exv10w08



 



Exhibit 10.8



STAR BANC CORPORATION


1996 STARSHARE STOCK INCENTIVE PLAN FOR EMPLOYEES


     Section 1. Purpose. Star Banc Corporation’s (the “Corporation’s”) 1996
Starshare Stock Incentive Plan for Employees (the “Plan”), has the following
purposes: (1) to help employees of the Corporation and its subsidiaries
(collectively, “Star”) purchase the Corporation’s stock and benefit from Star’s
long-term growth; (2) to create common interests between Star’s employees and
the Corporation’s shareholders; and (3) to help Star attract, retain and
motivate experienced, capable employees. The Plan achieves these goals by
granting non-qualified stock options to Star employees. Non-qualified stock
options do not qualify for favorable tax treatment under IRC §422.


     Section 2. Available Shares for Options. The aggregate number of shares
of the Corporation’s Common Stock (“Common Stock”) which may be issued and sold
pursuant to options granted under the Plan (the “Options”) shall not exceed
1,420,875 shares, subject to adjustment or substitution as provided in Section
12 of this Plan.


     Section 3. Plan Administration. A Committee (the “Committee”) of not less
than three members selected by the Corporation’s Human Resources Department and
responsible to the Compensation Committee of the Corporation’s Board of
Directors shall be responsible for administering the Plan, including the
exercise of Options. The Committee members shall serve at the will of the
Compensation Committee of the Corporation’s Board of Directors and shall serve
terms of indefinite duration. The Committee shall have all powers necessary to
allow it properly to carry out its duties under the Plan. The Committee shall
have conferred upon it such other and further specified duties, power,
authority and discretion as are contemplated by the Plan either expressly or by
necessary implication. The Committee may appoint agents, who need not be
members of the Committee, as it deems reasonable and necessary to effectively
perform its duties, and may delegate to such agents such powers and duties,
whether ministerial or discretionary, as the Committee in its sole discretion
may deem expedient or appropriate. The decision of the Committee upon all
matters within the scope of its authority shall be final and conclusive on all
persons, except to the extent otherwise provided by law.


     Section 4. Eligibility. Options may be granted to any Eligible Employee.
An Eligible Employee is any employee who is actively employed on December 10,
1996, except that Eligible Employees do not include: (1) employees who were
granted options during 1996 pursuant to the Star Banc Corporation 1991 or 1996
Stock Incentive Plan, as amended, (“Executive Option Plan”); and (2) employees
who participated in the 1996 Executive Bonus Plan. An Eligible Employee shall
not include any person who on December 10, 1996 is employed on a temporary
basis. An employee who on December 10, 1996 is on an authorized leave of
absence from Star, including, without limitation, a leave of absence due to a
short-term disability, shall be considered an Eligible Employee for purposes of
this Plan, assuming that employee did not participate in the Executive Option
or Bonus Plans identified above. An employee who on December 10, 1996 is
entitled to receive benefits under a long-term disability plan
maintained by
Star shall not be an Eligible Employee for purposes of this Plan. However,
employees who were employed by Star in 1996 and began receiving benefits under
a long-term disability plan


 






 



maintained by Star prior to December 10, 1996 will
be considered Eligible Employees if they return to work at Star before December
10, 1997 and did not participate in the Executive Option and Bonus Plans
identified above. The Committee’s decision regarding eligibility shall be
final.


     Section 5. Granting of Options. Options shall be granted to all Eligible
Employees on December 10, 1996 (the “Grant Date”). Each Eligible Employee who
is exempt from the overtime compensation provisions of the Fair Labor Standards
Act (“FLSA”) will receive options for 525 post-split shares. Each Eligible
Employee who works for Star full time and is not exempt from the overtime
compensation provisions of the FLSA will receive options for 300 post-split
shares, and each Eligible Employee who works for Star part time and is not
exempt from the overtime compensation provisions of the FLSA will receive
options for 150 post-split shares. “Post-split shares” means shares of Star
Banc Corporation stock after the January 15, 1997 3 for 1 stock split.


     The Committee shall have final authority to determine the number of shares
to be covered by employees’ options in accordance with the foregoing and the
decision of the Committee shall be final.


