which installments had
accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be
an employee of the Bank or a subsidiary corporation.


 


If Optionee terminates his or her employment because of disability,
Optionee may exercise this option to the extent he or she is entitled to
do so at the date of termination, at any time within one (1) year of the
date of termination, or before the expiration date specified in Paragraph 2
hereof, whichever is earlier.


 


3

















 


7.                                      Employment.
This Agreement shall not obligate the Bank or a subsidiary corporation to
employ Optionee for any period, nor shall it interfere in any way with the
right of the Bank or a subsidiary corporation to reduce Optionee’s
compensation.


 


8.                                      Privileges
of Stock Ownership. Optionee shall have no rights as a shareholder with
respect to the Bank’s stock subject to this option until the date of issuance
of stock certificates to Optionee. Except as provided in the Plan, no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificates are issued.


 


9.                                      Modification
and Termination. The rights of Optionee are subject to modification and
termination upon the occurrence of certain events as provided in Sections 13
and 14 of the Plan.


 


10.                               Notification
of Sale. Optionee agrees that Optionee, or any person acquiring shares
upon exercise of this option, will notify the Bank not more than five (5) days
after any sale or other disposition of such shares. No shares issuable upon the
exercise of this option shall be issued and delivered unless and until the Bank
has fully complied with all applicable requirements of any regulatory agency
having jurisdiction over the Bank, and all applicable requirements of any
exchange upon which stock of the Bank may be listed.


 


11.                               Notices.
Any notice to the Bank provided for in this Agreement shall be addressed to
it in care of its President or Chief Financial Officer at its main office and
any notice to Optionee shall be addressed to Optionee’s address on file with
the Bank or a subsidiary corporation, or to such other address as either may designate
to the other in writing. Any notice shall be deemed to be duly given if and
when enclosed in a properly sealed envelope and addressed as stated above and
deposited, postage prepaid, with the United States Postal Service. In lieu of
giving notice by mail as aforesaid, any written notice under this Agreement may be
given to Optionee in person, and to the Bank by personal delivery to its
President or Chief Financial Officer.


 


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12.                               Incentive
Stock Option. This Agreement is intended to be an incentive stock
option agreement as defined in Section 422 of the Code; provided, however,
that if the option shall fail to constitute an incentive stock option for any
reason, the option shall thereafter be governed by the provisions of the Plan
regarding nonqualified stock options.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


 


 


	
  OPTIONEE

  	
  PREMIER COMMERCIAL BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
					



 


5

















 


PREMIER COMMERCIAL BANK, N.A.


 


NONQUALIFIED STOCK OPTION
AGREEMENT


 


This Nonqualified Stock Option Agreement (the “Agreement”) is made and
entered into as of the      day of              ,
    , by and between Premier Commercial Bank, N.A., a
national banking association (the “Bank”), and                  
(“Optionee”);


 


WHEREAS, pursuant to the Premier Commercial Bank, N.A. 2001 Stock Option
Plan (the “Plan”), a copy of which is attached hereto, the Board of Directors
of the Bank has authorized granting to Optionee, a nonqualified stock option to
purchase all or any part of                              
(                       )
authorized but unissued shares of the Bank’s common stock for cash at the price
of                        
Dollars and                    
Cents ($    .   ) per share, such option to be
for the term and upon the terms and conditions hereinafter stated;


 


NOW, THEREFORE, it is hereby agreed:


 


1.                                      Grant
of Option. Pursuant to said action of the Board of Directors and
pursuant to authorizations granted by all appropriate regulatory and
governmental agencies, the Bank hereby grants to Optionee the option to
purchase, upon and subject to the terms and conditions of the Plan, which is
incorporated in full herein by this reference, all or any part of                        
(             )
shares of the Bank’s common stock (hereinafter called “stock”) at the price of                             
Dollars and                
Cents ($    .   ) per share, which price is
not less than one hundred percent (100%) of the fair market value of the stock
as of the date of action of the Board of Directors granting this option and
which number is not more than 100% of the total number of shares of the Bank’s
common stock beneficially owned by the Optionee.


 


2.                                      Exercisability.
This option shall be exercisable as to              
                                                                               


 


1

















 


 


                                                                        .
This option shall remain exercisable as to all of such shares until                              
     ,      , (but not later
than ten (10) years from the date this option is granted) unless this
option has expired or terminated earlier in accordance with the provisions
hereof. Shares as to which this option becomes exercisable pursuant to the
foregoing provision may be purchased at any time prior to expiration of
this option.


