exv10w13



 







Exhibit 10.13




TierOne Corporation

AMENDED AND RESTATED 2003 STOCK OPTION PLAN




ARTICLE I

ESTABLISHMENT OF THE PLAN




     TierOne Corporation (the “Corporation”) hereby amends and restates its 2003 Stock Option Plan
(as amended and restated, the “Plan”) upon the terms and conditions hereinafter stated, with the
amendment and restatement effective as of July 27, 2006.



ARTICLE II

PURPOSE OF THE PLAN




     The purpose of this Plan is to improve the growth and profitability of the Corporation and its
Subsidiary Companies by providing Employees and Non-Employee Directors with a proprietary interest
in the Corporation as an incentive to contribute to the success of the Corporation and its
Subsidiary Companies, and rewarding Employees and Non-Employee Directors for outstanding
performance. All Incentive Stock Options issued under this Plan are intended to comply with the
requirements of Section 422 of the Code, and the regulations thereunder, and all provisions
hereunder shall be read, interpreted and applied with that purpose in mind. Each recipient of an
Option hereunder is advised to consult with his or her personal tax advisor with respect to the tax
consequences under federal, state, local and other tax laws of the receipt and/or exercise of an
Option hereunder.



ARTICLE III

DEFINITIONS




     The following words and phrases when used in this Plan with an initial capital letter, unless
the context clearly indicates otherwise, shall have the meanings set forth below. Wherever
appropriate, the masculine pronouns shall include the feminine pronouns and the singular shall
include the plural.



     3.01 “Bank” means TierOne Bank, the wholly owned subsidiary of the Corporation.



     3.02 “Beneficiary” means the person or persons designated by an Optionee to receive any
benefits payable under the Plan in the event of such Optionee’s death. Such person or persons
shall be designated in writing on forms provided for this purpose by the Committee and may be
changed from time to time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Optionee’s surviving spouse, if any, or if none, his
estate.



     3.03 “Board” means the Board of Directors of the Corporation.



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     3.04 “Change in Control of the Corporation” shall mean a change in the ownership of the
Corporation or the Bank, a change in the effective control of the Corporation or the Bank or a
change in the ownership of a substantial portion of the assets of the Corporation or the Bank as
provided under Section 409A of the Code and the regulations thereunder.



     3.05 “Code” means the Internal Revenue Code of 1986, as amended.



     3.06 “Committee” means a committee of two or more directors appointed by the Board pursuant to
Article IV hereof, each of whom shall be a Non-Employee Director (i) as defined in Rule
16b-3(b)(3)(i) of the Exchange Act or any successor thereto, and (ii) within the meaning of Section
162(m) of the Code or any successor thereto.



     3.07 “Common Stock” means shares of the common stock, $0.01 par value per share, of the
Corporation.



     3.08 “Director” means a member of the Board of Directors of the Corporation or a Subsidiary
Corporation or any successors thereto, including Non-Employee Directors as well as Officer and
Employees serving as Directors.



     3.09 “Director Emeritus” and “Advisory Director” means a person appointed to serve in such
capacity by the Board of either the Corporation or the Bank or the successors thereto.



     3.10 “Disability” means in the case of any Optionee that the Optionee: (i) is unable to engage
in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a period of
not less than three months under an accident and health plan covering employees of the Corporation
or the Bank (or would have received such benefits for at least three months if he had been eligible
to participate in such plan).



     3.11 “Effective Date” means the day upon which the Board originally adopted this Plan, which
was February 28, 2003.



     3.12 “Employee” means any person who is employed by the Corporation or a Subsidiary Company,
or is an Officer of the Corporation or a Subsidiary Company, but not including directors who are
not also Officers of or otherwise employed by the Corporation or a Subsidiary Company.



     3.13 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



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     3.14 “Exercise Price” means the price at which a share of Common Stock may be purchased by an
Optionee pursuant to an Option.



     3.15 “Fair Market Value” shall be equal to the fair market value per share of the
Corporation’s Common Stock on the date an Option is granted. For purposes hereof, the Fair Market
Value of a share of Common Stock shall be the closing sale price of a share of Common Stock on the
date in question (or, if such day is not a trading day in the U.S. markets, on the nearest
preceding trading day), as reported with respect to the principal market (or the composite of the
markets, if more than one) or national quotation system in which such shares are then traded, or if
no such closing prices are reported, the mean between the high bid and low asked prices that day on
the principal market or national quotation system then in use, or if no such quotations are
available, the price furnished by a professional securities dealer making a market in such shares
selected by the Committee.



