exhibit10_7.htm


    EXHIBT
10.7

     

     

    
      

      

    

    

      
 

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      OMNIBUS
INCENTIVE AND EQUITY PLAN

      


      Michigan
Commerce Bancorp Limited

      


      Effective
as of _____, 2009

      


      


      


      


      


      


       

       

       

       

       

       

       

       

      
 

      


      


      


      


      


      
        

        

      

      
 

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Michigan
Commerce Bancorp Limited

      Omnibus Incentive and Equity
Plan

      


      ARTICLE
1

      PURPOSE

       

      The
purpose of the Plan is to foster and promote the long-term financial success of
the Company and to materially increase shareholder value by (a) providing
flexibility to the Company to implement annual and long term incentives that are
consistent with the Company’s goals, (b) encouraging and providing for the
acquisition of an ownership interest in the Company by Employees, and
(c) enabling the Company to attract and retain the services of high quality
Employees, Directors and Consultants upon whose judgment, interest and special
effort the successful conduct of its operations is largely
dependent.

       

      All
outstanding awards under any pre-spinoff employee stock plans or restricted
stock plans attributable to the
Employees, as such awards have been or may be modified or equitably adjusted in
connection with the spin-off, immediately prior to the effective date of the
spin-off are hereby incorporated into this Plan and shall accordingly be treated
as Awards under this Plan. However, each such award shall continue to be
governed solely by the terms and conditions of the instrument(s) evidencing such
grant or issuance, and, except as otherwise expressly provided herein or by the
Committee, no provision of this Plan shall affect or otherwise modify the rights
or obligations of holders of such incorporated awards. For these awards, the
name of the company will be changed to the Company and the shares or equivalents
will be converted to or settled in Company shares or equivalents, or cash, as
determined by the Committee.  Any change to such awards made pursuant
to this provision shall comply with Section 409A.

       

      ARTICLE
2

      DEFINITIONS

       

      2.1 Definitions.  Whenever
used herein, the following terms shall have the respective meanings set forth
below:

       

      “Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any
successor thereto, and the applicable rulings and regulations
thereunder.

       

      “Adjustment
Event” means any stock dividend, stock split or share combination of, or
extraordinary cash dividend on, the Common Stock or recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange
of shares, warrants or rights offering to purchase Common Stock at a price
substantially below Fair Market Value, or other similar event affecting the
Common Stock.

       

      “Annual Incentive
Award” means an Award made pursuant to Article 9 with a Performance
Cycle of one year or less.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Award”
means any award made pursuant to the Plan, including but not limited to the
award of an Annual Incentive Award, a Long-Term Incentive Award, an Option, a
Stock Appreciation Right, a Restricted Stock Unit, Restricted Stock, or other
award under the Plan.

       

      “Award
Agreement” means the electronic or written document by which each Award
is evidenced, and which may, but need not be (as determined by the Committee),
executed or acknowledged by a Participant as a condition to receiving an Award
or the benefits under an Award, and which sets forth the terms and provisions
applicable to Awards granted under the Plan to such Participant. Award
Agreements shall be subject to the terms and conditions of the Plan, whether or
not explicitly provided in the particular Award Agreement.

       

      “Beneficial
Owner” means any “person”, as such term is used in Section 13(d) of
the Act, who, directly or indirectly, has or shares the right to vote or dispose
of such securities or otherwise has “beneficial ownership” of such securities
(within the meaning of Rule 13d-3 and Rule 13d-5 under the Act), including
pursuant to any agreement, arrangement or understanding (whether or not in
writing).

       

      “Board” or “Board
of Directors” means the Board of Directors of the Company.

