ChoiceOne Financial Services, Inc. - 10-K


Exhibit 10.4


 


CHOICEONE FINANCIAL SERVICES, INC.





 DIRECTORS STOCK PURCHASE PLAN


 


Warner Norcross & Judd LLP





900 Old Kent Building





111 Lyon Street, N.W.





Grand Rapids, Michigan 49503-2489


 



     


     


    




 


CHOICEONE FINANCIAL SERVICES, INC.





DIRECTORS= STOCK PURCHASE PLAN


 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	ARTICLE 1	Establishment and Purposes of Plan	- 1 -
	 	1.1	Establishment of Plan; Purposes of Plan	- 1 -
	 	Effective Date	- 1 -
	 	1.3	Number of Shares of Stock	- 1 -
	ARTICLE 2	Definitions	- 1 -
	 	2.1	Committee	- 1 -
	 	2.2	Common Stock	- 1 -
	 	2.3	Company	- 1 -
	 	2.4	Director’s Fee	- 1 -
	 	2.5	Market Value	- 2 -
	 	2.6	Participant	- 2 -
	 	2.7	Plan	- 2 -
	ARTICLE 3	Administration	- 2 -
	 	3.1	Power and Authority	- 2 -
	 	3.2	Delegation of Powers; Employment of Advisers	- 2 -
	 	3.3	Indemnification of Committee Members	- 2 -
	ARTICLE 4	Participation	- 3 -
	 	4.1	Eligibility to Participate	- 3 -
	ARTICLE 5	Elective Payment of Director’s Fees in Common Stock	- 3 -
	 	5.1	Payment of Directors Fees	- 3 -
	 	5.2	Prior Election	- 3 -
	 	5.3	Timing of Payments	- 3 -
	 	5.4	Vesting	- 3 -
	ARTICLE 6	General Provisions	- 3 -
	 	6.1	Amendment; Termination	- 3 -
	 	6.2	Rights Not Assignable	- 4 -
	 	6.3	Unsecured Creditor Status	- 4 -
	 	6.4	No Trust or Fiduciary Relationship	- 4 -
	 	6.5	Construction	- 4 -
	 	6.6	Disputes	- 4 -
	 	6.7	Unfunded Plan	- 4 -
	 	6.8	Self-Employment Taxes	- 4 -
	 	6.9	Right of Company to Replace Directors	- 5 -
	 	6.10	Governing Law; Severability	- 5 -







 






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CHOICEONE FINANCIAL SERVICES, INC.





DIRECTORS= STOCK PURCHASE PLAN


 


ARTICLE 1


 


Establishment and Purposes of Plan


 


1.1       Establishment
of Plan; Purposes of Plan. The Company hereby establishes the ChoiceOne Financial Services, Inc. Directors’ Stock Purchase
Plan. The purposes of the Plan are to provide an opportunity and means by which directors can increase their financial interest
in the Company, and thereby increase their personal interest in the Company’s continued success, through the payment of directors=
fees in Company Common Stock.


 


1.2       Effective
Date. The “Effective Date” of the Plan is July 15, 1998. Each Plan provision applies until the effective date of
an amendment of that provision.


 


1.3       Number
of Shares of Stock. Subject to appropriate adjustment as required in connection with any change in the capital structure of
the Company, a maximum of 50,000 shares of Common Stock shall be available under the Plan.


 


ARTICLE 2


 


Definitions


 


2.1       Committee.
“Committee” means the Personnel and Benefits Committee of the Board of Directors or such other committee as the Board
of Directors shall designate to administer the Plan. The Committee shall consist of at least two members of the Board, and all
of its members shall be “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934,
as amended.


 


2.2       Common
Stock. “Common Stock” means the common stock, without par value, of ChoiceOne Financial Services, Inc.


 


2.3       Company.
“Company” means ChoiceOne Financial Services, Inc.


 


2.4       Director’s
Fee. “Director’s Fee” means the amount of income payable to a Participant for service as a director, including
payments for attendance at meetings of the Board of Directors or meetings of committees of the Board of Directors, and any retainer
fee paid to members of the Board of Directors.


 






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2.5       Market
Value. “Market Value” means an amount determined by the Committee, in its discretion, taking into account
such factors as it considers advisable. Factors that the Committee may, but need not, consider include, without limitation, the
prices at which recent sales of Common Stock have been made, and the most recent reported bid and asked prices of the Common Stock
as reported by the Company’s market makers on the applicable date.


 


2.6       Participant.
“Participant” means any individual who is participating in the Plan.


 


2.7       Plan.
“Plan” means the ChoiceOne Financial Services, Inc. Directors’ Stock Purchase Plan, as such plan may be amended,
administered or interpreted from time to time.


 


ARTICLE 3


 


Administration


 


3.1       Power
and Authority. The Committee shall administer the Plan, shall have full power and authority to interpret the provisions of
the Plan, and shall have full power and authority to supervise the administration of the Plan. All determinations, interpretations
and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at
such times and places as it deems advisable. Action may be taken by a written instrument signed by a majority of the members of
the Committee, and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The
Committee shall make such rules and regulations for the conduct of its business as it deems advisable. The members of the Committee
shall not be paid any additional fees for their services.


