exv10w2



 








EXHIBIT 10.2




CAPITOL BANCORP LTD. 2003 STOCK PLAN

STOCK OPTION AGREEMENT




     Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.



I. NOTICE OF STOCK OPTION GRANT




	 	 	 	 	 
	Optionee:

	 	EID	 	 
	

	 	 	 	

	

	 	Name	 	 
	

	 	 	 	

	

	 	Address	 	 
	

	 	 	 	

	

	 	Address	 	 
	

	 	 	 	

	

	 	City, St., Zip	 	 
	

	 	 	 	








     You have been granted an option to purchase Common Stock of the
Corporation, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:



	 	 	 
	Grant Number:
	 	 
	

	 	

	Date of Grant:
	 	 
	

	 	

	Exercise Price per Share:
	 	 
	

	 	

	Total Number of Shares Granted:
	 	 
	

	 	

	Type of Option:
	 	 
	

	 	

	Term/Expiration Date:
	 	 
	

	 	








Vesting Schedule:




     This Option may be exercised, in whole or in part, in accordance with
the following schedule:



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     In the event that an Optionee is terminated due to a job elimination or
reduction in force, the following provision shall apply. Immediately upon an
Optionee’s termination, due to job elimination or reduction in force, while an
Employee, each of the Optionee’s outstanding Options shall become vested on an
accelerated basis with respect to all Shares that would have become vested
during the 90 days following such termination if Optionee had remained an
Employee.



Termination Period:




     This Option may be exercised for 60 days after Optionee ceases to be an
Employee or Director. Upon the death or Disability of the Optionee, this Option
may be exercised for one year after Optionee ceases to be an Employee or
Director. Upon the Retirement of the Optionee, this Option may be exercised for
two years after Optionee ceases to be an Employee. In no event shall this
Option be exercised later than the Term/Expiration Date as provided above.



II. AGREEMENT




     1. Grant of Option. The Plan Administrator of the Corporation hereby
grants to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the “Optionee”) an option (the “Option”) to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “Exercise Price”), subject to the terms
and conditions of the Plan, which is incorporated herein by reference. Subject
to Section 15(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.



     If this Option is intended to be an Incentive Stock Option under Section
422 of the Code (“ISO”), to the extent that it exceeds the $100,000 limit of
Code Section 422(d), the excess shall be treated as a Nonstatutory Stock Option
(“NSO”).



     2. Exercise of Option.




          (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.



          (b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be
required by the Corporation pursuant to the provisions of the Plan. The
Exercise Notice shall be completed by the Optionee and delivered to Shareholder
Services Department of the Corporation. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the
Corporation of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price.



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     No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.



     3. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee
(subject to the Administrator’s prior written consent): (a) cash; or (b)
cashier’s or certified check; or (c) consideration received by the Corporation
under a cashless exercise program implemented by the Corporation in connection
with the Plan; or (d) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (ii) have a Fair Market Value
on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.



     4. Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The
terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.



     5. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.



     6. Tax Consequences. Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. THIS SUMMARY
IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.



          (a) Exercising the Option.



                    (i) Nonstatutory Stock Option. The Optionee may incur regular federal
income tax liability upon exercise of a NSO. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the Exercised Shares
on the date of exercise over their aggregate Exercise Price. If the Optionee is
an Employee or a former Employee, the Corporation will be required to withhold
from his or her compensation or collect from Optionee and pay to the applicable
taxing authorities an amount in cash equal to a percentage of this compensation
income at the time of exercise, and may refuse to honor the exercise and refuse
to deliver Shares if such withholding amounts are not delivered at the time of
exercise.



                    (ii) Incentive Stock Option. If this Option qualifies as an ISO, the Optionee
will have no regular federal income tax liability upon its exercise, although
the excess, if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price will be treated as an
adjustment to alternative minimum taxable income



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for federal tax purposes and may subject the Optionee to alternative minimum
tax in the year of exercise. In the event that the Optionee ceases to be an
Employee but remains an Eligible Individual, any Incentive Stock Option of the
Optionee that remains unexercised shall cease to qualify as an Incentive Stock
Option and will be treated for tax purposes as a Nonstatutory Stock Option on
the date three (3) months and one (1) day following such change of status.




         (b) Disposition of Shares.



                    (i) NSO. If the Optionee holds NSO Shares for at least one year, any gain
realized on disposition of the Shares will be treated as long-term capital gain
for federal income tax purposes.



                    (ii) ISO. If the Optionee holds ISO Shares for at least one year after
exercise and two years after the grant date, any gain realized on disposition
of the Shares will be treated as long-term capital gain for federal income tax
purposes. If the Optionee disposes of ISO Shares within one year after exercise
or two years after the grant date, any gain realized on such disposition will
be treated as compensation income (taxable at ordinary income rates) to the
extent of the excess, if any, of the lesser of (A) the difference between the
Fair Market Value of the Shares acquired on the date of exercise and the
aggregate Exercise Price, or (B) the difference between the sale price of such
Shares and the aggregate Exercise Price. Any additional gain will be taxed as
capital gain, short-term or long-term depending on the period that the ISO
Shares were held.



      (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on
or before the later of (i) two years after the grant date, or (ii) one year
after the exercise date, the Optionee shall immediately notify the Corporation
in writing of such disposition. The Optionee agrees that he or she may be
subject to income tax withholding by the Corporation on the compensation income
recognized from such early disposition of ISO Shares by payment in cash or out
of the current earnings paid to the Optionee.



     7. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Corporation and the
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the
Corporation and the Optionee. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of Michigan.



     8. NO GUARANTEE OF CONTINUED SERVICE. THE OPTIONEE ACKNOWLEDGES AND AGREES THAT
THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS AN EMPLOYEE AT THE WILL OF THE CORPORATION (AND NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).
THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED



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HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE
OPTIONEE’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE THE OPTIONEE’S
RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE.




     By your signature and the signature of the Corporation’s representative
below, you and the Corporation agree that this Option is granted under and
governed by the terms and conditions of the Plan and this Option Agreement. The
Optionee has reviewed the Plan and this Option Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement and fully understands all provisions of the Plan and Option
Agreement. The Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Option Agreement. The Optionee further agrees to
notify the Corporation upon any change in the residence address indicated
below.



	 	 	 	 	 	 	 
	The Optionee:	 	Capitol Bancorp Ltd., a Michigan	 	 
	 	 	corporation	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
 

	 	 	 	
 	 	 
	Signature
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Its:	 	 	 	 
	
 

	 	 	 	
 	 	 
	Print Name
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Residence Address:	 	Address:	 	 
	 
	 	 	 	 	 	 
	 	 	One Business & Trade Center
	
	 	200 Washington Square North
	
	 	Lansing, Michigan 48933







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