     3.16 “Incentive Stock Option” means any Option granted under this Plan which the Board intends
(at the time it is granted) to be an incentive stock option within the meaning of Section 422 of
the Code or any successor thereto.



     3.17 “Non-Employee Director” means a member of the Board (including advisory boards, if any)
of the Corporation or any Subsidiary Company or any successor thereto, including an Advisory
Director or a Director Emeritus of the Board of the Corporation and/or any Subsidiary Company, or a
former Officer or Employee of the Corporation and/or any Subsidiary Company serving as a Director,
Advisory Director or Director Emeritus, who is not an Officer or Employee of the Corporation or any
Subsidiary Company.



     3.18 “Non-Qualified Option” means any Option granted under this Plan which is not an Incentive
Stock Option.



     3.19 “Offering” means the offering of Common Stock to the public during 2002 in connection
with the conversion of the Bank from the mutual to the stock form of organization and the issuance
of the capital stock of the Bank to the Corporation.



     3.20 “Officer” means an Employee whose position in the Corporation or Subsidiary Company is
that of a corporate officer, as determined by the Board.



     3.21 “OTS” means the Office of Thrift Supervision.



     3.22 “Option” means a right granted under this Plan to purchase Common Stock.



     3.23 “Optionee” means an Employee or Non-Employee Director or former Employee or Non-Employee
Director to whom an Option is granted under the Plan.



     3.24 “Retirement” means:



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     (a) A termination of employment which constitutes a “retirement” at the “normal retirement
age” or later under the TierOne Bank Savings Plan or such other qualified pension benefit plan
maintained by the Corporation or a Subsidiary Company as may be designated by the Board or the
Committee, or, if no such plan is applicable, which would constitute “retirement” under the TierOne
Bank Savings Plan, if such individual were a participant in that plan, provided, however, that the
provisions of this subsection (a) will not apply as long as an Optionee continues to serve as a
Non-Employee Director.



     (b) With respect to Non-Employee Directors, retirement means retirement from service on the
Board of Directors of the Corporation or a Subsidiary Company or any successors thereto (including
service as a Director Emeritus or Advisory Director to the Corporation or any Subsidiary Company)
after reaching age 65 and having served as a member of the Board Directors of the Corporation
and/or the Bank for a period of 10 years or more.



     3.25 “Subsidiary Companies” means those subsidiaries of the Corporation, including the Bank,
which meet the definition of “subsidiary corporations” set forth in Section 424(f) of the Code, at
the time of granting of the Option in question.



ARTICLE IV

ADMINISTRATION OF THE PLAN




     4.01 Duties of the Committee. The Plan shall be administered and interpreted by the
Committee, as appointed from time to time by the Board pursuant to Section 4.02. The Committee
shall have the authority to adopt, amend and rescind such rules, regulations and procedures as, in
its opinion, may be advisable in the administration of the Plan, including, without limitation,
rules, regulations and procedures which (i) address matters regarding the satisfaction of an
Optionee’s tax withholding obligation pursuant to Section 12.02 hereof, (ii) to the extent
permissible by applicable law and regulation, include arrangements to facilitate the Optionee’s
ability to borrow funds for payment of the exercise or purchase price of an Option, if applicable,
from securities brokers and dealers, and (iii) subject to any legal or regulatory restrictions or
limitations, include arrangements which provide for the payment of some or all of such exercise or
purchase price by delivery of previously owned shares of Common Stock or other property and/or by
withholding some of the shares of Common Stock which are being acquired. The interpretation and
construction by the Committee of any provisions of the Plan, any rule, regulation or procedure
adopted by it pursuant thereto or of any Option shall be final and binding in the absence of action
by the Board.



     4.02 Appointment and Operation of the Committee. The members of the Committee shall
be appointed by, and will serve at the pleasure of, the Board. The Board from time to time may
remove members from, or add members to, the Committee, provided the Committee shall continue to
consist of two or more members of the Board, each of whom shall be a Non-Employee Director, as
defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto. In addition, each
member of the Committee shall



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be an “outside director” within the meaning of Section 162(m) of the Code and regulations
thereunder at such times as is required under such regulations. The Committee shall act by vote or
written consent of a majority of its members. Subject to the express provisions and limitations of
the Plan, the Committee may adopt such rules, regulations and procedures as it deems appropriate
for the conduct of its affairs. It may appoint one of its members to be chairman and any person,
whether or not a member, to be its secretary or agent. The Committee shall report its actions and
decisions to the Board at appropriate times but in no event less than one time per calendar year.