       

      “Cause”
means:

       

      (a)   the
willful failure by the Participant to perform substantially his duties as an
Employee (other than due to physical or mental illness) after reasonable notice
to the Participant of such failure;

       

      (b)          
the Participant’s engaging in serious misconduct that is injurious to the
Company or any Subsidiary in any way, including, but not limited to, by the way
of damage to their respective reputations or standings in their respective
industries;

       

      (c)   the
Participant’s having been convicted of, or having entered a plea of nolo
contendere to, a crime that constitutes a felony; or

       

      (d)   the
breach by the Participant of any written covenant or agreement with the Company
or any Subsidiary not to disclose or misuse any information pertaining to, or
misuse any property of, the Company or any Subsidiary or not to compete or
interfere with the Company or any Subsidiary.

       

      “Change in
Control” means the first occurrence of:

       

      (a)   any
person (other than the Company, any Subsidiary, or employee benefit plan
maintained by the Company or any Subsidiary (or any trustee or fiduciary of such
employee benefit plan)) acquires “beneficial ownership” (within the meaning of
Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company’s
securities;

       

      (b)   within
any 24-month period, the persons who were Directors of the Company at the
beginning of such period (the “Incumbent
Directors”) shall cease to constitute at least a majority of the Board of
Directors or the board of directors of any successor to the 

       

      
        
          
          

        

        
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      Company;
provided that any Director elected or nominated for election to the Board by a
majority of the Incumbent Directors then still in office shall be deemed to be
an Incumbent Director;

       

      (c)   the
effective date of any merger, consolidation, share exchange, division, sale or
other disposition of all or substantially all of the assets of the Company which
is consummated (a “Corporate
Event”), if immediately following the consummation of such Corporate
Event those Persons who were stockholders of the Company immediately prior to
such Corporate Event do not hold, directly or indirectly, a majority of the
voting power, in substantially the same proportion as prior to such Corporate
Event, of (x) in the case of a merger or consolidation, the surviving or
resulting corporation or (y) in the case of a division or a sale or other
disposition of assets, each surviving, resulting or acquiring corporation which,
immediately following the relevant Corporate Event, holds more than 25% of the
consolidated assets of the Company immediately prior to such Corporate
Event;

       

      (d)   the
approval by stockholders of the Company of a plan of liquidation with respect to
the Company; or

       

      (e)   the
occurrence of any other event occurs which the Board declares to be a Change in
Control.

       

      “Change in Control
Settlement Value” shall mean, with respect to a share of Common Stock,
the excess of the Change in Control Stock Value over the option price of the
Option or the base price of the Stock Appreciation Right covering such share of
Common Stock, provided that, (i) with respect to any Option which is an
Incentive Stock Option, the Change in Control Settlement Value shall not exceed
the maximum amount permitted for such Option to continue to qualify as an
Incentive Stock Option and (ii) in respect of that portion, if any, of any
Option or Stock Appreciation Right that had not become exercisable on or before
December 31, 2004, the Change in Control Settlement Value shall not exceed
the maximum amount permitted for such Option or Stock Appreciation Right to
remain exempt from Section 409A.

       

      “Change in Control
Stock Value” shall mean the value of a share of Common Stock determined
as follows:

       

      (a)   if the
Change in Control results from an event described in clause (c) of the
Change in Control definition, the highest per share price paid for shares of
Common Stock of the Company in the transaction resulting in the Change in
Control; or

       

      (b)   if the
Change in Control results from an event described in clause (a),
(b) (d) or (e) of the Change in Control definition and no event
described in clause (iii) of the Change in Control definition has occurred
in connection with such Change in Control, the highest sale price of a share of
Common Stock on any trading day during the sixty (60) consecutive trading days
immediately preceding and following the date of such Change in Control as
reported on any national securities exchange or nationally recognized automated
quotation system on which the Common Stock is then principally traded or
listed.

       

      “Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any
successor thereto, and the applicable rulings and regulations
thereunder.

       

      
        
          
          

        

        
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      “Committee”
means the Compensation Committee of the Board (or such other committee of the
Board that the Board shall designate), which shall consist of two or more
members, each of whom, serving at the pleasure of the Board, shall be a
“non-employee director” within the meaning of Rule 16b-3 (or any successor rule
thereto), as promulgated under the Act, and an “outside director” within the
meaning of Section 162(m) of the Code and the Treasury regulations, rules
and guidance promulgated thereunder. Notwithstanding the foregoing, with respect
to Awards granted to non-employee Directors, the Committee shall mean the entire
Board.

