exv4w4






Exhibit 4.4




1999 DIRECTORS’ STOCK OPTION PLAN

OF

MONROE BANCORP




     1. Purpose. The 1999 Directors’ Stock Option Plan of Monroe Bancorp (the “Plan”) is
designed to promote the interests of Monroe Bancorp (“Company”) and its Subsidiaries through the
granting of nonqualified stock options (“NSO’s”) to the members of the Board of Directors of the
Company (“Directors”).



     2. Effective Date and Duration. The effective date of the Plan is January 1, 1999.
Options may be granted under the Plan for a period of ten (10) years commencing January 1, 1999;
however, no options may be exercised until the Plan has been approved by a majority of the shares
of the Company represented at the shareholders’ meeting at which approval of the Plan is
considered. No options shall be granted under the Plan after December 31, 2009. Upon that date,
the Plan shall expire, except as to outstanding options which options shall remain in effect until
they have been exercised, terminated or expired.



     3. Administration.



          (a) Administrative Committee. The Plan shall be administered by the Executive
Committee of the Board of Directors (“Committee”). The Committee, from time to time, may adopt any
rule or procedure it deems necessary or desirable for the proper and efficient administration of
the Plan provided it is consistent with the terms of the Plan. The decision of a majority of the
Committee members shall constitute the decision of the Committee. In administering the Plan, the
Committee’s actions and determinations shall be binding on all interested parties. A member of the
Committee shall be eligible, at any time when he is such a member, to receive an option under the
Plan. The decision of a majority of the members of the Committee shall constitute the decision of
the Committee.




          (b) Administrative Discretion. Notwithstanding any other provisions of the Plan,
unless set forth or otherwise contemplated herein, the Committee shall have no authority to (i)
grant NSO’s; (ii) determine the option period; (iii) determine the time or times at which NSO’s
will be granted; (iv) determine the time or times when each NSO becomes exercisable; (v) determine
other conditions and limitations, if any, applicable to the exercise of each NSO; or (vi) determine
the nature and duration of the restrictions, if any, to be imposed upon the sale or other
disposition of shares acquired by any Director upon exercise of an NSO, and the nature of the
events, if any, and the duration of the period, in which any Director’s rights in respect of shares
acquired upon exercise of an option may be forfeited. Each NSO granted under the Plan to a
Director shall be evidenced by a written stock option agreement substantially in the form attached
hereto as Exhibit A. Any notice or document required to be given to or filed with the Committee
will be properly given or filed if delivered or mailed by certified mail, postage prepaid, to the
Committee at 210 East Kirkwood Avenue, Bloomington, Indiana 47408.




          (c) No Contract of Employment. Neither the Plan nor any stock option agreement
executed hereunder shall constitute a contract of employment between the Company and a Director.
Participation in the Plan does not give any Director the right to be retained,





 









 







nominated or reelected as a Director, nor will participation in the Plan give any Director any
right or claim to any benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.




     4. Shares Covered by the Plan. The stock to be subject to options under the Plan
shall be shares of authorized common stock of the Company and may be unissued shares or reacquired
shares (including shares purchased in the open market), or a combination thereof, as the Committee
may from time to time determine. Subject to the provisions of Section 11, the maximum number of
shares to be delivered upon exercise of all options granted under the Plan shall not exceed one
hundred fifty-three thousand (153,000) shares. If the exercise price of any option granted under
the Plan is satisfied by tendering shares to the Company (by either actual delivery or by
attestation), only the number of shares issued net of shares tendered shall be deemed delivered for
purposes of determining the maximum number of shares available for delivery under the Plan. Shares
covered by an option that are forfeited due to termination of service or that remain unpurchased or
undistributed upon expiration or termination of the option may be made subject to further options.



     5. Eligibility and Grant of Options. On or as soon as reasonably practicable
following January 1, 1999, each member of the Board of Directors shall receive an option to acquire
five thousand (5,000) shares of common stock of the Company. Thereafter, each individual who is
elected to serve as a member of the Board of Directors and who has not been previously granted an
option hereunder shall receive an option to acquire five thousand (5,000) shares of Company stock.
Such option shall be granted as soon as reasonably practicable following the Director’s election.