     4.03 Revocation for Misconduct. The Board or the Committee may by resolution
immediately revoke, rescind and terminate any Option, or portion thereof, to the extent not yet
vested, previously granted or awarded under this Plan to an Employee who is discharged from the
employ of the Corporation or a Subsidiary Company for cause, which, for purposes hereof, shall mean
termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order. Options granted to a Non-Employee Director who is removed for cause
pursuant to the Corporation’s Articles of Incorporation or Bylaws or the Bank’s Charter and Bylaws
or the constituent documents of such other Subsidiary Company on whose board he serves shall
terminate as of the effective date of such removal.



     4.04 Limitation on Liability. Neither the members of the Board nor any member of the
Committee shall be liable for any action or determination made in good faith with respect to the
Plan, any rule, regulation or procedure adopted by it pursuant thereto or any Options granted under
it. If a member of the Board or the Committee is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of anything done or not done by him in such capacity
under or with respect to the Plan, the Corporation shall, subject to the requirements of applicable
laws and regulations, indemnify such member against all liabilities and expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in the best interests of the Corporation and its Subsidiary Companies
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.



     4.05 Compliance with Law and Regulations. All Options granted hereunder shall be
subject to all applicable federal and state laws, rules and regulations and to such approvals by
any government or regulatory agency as may be required. The Corporation shall not be required to
issue or deliver any certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with respect to such shares
under any Federal or state law or any rule or regulation of any government body, which the
Corporation shall, in its sole discretion, determine to be necessary or advisable. Moreover, no
Option may be exercised if such exercise would be contrary to applicable laws and regulations.



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     4.06 Restrictions on Transfer. The Corporation may place a legend upon any
certificate representing shares acquired pursuant to an Option granted hereunder noting that the
transfer of such shares may be restricted by applicable laws and regulations.



     4.07 No Deferral of Compensation Under Section 409A of the Code. All Options granted
under the Plan are designed to not constitute a deferral of compensation for purposes of Section
409A of the Code. Notwithstanding any other provision in this Plan to the contrary, all of the
terms and conditions of any Options granted under this Plan shall be designed to satisfy the
exemption for stock options set forth in the regulations issued under Section 409A of the Code.
Both this Plan and the terms of all Options granted hereunder shall be interpreted in a manner that
requires compliance with all of the requirements of the exemption for stock options set forth in
the regulations issued under Section 409A of the Code. No Optionee shall be permitted to defer the
recognition of income beyond the exercise date of a Non-Qualified Option or beyond the date that
the Common Stock received upon the exercise of an Incentive Stock Option is sold.



ARTICLE V

ELIGIBILITY




     Options may be granted to such Employees or Non-Employee Directors of the Corporation and its
Subsidiary Companies as may be designated from time to time by the Board or the Committee. Options
may not be granted to individuals who are not Employees or Non-Employee Directors of either the
Corporation or its Subsidiary Companies. Non-Employee Directors shall be eligible to receive only
Non-Qualified Options.



ARTICLE VI

COMMON STOCK COVERED BY THE PLAN




     6.01 Option Shares. The aggregate number of shares of Common Stock which may be
issued pursuant to this Plan, subject to adjustment as provided in Article IX, shall be 2,257,508.
None of such shares shall be the subject of more than one Option at any time, but if an Option as
to any shares is surrendered before exercise, or expires or terminates for any reason without
having been exercised in full, or for any other reason ceases to be exercisable, the number of
shares covered thereby shall again become available for grant under the Plan as if no Options had
been previously granted with respect to such shares. During the time this Plan remains in effect,
the aggregate grants of Options to each Employee and each Non-Employee Director shall not exceed
25% and 5% of the shares of Common Stock available under the Plan, respectively. Options granted
to Non-Employee Directors in the aggregate may not exceed 30% of the number of shares available
under this Plan.



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     6.02 Source of Shares. The shares of Common Stock issued under the Plan may be
authorized but unissued shares, treasury shares or shares purchased by the Corporation on the open
market or from private sources for use under the Plan.



ARTICLE VII

DETERMINATION OF

OPTIONS, NUMBER OF SHARES, ETC.