 


3.2       Delegation
of Powers; Employment of Advisers. The Committee may delegate to any agent such duties and powers, both ministerial and discretionary,
as it deems appropriate except those that may not be delegated by law or regulation. In administering the Plan, the Committee may
employ attorneys, consultants, accountants or other persons, and the Company and the Committee shall be entitled to rely upon the
advice, opinions or valuation of any such persons. All usual and reasonable expenses of the Committee shall be paid by the Company.


 


3.3       Indemnification
of Committee Members. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless
by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the
Committee’s taking or failing to take any action under the Plan. Each such person shall be justified in relying on information
furnished in connection with the Plan’s administration by any appropriate person or persons.


 






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ARTICLE 4


 


Participation


 


4.1       Eligibility
to Participate. A director shall be eligible to become a Participant in the Plan on the first day of the individual’s
term as a director.


 


ARTICLE 5


 


Elective Payment of Director’s
Fees in Common Stock


 


5.1       Payment
of Director=s Fees. A Participant may elect to receive payment of 25%, 50%, 75% or 100% of Director’s Fees in the form
of Common Stock. On each quarterly payment date, the Participant shall receive a number of shares of Common Stock (rounded to the
nearest whole share) determined by dividing the dollar amount of fees payable that the director has elected to receive in Common
Stock by the Market Value of Common Stock on the day before the quarterly payment date.


 


5.2       Prior
Election. The election to receive Director’s Fees in the form of Common Stock shall be made by the Participant on a form
provided for that purpose prior to a quarterly payment date. The election shall continue in effect until revoked or modified for
a subsequent quarterly payment date by the Participant.


 


5.3       Timing
of Payments. Payment shall be made to the Participant on each January 1, April 1, July 1, October 1 or such other dates on
which the Director’s Fees would have been payable to the Participant if the Participant had not made an election to receive
Director=s Fees in the form of Common Stock.


 


5.4       Vesting.
The right to receive shares of Common Stock equal to the quotient of Director=s Fees payable divided by the Market Value of Common
Stock on the quarterly payment date shall not be subject to forfeiture for any reason.


 


ARTICLE 6


 


General Provisions


 


6.1       Amendment;
Termination. The Company reserves the right to amend the Plan prospectively or retroactively, in whole or in part, or to
terminate the Plan, provided that no change or amendment may be made more than once every six months and that an amendment or termination
may not reduce or revoke shares of Common Stock accrued and the amounts represented by them promised to be paid to Participants
as of the later of the date of adoption of the amendment or the effective date of the amendment or termination.


 






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6.2       Rights
Not Assignable. Amounts promised under the Plan shall not be subject to assignment, conveyance, transfer, anticipation, pledge,
alienation, sale, encumbrance or charge, whether voluntary or involuntary, by the Participant, even if directed under a qualified
domestic relations order or other divorce order. An interest in any amount shall not provide collateral or security for a debt
of a Participant or be subject to garnishment, execution, assignment, levy or to another form of judicial or administrative process
or to the claim of a creditor of a Participant through legal process or otherwise. Any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, charge or to otherwise dispose of benefits payable, before actual receipt of the benefits, or a right
to receive benefits, shall be void and shall not be recognized.


 


6.3       Unsecured
Creditor Status. A Participant shall be an unsecured general creditor of the Company as to the payment of any benefit under
the Plan. The right of any Participant to be paid the amount promised in the Plan shall be no greater than the right of any other
general, unsecured creditor of the Company.


 


6.4       No
Trust or Fiduciary Relationship. Nothing contained in the Plan shall be deemed to create a trust or fiduciary relationship
of any kind for the benefit of any Participant.


 


6.5       Construction.
The singular includes the plural, and the plural includes the singular, unless the context clearly indicates the contrary. Capitalized
terms (except those at the beginning of a sentence or part of a heading) have the meaning specified in the Plan. If a capitalized
term is not defined in the Plan, the term shall have the general, accepted meaning of the term.


 


6.6       Disputes.
In the event that a dispute arises regarding the eligibility to participate in the Plan or any other matter relating to Plan participation,
such dispute shall be made to the Committee. The determination by the Committee with respect to such disputes shall be final and
binding on all parties. In the event that a dispute arises regarding the amount of any benefit payment under the Plan that is not
related to Participant eligibility disputes, the Committee may appoint a qualified independent certified public accountant to determine
the amount of payment and such determination shall be final and binding on all parties.


 


6.7       Unfunded
Plan. This shall be an unfunded plan within the meaning of the Internal Revenue Code of 1986, as amended. Benefits provided
in the Plan constitute only an unsecured contractual promise to pay in accordance with the terms of the Plan by the Company.


 


6.8       Self-Employment
Taxes. To the extent that amounts paid under the Plan are deemed to be net earnings from self-employment, each director shall
be responsible for any taxes payable under federal, state or local law.


 






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6.9       Right
of Company to Replace Directors. Neither the action of the Company in establishing the Plan, nor any provision of the Plan,
shall be construed as giving any director the right to be retained as a director, or any right to any payment whatsoever except
to the extent of the benefits provided for by the Plan. The Company expressly reserves the right at any time to replace or fail
to renominate any director without any liability for any claim against the Company for any payment whatsoever except to the extent
provided for in the Plan. The Company has no obligation to create any other or subsequent deferred compensation plan for directors.


 


6.10      Governing
Law; Severability. The Plan shall be construed, regulated and administered under the laws of the State of Michigan. If any
provisions of the Plan shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect
the remaining provisions of the Plan, and the Plan shall be deemed to be modified to the least extent possible to make it valid
and enforceable in its entirety.


 






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