       

      “Common
Stock” means the common stock of the Company, no par value per
share.

       

      “Company”
means Michigan Commerce Bancorp Limited, a Michigan corporation, and any
successor thereto.

       

      “Consultant”
means a person engaged to provide consulting or advisory services (other than as
an Employee or a Director) to the Company or its Subsidiaries.

       

      “Director”
means any individual who is a member of the Board of Directors.

       

      “Disability”
has the meaning given in the Company’s long-term disability insurance policy or
program as in effect from time to time; provided that a Participant shall not be
treated as having incurred a Disability unless he or she qualifies for
disability benefits under such policy or program.

       

       “Dividend
Equivalents” means an amount equal to the cash dividends paid by the
Company upon one share of Common Stock for each share of Common Stock
represented by an Award to a Participant in accordance with the Plan, credited
at the discretion of the Committee or as otherwise provided for by the Plan or
in an Award Agreement.

       

      “Employee”
means an individual who is paid on the payroll of the Company or one of its
Subsidiaries (as determined by the Committee in its sole discretion); provided,
however, that with respect to Incentive Stock Options, “Employee” means any
person who is considered an employee of the Company or any Subsidiary for
purposes of Treasury Regulation Section 1.421-1(h).

       

      “Executive
Officer” means each person who is an officer of the Company or any
Subsidiary and who is subject to the reporting requirements under
Section 16(a) of the Act.

       

      “Fair Market
Value” means, on any date: (i) the closing price reported for such
day on the principal national securities exchange or nationally recognized
automated quotation system on which the Common Stock is then listed for trading
or in the event that there are no Common Stock transactions reported on such
exchange or system on such date, Fair Market Value shall mean the closing price
on the immediately preceding date on which Common Stock transactions were so
reported; (ii) if the Common Stock is then principally listed in an
over-the-counter market, the last sales price (or, if there is no last sales
price reported, the average of the closing bid and asked prices) for the Common
Stock on such date, or on the immediately preceding date on which Common Stock
transactions were so reported; or (iii) if the Common Stock is not listed


       

      
        
          
          

        

        
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      on such
an exchange, system or market, the price as determined in good faith by the
Committee by the reasonable application of a reasonable valuation
method.

       

      “Family
Member” means as to a Participant, any (i) child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, mother-in-law,
father-in-law, son-in-law or daughter-in-law (including adoptive relationships),
of such Participant, (ii) trusts for the exclusive benefit of one or more
such persons and/or the Participant and (iii) other entity owned solely by
one or more such persons and/or the Participant.

       

      “Incentive Stock
Option” means an “Incentive Stock Option” as defined in Section 422 of
the Code.

       

      “Long-Term
Incentive Award” means an Award made pursuant to Article 9 with a
Performance Cycle of more than one year.

       

       “Net-Exercise”
means a procedure based on such terms and conditions as the Committee shall
establish by which the Participant will be issued a number of whole shares of
Common Stock upon the exercise of an Option determined in accordance with the
following formula:

       

      N = X(A-B)/A, where

      “N” = the number of shares of Common
Stock to be issued to
the          

      Participant
upon exercise of the Option;

      “X” = the total number of shares of
Common Stock with respect to
which          

      the
Participant has elected to exercise the Option;

      “A” = the Fair Market Value of one
(1) share of Common
Stock         

      determined
on the exercise date; and

      “B” = the exercise price per share of
Common Stock (as defined in
the         

      Participant’s
Award Agreement)

      


      “Option”
means the right to purchase shares of Common Stock at a stated price for a
specified period of time. For purposes of the Plan, an Option may be either
(i) an “Incentive Stock Option” with the meaning of Section 422 of the
Code or (ii) an Option which is not an Incentive Stock Option (a “Non-Qualified
Stock Option”).