     The Board or the Committee shall, in its discretion, determine from time to time which
Employees or Non-Employee Directors will be granted Options under the Plan, the number of shares of
Common Stock subject to each Option, and whether each Option will be an Incentive Stock Option or a
Non-Qualified Stock Option. In making all such determinations there shall be taken into account
the duties, responsibilities and performance of each respective Employee and Non-Employee Director,
his present and potential contributions to the growth and success of the Corporation, his salary or
other compensation and such other factors as the Board or the Committee shall deem relevant to
accomplishing the purposes of the Plan. The Board or the Committee may but shall not be required
to request the written recommendation of the Chief Executive Officer of the Corporation other than
with respect to Options to be granted to him.



ARTICLE VIII

OPTIONS




     Each Option granted hereunder shall be on the following terms and conditions:



     8.01 Stock Option Agreement. The proper Officers on behalf of the Corporation and
each Optionee shall execute a Stock Option Agreement which shall set forth the total number of
shares of Common Stock to which it pertains, the exercise price, whether it is a Non-Qualified
Option or an Incentive Stock Option, and such other terms, conditions, restrictions and privileges
as the Board or the Committee in each instance shall deem appropriate, provided they are not
inconsistent with the terms, conditions and provisions of this Plan. Each Optionee shall receive a
copy of his executed Stock Option Agreement.



     8.02 Option Exercise Price.



     (a) Incentive Stock Options. The per share price at which the subject Common Stock
may be purchased upon exercise of an Incentive Stock Option shall be no less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock at the time such Incentive Stock
Option is granted, except as provided in Section 8.09(b).



     (b) Non-Qualified Options. The per share price at which the subject Common Stock may
be purchased upon exercise of a Non-Qualified Option shall be no less than one hundred percent
(100%) of the Fair Market Value of a share of Common Stock at the time such Non-Qualified Option is
granted.



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     8.03 Vesting and Exercise of Options.



     (a) General Rules. Incentive Stock Options and Non-Qualified Options granted
hereunder shall become vested and exercisable at the rate of 20% per year over five years,
commencing one year from the date of grant and an additional 20% shall vest on each successive
anniversary of the date the Option was granted, and the right to exercise shall be cumulative.
Notwithstanding the foregoing, except as provided in Section 8.03(b) hereof, no vesting shall occur
on or after an Employee’s employment or service as a Non-Employee Director (which, for purposes
hereof, shall include service as a Director Emeritus or Advisory Director) with the Corporation or
any of the Subsidiary Companies is terminated. In determining the number of shares of Common Stock
with respect to which Options are vested and/or exercisable, fractional shares will be rounded down
to the nearest whole number, provided that such fractional shares shall be aggregated and deemed
vested on the final date of vesting.



     (b) Accelerated Vesting. Unless the Board or the Committee shall specifically state
otherwise at the time an Option is granted, all Options granted under this Plan shall become vested
and exercisable in full on the date an Optionee terminates his employment with the Corporation or a
Subsidiary Company or service as a Non-Employee Director (including for purposes hereof service as
a Director Emeritus or Advisory Director) because of his death or Disability or as of the effective
date of a Change in Control. All Options hereunder shall become immediately vested and exercisable
in full on the date an Optionee terminates his employment with the Corporation or a Subsidiary
Company due to Retirement if as of the date of such Retirement (i) such treatment is either
authorized or is not prohibited by applicable laws and regulations, or (ii) an amendment to the
Plan providing for such treatment has been approved by the shareholders of the Corporation at a
meeting of shareholders held more than one year after the consummation of the Offering.



     8.04 Duration of Options.



     (a) General Rule. Except as provided in Sections 8.04(b) and 8.09, each Option or
portion thereof granted to Employees and Non-Employee Directors shall be exercisable at any time on
or after it vests and becomes exercisable until the earlier of (i) ten (10) years after its date of
grant or (ii) six (6) months after the date on which the Optionee ceases to be employed (or in the
service of the Board of Directors) by the Corporation and all Subsidiary Companies, unless the
Board of Directors or the Committee in its discretion decides at the time of grant to extend such
period of exercise to a period not exceeding three (3) years. In the event an Incentive Stock
Option is not exercised within 90 days of the effective date of termination of Optionee’s status as
an Employee, the tax treatment accorded Incentive Stock Options by the Code may not be available.



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     In addition, the accelerated vesting of Incentive Stock Options provided by Section 8.03(b)
may result in all or a portion of such Incentive Stock Options no longer qualifying as Incentive
Stock Options.