     6. Option Price. The option price per share of stock under each NSO shall be
determined by the Committee in its discretion; provided, however, the option price per share shall
be not less than one hundred percent (100%) of the Fair Market Value of the shares on the date on
which the option is granted. For this purpose, Fair Market Value means the per share closing price
for the Company’s common stock on the last trading day prior to the date on which the option is
granted upon the principal securities exchange on which such shares are traded or, if such shares
are not then traded on any exchange, at the average of the low bid and high asked price of such
securities on such trading day in the over-the-counter market. If the Company’s stock is not
traded in the over-the-counter market, Fair Market Value shall mean the amount determined by the
Committee in its discretion and in good faith taking into account such factors as the Committee
deems relevant.



     7. Option Period. The option period for each option granted under the Plan shall be
ten (10) years from the date of grant of such option.



     8. Vesting and Exercise of Options. All options granted under the Plan shall vest,
and thereby become exercisable, on the first anniversary of the date on which such options were
granted. Notwithstanding the foregoing, in the event of a Change in Control of the Company or the
permanent and total disability or death of a Director, any options granted under the Plan may be
exercised in full without regard to any restrictions on the vesting of the options. All rights to
exercise an option shall terminate sixty (60) days after the date on which the Director ceases to



 









 




be a Director of the Company, but not later than the date the option expires pursuant to its terms,
unless such termination is on account of permanent and total disability or death. In this case,
the option shares otherwise exercisable may be exercised within one (1) year from the date the
Director’s status as a Director ceases due to permanent and total disability or death, but not
later than the date the option expires pursuant to its terms. During such period, subject to the
limitations of the Plan, the Director, his guardian, attorney-in-fact or personal representative,
as the case may be, may exercise the option in full. For purposes of the Plan, permanent and total
disability shall mean any disability that would qualify as a disability under Section 22(c)(3) of
the Internal Revenue Code of 1986, as amended.




     9. Payment for Stock. Full payment for shares purchased hereunder shall be made at
the time the option is exercised. Payment may be made by delivering to the Company (a) cash; (b)
whole shares of common stock of the Company (“Delivered Stock”) which (i) has been owned by the
Director for more than six (6) months and has been paid for, within the meaning of Securities
Exchange Commission Rule 144 (and, if such stock was purchased from the Company by use of a
promissory note, such note has been fully paid with respect to such stock), or (ii) was obtained by
the Director in the public market or otherwise than through the exercise of an option under this
Plan or under any other stock option plan involving Company stock; (c) a combination of cash and
Delivered Stock; or (d) provided that a public market for the Company’s common stock exists, (i)
through a “same day sale” commitment from the Director and a broker-dealer that is a member of the
National Association of Securities Dealers (“NASD Dealer”) whereby the Director irrevocably elects
to exercise the option and to sell a portion of the common stock so purchased in order to pay the
option price, and whereby the NASD Dealer irrevocably commits upon receipt of such stock to forward
the option price directly to the Company; or (ii) through a “margin” commitment from the Director
and an NASD Dealer whereby the Director irrevocably elects to exercise the option and to pledge the
stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the option price and whereby the NASD Dealer irrevocably commits upon
receipt of such stock to forward the option price directly to the Company. Delivered Stock shall
be valued by the Committee at its Fair Market Value determined as of the date of the exercise of
the option. No shares shall be issued until full payment for them has been made, and a Director
shall have none of the rights of a shareholder with respect to any shares until they are issued to
him. Upon payment of the full purchase price, and any required withholding taxes, the Company
shall issue a certificate or certificates to the Director evidencing ownership of the shares
purchased pursuant to the exercise of the option which contain(s) such terms, conditions and
provisions as may be required and as are consistent with the terms, conditions and provisions of
the Plan and the stock option agreement between the Company and the Director. For purposes of this
Section 9, payment for shares purchased hereunder may be delivered to the Company through such
attestation or certification procedures as may be established by the Committee from time to time in
its sole discretion.