     Section 6. Option Exercise Price. The exercise price for the shares of
Common Stock covered by options issued pursuant to this Plan shall be the “fair
market value” on the date of the grant of the options. “Fair market value”
shall be the closing price at which common shares traded on the New York Stock
Exchange, Inc., on December 10, 1996. ($30.33 for post-split shares.)


     Section 7. Term of Options. All options shall have a term of ten (10)
years from the date of the grant of the option, that is, until December 8,
2006. In the event an option is not exercised prior to December 8, 2006, the
option shall lapse and all rights of the option holder shall terminate.


     Section 8. Vesting and Exercisability of Options. Except as otherwise
provided in this Plan, twenty five percent (25%) of the options awarded
pursuant to this Plan may be exercised on or after December 10, 1997, with an
additional twenty five percent (25%) vesting each December 10 thereafter until
December 10, 2001, when all may be exercised so long as the option holder is
employed by Star on each respective vesting date. Options awarded pursuant to
this Plan shall not become one hundred
percent (100%) vested prior to December 10, 2001, except as provided in
Section 12 or Section 17 of this Plan. From and after December 10, 1997, and
subject to subparagraph (b) of this Paragraph 8, all vested options shall be
exercised in full in the manner set forth in Paragraph 9 below.


     (a)  If an option holder’s employment with Star shall terminate for any
reason other than such option holder’s early or normal retirement under the
provisions of any Star retirement plan, death, or “Disability” (as defined in
Star’s Long Term Disability Plan), then any options held by such option holder
at the time of such termination of employment, and all rights of the option
holder under this Plan shall terminate, effective as of the date of such option
holder’s termination of employment.


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     (b)  If, on or after the grant date, an option holder’s employment with
Star shall terminate by reason of such holder’s early or normal retirement,
death, or Disability, then any options held by such option holder on the date
of termination of employment shall be vested and exercisable in full in the
manner described in Paragraph 9, below, at any time during the period beginning
on the date of termination of employment and ending 180 days thereafter. If
the options are not exercised by such option holder before the end of said
period, the options, and all rights of the holder under this Plan, shall
terminate effective as of the end of said period.


     (c)  In the event an option holder’s unexercised options terminate under
the provisions of subparagraph (a) or (b) above, such holder’s options, and all
rights of the holder under this Plan, shall not be restored for any reason.


     (d)  For purposes of the Plan and notwithstanding any provision of the Plan
to the contrary, an option holder shall not be deemed to have terminated
employment with Star (i) during the period such option holder is on an
authorized leave of absence granted by Star; or (ii) as the result of such
option holder’s transfer of employment between or among the Corporation and its
subsidiaries or such holder’s change of position or responsibilities within
Star.


     Section 9. Method of Exercise. Options shall be exercised pursuant to the
terms of the options and the Plan by delivering written notice to the Committee
or its designee at the principal place of business of Star and on such forms as
shall be designated by the Committee from time to time. Securities purchased
pursuant to the Plan may be purchased on the open market or from the
Corporation, depending on business circumstances at the time of exercise. In
the event that such securities are purchased from the Corporation, the
Corporation will not charge any fees, charges or commissions to complete the
transactions.


     (a)  Options shall be exercised by either a “cash exercise method” or a
“cashless exercise method”. For purposes of this Plan, a “cash exercise
method” means a method in which the option holder pays the option exercise
price in cash or by personal check for the shares subject to option (along with
any required withholding taxes) simultaneously with the delivery of the notice
of exercise described above, and such option holder is then issued the number
of shares so purchased. For purposes of this Plan, a “cashless exercise
method” means a method permitted under the provision of Regulation T issued by
the Board of Governors of the Federal Reserve
System and under which an option holder may direct that a portion of the
shares to be issued upon exercise of the option be withheld by the Corporation
as payment, to the extent permitted by law, less required withholding taxes,
broker’s commissions and other related expenses, if any. The Committee shall
have the authority to establish procedures under either method, including
without limitation, the designation of the brokerage firm or firms through
which cashless exercises shall be effected.


     (b)  Under either method, the option exercise price shall be paid in full
at the time of exercise in U.S. dollars, and the Corporation shall require the
option holder to pay the Corporation in U.S. dollars at the time of exercise
the amount of tax required to be withheld by the Corporation under applicable
foreign, federal, state and local withholding tax laws.