     (b) Exception for Termination Due to Disability, Retirement, Change in Control or
Death. Unless the Board or the Committee shall specifically state otherwise at the time an
Option is granted: (i) if an Employee terminates his employment with the Corporation or a
Subsidiary Company as a result of Disability or Retirement without having fully exercised his
Options, the Employee shall have the right, during the three (3) year period following his
termination due to Disability or Retirement, to exercise such Options, and (ii) if a Non-Employee
Director terminates his service as a director (including service as an Advisory Director or
Director Emeritus) with the Corporation or a Subsidiary Company as a result of Disability or
Retirement without having fully exercised his Options, the Non-Employee Director shall have the
right, during the three (3) year period following his termination due to Disability or Retirement,
to exercise such Options.



     Subject to the provisions of Article IX hereof, unless the Board or the Committee shall
specifically state otherwise at the time an Option is granted, if an Employee or Non-Employee
Director terminates his employment or service with the Corporation or a Subsidiary Company
following a Change in Control of the Corporation without having fully exercised his Options, the
Optionee shall have the right to exercise such Options during the remainder of the original ten
(10) year term of the Option from the date of grant.



     If an Optionee dies while in the employ or service of the Corporation or a Subsidiary Company
or terminates employment or service with the Corporation or a Subsidiary Company as a result of
Disability or Retirement and dies without having fully exercised his Options, the executors,
administrators, legatees or distributees of his estate shall have the right, during the one (1)
year period following his death, to exercise such Options.



     In no event, however, shall any Option be exercisable more than ten (10) years from the date
it was granted.



     8.05 Nonassignability. Options shall not be transferable by an Optionee except by
will or the laws of descent or distribution, and during an Optionee’s lifetime shall be exercisable
only by such Optionee or the Optionee’s guardian or legal representative. Notwithstanding the
foregoing, or any other provision of this Plan, an Optionee who holds Non-Qualified Options may
transfer such Options to his immediate family or to a duly established trust for the benefit of one
or more of these individuals. For purposes hereof, “immediate family” includes but is not
necessarily limited to the Participant’s spouse, children (including step children), parents,
grandchildren and great grandchildren. Options so transferred may thereafter be transferred only
to the Optionee who originally received the grant or to an individual or trust to whom the Optionee
could have initially transferred the Option pursuant to this Section 8.05. Options which are



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transferred pursuant to this Section 8.05 shall be exercisable by the transferee according to the
same terms and conditions as applied to the Optionee.



     8.06 Manner of Exercise. Options may be exercised in part or in whole and at one time
or from time to time. The procedures for exercise shall be set forth in the written Stock Option
Agreement provided for in Section 8.01 above.



     8.07 Payment for Shares. Payment in full of the purchase price for shares of Common
Stock purchased pursuant to the exercise of any Option shall be made to the Corporation upon
exercise of the Option. All shares sold under the Plan shall be fully paid and nonassessable.
Payment for shares may be made by the Optionee (i) in cash or by check, (ii) by delivery of a
properly executed exercise notice, together with irrevocable instructions to a broker (which shall
be unrelated to the Corporation or the Optionee) to sell the shares and then to properly deliver to
the Corporation the amount of sale proceeds to pay the exercise price, all in accordance with
applicable laws and regulations and Emerging Issues Task Force Issue No. 00-23 and Financial
Accounting Standards Board Statement No. 123R, or (iii) at the discretion of the Board or the
Committee, by delivering shares of Common Stock (including shares acquired pursuant to the previous
exercise of an Option) equal in fair market value to the purchase price of the shares to be
acquired pursuant to the Option, by withholding some of the shares of Common Stock which are being
purchased upon exercise of an Option, or any combination of the foregoing. With respect to
subclause (iii) hereof, the shares of Common Stock delivered to pay the purchase price must have
either been (x) purchased in open market transactions or (y) issued by the Corporation pursuant to
a plan thereof more than six months prior to the exercise date of the Option (or one year in the
case of previously exercised Incentive Stock Options).



     8.08 Voting and Dividend Rights. No Optionee shall have any voting or dividend rights
or other rights of a shareholder in respect of any shares of Common Stock covered by an Option
prior to the time that his name is recorded on the Corporation’s shareholder ledger as the holder
of record of such shares acquired pursuant to an exercise of an Option.