 









 





     10. Nontransferability. No option shall be transferable, except by the Director’s
will or the laws of descent and distribution. During the Director’s lifetime, his option shall be
exercisable (to the extent exercisable) only by him. The option, and any rights and privileges
pertaining thereto, shall not be transferred, assigned, pledged or hypothecated by the Director in
any way, whether by operation of law of otherwise and shall not be subject to execution, attachment
or similar process.



     11. Changes in Stock.



          (a) Substitution of Stock and Assumption of Plan. In the event of any change in the
common stock of the Company through stock dividends, split-ups, recapitalizations,
reclassifications or otherwise, or in the event that other stock shall be substituted for the
present common stock of the Company as the result of any merger, consolidation or reorganization or
similar transaction which constitutes a Change in Control of the Company, then the Committee shall
make appropriate adjustment or substitution in the aggregate number, price and kind of shares
available under the Plan and in the number, price and kind of shares covered under any options
granted or to be granted under the Plan. The Committee’s determination in this respect shall be
final and conclusive. Provided, however, that the Company shall not, and shall not permit its
Subsidiaries to, recommend, facilitate or agree or consent to a transaction or series of
transactions which would result in a Change of Control of the Company unless and until the person
or persons or entity or entities acquiring or succeeding to the assets or capital stock of the
Company or any of its Subsidiaries as a result of such transaction or transactions agrees to be
bound by the terms of the Plan so far as it pertains to options theretofore granted and agrees to
assume and perform the obligations of the Company and its Successor hereunder (as defined in
subsection (b)).




          (b) Conversion of Stock. In the event of a Change in Control of the Company pursuant
to which another person or entity acquires control of the Company (such other person or entity
being the “Successor”), the kind of shares of common stock which shall be subject to the Plan and
to each outstanding option shall, automatically by virtue of such Change in Control of the Company,
be converted into and replaced by shares of common stock, or such other class of securities having
rights and preferences no less favorable than common stock of the Successor, and the number of
shares subject to the option and the purchase price per share upon exercise of the option shall be
correspondingly adjusted, so that, by virtue of such Change in Control of the Company, each
Director shall have the right to purchase (i) that number of shares of common stock of the
Successor which have a fair market value equal, as of the date of such Change in Control of the
Company, to the fair market value, as of the date of such Change in Control of the Company, of the
shares of common stock of the Company theretofore subject to his option, (ii) for a purchase price
per share which, when multiplied by the number of shares of common stock of the Successor subject
to the option, shall equal the aggregate exercise price at which the Director could have acquired
all of the shares of common stock of the Company previously optioned to the Director.




     12. Information to be Furnished by Directors. Directors, or any other persons
entitled to benefits under the Plan, must furnish to the Committee such documents, evidence, data
or



 









 




other information as the Committee considers necessary or desirable for the purpose of
administering the Plan. The benefits under the Plan for each Director, and each other person who
is entitled to benefits hereunder, are to be provided on the condition that he furnish full, true
and complete data, evidence or other information, and that he will promptly sign any document
reasonably related to the administration of the Plan requested by the Committee.




     13. Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person relying thereon considers pertinent and
reliable, and signed, made or presented by the proper party or parties.



     14. Gender and Number. When the context admits, words in the masculine gender shall
include the feminine gender, the plural shall include the singular and the singular shall include
the plural.



     15. Action by Company. Any action required of or permitted by the Company under the
Plan shall be by resolution of the Board of Directors or by a person or persons authorized by
resolution of the Board of Directors.



     16. Controlling Laws. Except to the extent superseded by the laws of the United
States, the laws of Indiana, without reference to the choice of law principles thereof, shall be
controlling in all matters relating to the Plan.



     17. Mistake of Fact. Any mistake of fact or misstatement of facts shall be corrected
when it becomes known and proper adjustment made by reason thereof.