     (c)  Except as provided in Section 8 above, an option holder must be an
employee of Star at the time of exercise of options.


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     Section 10. Tax Effects of Plan Participation. Employees may be subject
to income, capital gains, and/or other federal, state and/or local taxes as a
result of exercising options issued pursuant to the Plan. Employees may wish
to consult their tax advisor before exercising options issued pursuant to the
plan. The Corporation’s tax liabilities will not be affected by employees
exercising options pursuant to the Plan.


     Section 11. Nontransferability. No option shall be transferable by an
option holder. During an option holder’s lifetime, the options shall be
exercisable only by the option holder, provided that in the event an option
holder is incapacitated and unable to exercise such option holder’s options,
such option holder’s legal guardian or legal representative whom the Committee
deems appropriate based on all applicable facts and circumstances may exercise
such option holder’s options in accordance with the provisions of the Plan.
Any purported transfer of any option shall be null and void except as otherwise
provided by this Section 10.


     Section 12. No Rights. An option holder shall have no rights or interests
in any option except as set forth in the Plan. The Plan does not confer upon
any person any right with respect to the continuation of employment by Star,
nor does it limit in any way the right of Star to terminate employment at any
time. An option holder shall have no rights as a shareholder of Star Banc
Corporation with respect to the shares of Common Stock covered by options
except to the extent that shares are issued to such option holder upon the due
exercise of options.


     Section 13. Adjustment Upon Changes In Capitalization. In the event that
the outstanding shares of Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of Star or any
other corporation, whether through reorganization, recapitalization, stock
dividend, stock split, combination of shares, reclassification of the Common
Stock, merger or consolidation, then the
option rights (as to the number and kind of shares and the option exercise
price) shall be appropriately adjusted by the Committee. Comparable
adjustments shall be made for each subsequent such change or exchange of Common
Stock or any stock or other securities into which such Common Stock shall have
been changed or exchanged.


     Section 14. Amendment, Modification and Termination of the Plan. The
Board of Directors of the Corporation may terminate, amend or modify the Plan
any time, provided that no amendment, modification or termination of the Plan
shall in any manner adversely affect an option outstanding under the Plan
without the consent of the option holder, or such option holder’s successors as
described in Section 8.


     Section 15. Additional Conditions of the Options. If at any time the
Committee shall determine that listing, registration or qualification of the
Common Shares covered by an option pursuant to any securities exchange rule or
under any state or federal law or the consent or the approval of any
governmental regulatory body is necessary or desirable as a condition of or in
connection with the purchase of Common Shares under the option, the options may
not be exercised unless and until such listing, registration, qualification,
consent or approval shall have been obtained free of any conditions not
acceptable to the Committee. Any person exercising an option shall make such
representations and agreements and furnish such information as the Committee
may request to assure compliance with the foregoing or any other applicable
legal requirements.


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     Section 16. Effective Date of the Plan. The Plan shall become effective
December 10, 1996.


     Section 17. Governing Law. This Plan shall be construed under and
governed by the laws of the State of Ohio.


     Section 18. Change of Control. In the event of a Change of Control of the
Corporation prior to the various vesting dates described in Paragraph 8, above,
all outstanding Options shall become immediately fully vested and exercisable
notwithstanding any provision of the Plan to the contrary. Following a Change
of Control at anytime while an option is outstanding, (i) the surviving
corporation or entity shall continue to be bound by the terms and provisions of
the Plan and (ii) all unexercised options shall remain fully vested and
exercisable in accordance with the provisions of the Plan subject to any
adjustment described in Section 12.


     For purposes of this Agreement, a Change of Control of the Corporation
shall mean:


     (a)  The acquisition by any individual, entity or group within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act” a (“Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of
either (i) the then outstanding shares of common stock of
the Corporation (the “outstanding Corporation Common Stock”) or (ii) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
“Outstanding Corporation Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the company, or (iv) any
acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section 17; or


     (b)  Individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Corporation’s shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or


     (c)  Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Corporation
(a “Business Combination”), in each case, unless, following such Business
Combination, (i), all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the


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then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the Corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all
or substantially all of the Corporation’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 35% or more of, respectively, the
then outstanding shares of common stock of the Corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of the
members of the board of directors of the Corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or


     (d)  Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.


     This document constitutes the entire Plan.



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