     8.09 Additional Terms Applicable to Incentive Stock Options. All Options issued under
the Plan as Incentive Stock Options will be subject, in addition to the terms detailed in Sections
8.01 to 8.08 above, to those contained in this Section 8.09.



          (a) Amount Limitation. Notwithstanding any contrary provisions contained elsewhere in
this Plan and as long as required by Section 422 of the Code, the aggregate Fair Market Value,
determined as of the time an Incentive Stock Option is granted, of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by the Optionee during any
calendar year, under this Plan and stock options that satisfy the requirements of Section 422 of
the Code under any other stock option plans maintained by the Corporation (or any parent or
Subsidiary Company), shall not exceed $100,000.




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          (b) Limitation on Ten Percent Stockholders. The price at which shares of Common Stock
may be purchased upon exercise of an Incentive Stock Option granted to an individual who, at the
time such Incentive Stock Option is granted, owns, directly or indirectly, more than ten percent
(10%) of the total combined voting power of all classes of stock issued to shareholders of the
Corporation or any Subsidiary Company, shall be no less than one hundred and ten percent (110%) of
the Fair Market Value of a share of the Common Stock of the Corporation at the time of grant, and
such Incentive Stock Option shall by its terms not be exercisable after the earlier of the date
determined under Section 8.03 or the expiration of five (5) years from the date such Incentive
Stock Option is granted.




          (c) Notice of Disposition; Withholding; Escrow. An Optionee shall immediately notify
the Corporation in writing of any sale, transfer, assignment or other disposition (or action
constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any
shares of Common Stock acquired through exercise of an Incentive Stock Option, within two (2) years
after the grant of such Incentive Stock Option or within one (1) year after the acquisition of such
shares, setting forth the date and manner of disposition, the number of shares disposed of and the
price at which such shares were disposed of. The Corporation shall be entitled to withhold from
any compensation or other payments then or thereafter due to the Optionee such amounts as may be
necessary to satisfy any withholding requirements of Federal or state law or regulation and,
further, to collect from the Optionee any additional amounts which may be required for such
purpose. The Committee may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an Incentive Stock Option to be held in an escrow arrangement for the
purpose of enabling compliance with the provisions of this Section 8.09(c).




ARTICLE IX

ADJUSTMENTS FOR CAPITAL CHANGES




     9.01 General Adjustments. The aggregate number of shares of Common Stock
available for issuance under this Plan, the number of shares to which any Option relates, the
maximum number of shares that can be covered by Options to each Employee, each Non-Employee
Director and Non-Employee Directors as a group and the exercise price per share of Common Stock
under any Option shall be proportionately adjusted for any increase or decrease in the total number
of outstanding shares of Common Stock issued subsequent to the effective date of this Plan
resulting from a split, subdivision or consolidation of shares or any other capital adjustment, the
payment of a stock dividend, or other increase or decrease in such shares effected without receipt
or payment of consideration by the Corporation.



     9.02 Adjustments for Mergers and Other Corporate Transactions. If, upon a
merger, consolidation, reorganization, liquidation, recapitalization or the like of the
Corporation, the shares of the Corporation’s Common Stock shall be exchanged for other securities
of the Corporation or of another corporation, each Option shall be converted, subject to the
conditions herein stated, into the right to purchase or acquire such number



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of shares of Common Stock or amount of other securities of the Corporation or such other
corporation as were exchangeable for the number of shares of Common Stock of the Corporation which
such Optionee would have been entitled to purchase or acquire except for such action, and
appropriate adjustments shall be made to the per share exercise price of outstanding Options,
provided that in each case the number of shares or other securities subject to the substituted or
assumed stock option and the exercise price thereof shall be determined in a manner that satisfies
the requirements of Treasury Regulation §1.424-1 and the regulations issued under Section 409A of
the Code so that the substituted or assumed option is not deemed to be a modification of the
outstanding Options. Notwithstanding any provision to the contrary herein, the term of any Option
granted hereunder and the property which the Optionee shall receive upon the exercise or
termination thereof shall be subject to and be governed by the provisions regarding the treatment
of any such Options set forth in a definitive agreement with respect to any of the aforementioned
transactions entered into by the Corporation to the extent any such Option remains outstanding and
unexercised upon consummation of the transactions contemplated by such definitive agreement.