     18. Severability. In the event any provisions of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if such illegal or invalid provisions had
never been contained in the Plan.



     19. Effect of Headings. The descriptive headings and Sections of the Plan are
inserted for convenience of reference and identification only and do not constitute a part of the
Plan for purposes of interpretation.



     20. Amendment and Discontinuance. The Board of Directors may, at any time, without
the approval of the shareholders of the Company (except as otherwise required by applicable law,
rule or regulations, including without limitation any shareholder approval of the safe harbor
provisions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934) alter, amend,
modify, suspend or discontinue the Plan, but may not, without the consent of the holder of an
option, make any alteration which would adversely affect an option previously granted under the
Plan. Provided, further, the Board of Directors may not, without the approval of the shareholders
of the Company, make any alteration which would (a) increase the aggregate number of shares subject
to options under the Plan, except as provided in Section 11; (b) decrease the minimum option price,
except as provided in Section 11; (c) extend the term of the Plan or the term during which any
option can be exercised; (d) change the restrictions on the transferability of options; (e) change
the manner of determining the option price; (f) change the



 









 




time(s) at or circumstances under which options may be exercised; (g) change the class of
individuals eligible for options; or (h) withdraw administration of the Plan from the Committee or
the Board of Directors.




     21. Liability. No member of the Board of Directors, the Committee or officers or
employees of the Company or any of its Subsidiaries shall be personally liable for any action,
omission or determination made in good faith in connection with the Plan.



     22. Withholding. A Director shall be solely responsible for all federal, state, city
and local taxes applicable to his exercise of an NSO under the Plan and, where required by
applicable law, will pay to the Company all such taxes. The Committee may, in its discretion and
subject to such rules as it may adopt, permit a Director to satisfy, in whole or in part, any
withholding tax obligation which may arise in connection with the exercise of the option by having
the Company retain shares of stock which would otherwise be issued in connection with the exercise
of the option or accept delivery from the Director of shares of Company stock which have a Fair
Market Value, determined of the date of the delivery of such shares, equal to the amount of
withholding tax to be satisfied by that retention or delivery.



     23. Miscellaneous.



          (a) The term “Board” or “Board of Directors” means board of directors of the Company.




          (b) The term “Subsidiary” or “Subsidiaries” means any banking institution or other corporation
more than fifty percent (50%) of whose total combined voting stock of all classes is held by the
Company or by another corporation qualifying as a Subsidiary within this definition.




          (c) The term “Change in Control of the Company” means (i) any merger or consolidation of the
Company or any Subsidiary irrespective of which party is the surviving entity; (ii) any sale,
lease, exchange, transfer or other disposition of all or any substantial part of the assets of the
Company or any Subsidiary; (iii) any tender offer, exchange offer or other purchase offer and/or
agreement to purchase as much as (or more than) twenty percent (20%) of the outstanding common
stock of the Company or any Subsidiary; (iv) during any period of two (2) consecutive years during
the term of the Plan specified in Section 2, individuals who at the date of the adoption of the
Plan constitute the Board of Directors of the Company cease for any reason to constitute at least a
majority thereof, unless the election of each Director at the beginning of such period has been
approved by Directors representing at least a majority of the Directors then in office who were
Directors on the date of the adoption of the Plan; or (v) a majority of the Board of Directors or a
majority of the shareholders of the Company approve, adopt, agree to recommend, or accept any
agreement, contract, offer or other arrangement providing for, or any series of transactions
resulting in, any of the transactions described above. Notwithstanding the foregoing, a Change in
Control of the Company (A) shall not occur as a result of the issuance of stock by the Company in
connection with any public offering of its stock, or (B) be deemed to have occurred with respect to
any transaction unless such transaction has been approved or tendered by a majority of the
shareholders who are not Section 16 grantees.





 









 







For this purpose, a Section 16 grantee is a person subject to potential liability under Section
16(b) of the Securities Exchange Act of 1934, as amended with respect to transactions involving
equity securities of the Company.