 


3.                                      Exercise
of Option. This option may be exercised by written notice
delivered to the Bank stating the number of shares with respect to which this
option is being exercised, together with cash in the amount of the purchase
price of such shares. Not fewer than ten (10) shares may be purchased
at any one time unless the number of shares purchased is the total number of
shares which is exercisable at such time, and in no event may the option
be exercised with respect to fractional shares. Upon exercise, Optionee shall
make appropriate arrangements and shall be responsible for the withholding of
any federal and state taxes then due.


 


4.                                      Cessation
of Directorship or Employment. Except as provided in Paragraphs 2 and 5
hereof, if Optionee shall cease to be a director or an employee of the Bank or
a subsidiary corporation for any reason other than Optionee’s death or
disability [as defined in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended from time to time (the “Code”)], this option shall
expire three (3) months thereafter. During the three (3) month period
this option shall be exercisable only as to those installments, if any, which
had accrued as of the date when Optionee ceased to be a director or an employee
of the Bank or a subsidiary corporation.


 


5.                                      Termination
of Employment for Cause. If Optionee’s employment with the Bank or a
subsidiary corporation is terminated for cause, this option shall expire
immediately, unless reinstated by the Board of Directors within thirty days
(30) days of such termination by giving written notice of such reinstatement to
Optionee at his or her last known address. In the event of


 


2

















 


such reinstatement, Optionee may exercise this option only to such
extent, for such time, and upon such terms and conditions as if Optionee had
ceased to be an employee of the Bank or a subsidiary corporation upon the date
of such termination for a reason other than cause, death or disability. Termination
for cause shall include, but not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of a crime
involving moral turpitude, and, in any event, the determination of the Board of
Directors with respect thereto shall be final and conclusive.


 


6.                                      Nontransferability;
Death or Disability of Optionee. This option shall not be transferable
except by will or by the applicable laws of descent and distribution and shall
be exercisable during Optionee’s lifetime only by Optionee. If Optionee dies
while serving as a director or an employee of the Bank or a subsidiary
corporation, or during the three (3) month period referred to in Paragraph
4 hereof, this option shall expire one (1) year after the date of Optionee’s
death or on the day specified in Paragraph 2 hereof, whichever is earlier. After
Optionee’s death but before such expiration, the persons to whom Optionee’s
rights under this option shall have passed by will or by the applicable laws of
descent and distribution or the executor or administrator of Optionee’s estate
shall have the right to exercise this option as to those shares for which
installments had accrued under Paragraph 2 hereof as of the date on which
Optionee ceased to be a director or an employee of the Bank or a subsidiary
corporation.


 


If Optionee terminates his or her directorship or employment because of
disability, Optionee may exercise this option to the extent he or she is
entitled to do so at the date of termination, at any time within one (1) year
of the date of termination, or before the expiration date specified in
Paragraph 2 hereof, whichever is earlier.


 


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7.                                      Employment.
This Agreement shall not obligate the Bank or a subsidiary corporation to
employ Optionee for any period, nor shall it interfere in any way with the
right of the Bank or a subsidiary corporation to reduce Optionee’s
compensation.


 


8.                                      Privileges
of Stock Ownership. Optionee shall have no rights as a shareholder with
respect to the Bank’s stock subject to this option until the date of issuance
of stock certificates to Optionee. Except as provided in the Plan, no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificates are issued.


 


9.                                      Modification
and Termination. The rights of Optionee are subject to modification and
termination upon the occurrence of certain events as provided in Sections 13
and 14 of the Plan.


 


10.                               Notification
of Sale. Optionee agrees that Optionee, or any person acquiring shares
upon exercise of this option, will notify the Bank not more than five (5) days
after any sale or other disposition of such shares. No shares issuable upon the
exercise of this option shall be issued and delivered unless and until the Bank
has fully complied with all applicable requirements of any regulatory agency
having jurisdiction over the Bank, and all applicable requirements of any
exchange upon which stock of the Bank may be listed.


 


11.                               Notices.
Any notice to the Bank provided for in this Agreement shall be addressed to
it in care of its President or Chief Financial Officer at its main office and
any notice to Optionee shall be addressed to Optionee’s address on file with
the Bank or a subsidiary corporation, or to such other address as either may designate
to the other in writing. Any notice shall be deemed to be duly given if and
when enclosed in a properly sealed envelope and addressed as stated above and
deposited, postage prepaid, with the United States Postal Service. In lieu of
giving notice by mail as aforesaid, any written notice under this Agreement may be
given to Optionee in person, and to the Bank by personal delivery to its
President or Chief Financial Officer.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


 


 


	
  OPTIONEE

  	
  PREMIER COMMERCIAL BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
					



 


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