     9.03 Adjustments for Returns of Capital. Notwithstanding any provision to the
contrary, the exercise price of shares subject to outstanding Options shall be proportionately
adjusted upon the payment of a special large and nonrecurring dividend that has the effect of a
return of capital to the stockholders, providing that the adjustment to the per share exercise
price shall satisfy the criteria set forth in Emerging Issues Task Force 90-9 (or any successor
thereto) so that the adjustments do not result in compensation expense, and provided further that
if such adjustment with respect to Incentive Stock Options would be treated as a modification of
the outstanding Incentive Stock Options with the effect that, for purposes of Sections 422 and
425(h) of the Code, and the rules and regulations promulgated thereunder, new Incentive Stock
Options would be deemed to be granted, then no adjustment to the per share exercise price of
outstanding stock options shall be made.



ARTICLE X

AMENDMENT AND TERMINATION OF THE PLAN




     The Board may, by resolution, at any time terminate or amend the Plan with respect to any
shares of Common Stock as to which Options have not been granted, subject to regulations of the OTS
and any required shareholder approval or any shareholder approval which the Board may deem to be
advisable for any reason, such as for the purpose of obtaining or retaining any statutory or
regulatory benefits under tax, securities or other laws or satisfying any applicable stock exchange
listing requirements. The Board may not, without the consent of the holder of an Option, alter or
impair any Option previously granted or awarded under this Plan except as provided by Article IX
hereof or except as specifically authorized herein.



     Notwithstanding anything to the contrary herein, in no event shall the Board of Directors
without shareholder approval amend the Plan nor shall the Board of Directors or the Committee amend
an Option in any manner that effectively allows the repricing of



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any Option previously granted under the Plan either through a reduction in the Exercise Price or
through the cancellation and regrant of a new Option in exchange for the cancelled Option (except
as permitted pursuant to Article IX in connection with a change in the Company’s capitalization).



ARTICLE XI

EMPLOYMENT RIGHTS




     Neither the Plan nor the grant of any Options hereunder nor any action taken by the Committee
or the Board in connection with the Plan shall create any right on the part of any Employee or
Non-Employee Director of the Corporation or a Subsidiary Company to continue in such capacity.



ARTICLE XII

WITHHOLDING




     12.01 Tax Withholding. The Corporation may withhold from any cash payment made under
this Plan sufficient amounts to cover any applicable withholding and employment taxes, and if the
amount of such cash payment is insufficient, the Corporation may require the Optionee to pay to the
Corporation the amount required to be withheld as a condition to delivering the shares acquired
pursuant to an Option. The Corporation also may withhold or collect amounts with respect to a
disqualifying disposition of shares of Common Stock acquired pursuant to exercise of an Incentive
Stock Option, as provided in Section 8.09(c).



     12.02 Methods of Tax Withholding. The Board or the Committee is authorized to adopt
rules, regulations or procedures which provide for the satisfaction of an Optionee’s tax
withholding obligation by the retention of shares of Common Stock to which the Employee would
otherwise be entitled pursuant to an Option and/or by the Optionee’s delivery of previously owned
shares of Common Stock or other property.



ARTICLE XIII

EFFECTIVE DATE OF THE PLAN; TERM




     13.01 Effective Date of the Plan. This Plan as originally adopted was effective as of
the Effective Date, and Options may be granted hereunder no earlier than the date this Plan was
approved by shareholders and no later than the termination of the Plan. The shareholders of the
Corporation approved this Plan as originally adopted at a meeting held on April 23, 2003 pursuant
to Article XIV hereof. The amendment and restatement of this Plan was adopted effective as of July
27, 2006.



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     13.02 Term of Plan. Unless sooner terminated, this Plan shall remain in effect for a
period of ten (10) years ending on the tenth anniversary of the Effective Date. Termination of the
Plan shall not affect any Options previously granted and such Options shall remain valid and in
effect until they have been fully exercised or earned, are surrendered or by their terms or the
terms hereof expire or are forfeited.



ARTICLE XIV

SHAREHOLDER APPROVAL




     The shareholders of the Corporation approved this Plan as originally adopted at a meeting of
shareholders of the Corporation held on April 23, 2003 within twelve (12) months following the
Effective Date in order to meet the requirements of (i) Section 422 of the Code and regulations
thereunder, (ii) Section 162(m) of the Code and regulations thereunder, and (iii) the Nasdaq Stock
Market for continued quotation of the Common Stock on the Nasdaq National Market.



ARTICLE XV

MISCELLANEOUS




     15.01 Governing Law. To the extent not governed by Federal law, this Plan shall be construed
under the laws of the State of Nebraska.




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