       

      “Participant”
means any Employee, any non-employee Director of the Company, or Consultant
designated by the Committee to receive an Award under the Plan, provided that
non-employee Directors and Consultants shall not be eligible for Incentive Stock
Options.

       

      “Performance
Cycle” means the period selected by the Committee during which the
performance of the Company or any Subsidiary or unit thereof or any individual
is measured for the purpose of determining the extent to which an Award subject
to Performance Goals has been earned.

       

      “Performance
Goals” means the objectives for the Company, any Subsidiary or business
unit thereof or individual that may be established by the Committee for a
Performance Cycle with respect to any performance based Awards contingently
awarded under the Plan. The Performance Goals for Awards that are intended to
constitute “performance-based” compensation within the meaning of Section 162(m)
of the Code shall be based on one or more 

       

      
        
          
          

        

        
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      of the
following performance measures as specified by the Committee: (1) gross or
net cash flow, free cash flow, cash flow return on investment (discounted or
otherwise), cash operating income, net cash provided by operations, or cash flow
in excess of cost of capital; (2) sales; (3) revenues;
(4) earnings per share, stock price or stockholder return (on a gross or
net basis), or any rating by a nationally recognized statistical rating
organization; (5) net income; (6) return on assets (gross or net),
return on investment, return on capital or return on equity (or any
combination); (7) economic value created; (8) operating income,
earnings before or after taxes, interest, depreciation, amortization or
extraordinary or special items (or any combination), which may be determined on
a per share basis (basic or diluted); (9) debt to capital ratio, or risk
based capital ratio; (10) operating margin, gross margin or other financial
margin; (11) assets under management, gross or net flows of assets under
management, market capitalization, or net assets; (12) segment income; or
(13) dividend payout. Performance Goals may reflect absolute entity
performance or a relative comparison of entity performance to the performance of
a peer group or other external measure. The targeted level or levels of
performance with respect to Performance Goals may be established at such levels
and in such terms as the Committee may determine, in its discretion, including
absolute entity performance, as a goal relative to performance in prior periods,
or a relative comparison of entity performance to the performance of one or more
third parties or other companies, a peer group or special index or other group
selected for comparison, or other external measure. The Committee may specify
that any Performance Goals will be calculated before or after specific or
identified items such as extraordinary or nonrecurring, special income, expense
or other items, before or after changes in accounting principles or standards,
before or after capital charges, before or after revenues, operations, earnings
or losses of discontinued operations or acquisitions, or before or after Awards
under this Plan or other incentive compensation.

       

      “Person”
means any natural person, firm, individual, corporation, business trust, joint
venture, association, company, limited liability company, partnership or other
organization or entity, whether incorporated or unincorporated, or any
governmental entity.

       

      “Plan”
means the Michigan Commerce Bancorp Limited Omnibus Incentive and Equity Plan,
as set forth herein and as the same may be amended from time to
time.

       

      “Restricted
Period” means the period during which Restricted Stock Units or shares of
Restricted Stock are subject to forfeiture or restrictions on transfer (if
applicable) pursuant to Article 8 of the Plan.

       

      “Restricted
Stock” means Common Stock awarded to a Participant pursuant to the Plan
which is subject to a Restricted Period in accordance with Article 8 of the
Plan.

       

      “Restricted Stock
Unit” means a Participant’s right to receive pursuant to the Plan one
share of Common Stock at the end of a Restricted Period in accordance with
Article 8 of the Plan.

       

      “Retirement”
means termination of a Participant’s employment or service on or after the
Participant attains age 55 with 10 years of credited service with the Company
and its Subsidiaries. For this purpose, “credited service” means service as an
employee or service as a director.

       

       

      
        
          
          

        

        
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      “Section
409A” means Section 409A of the Code.

       

      “Securities
Act” means the Securities Act of 1933, as amended from time to time, or
any successor thereto, and the applicable rulings and regulations
thereunder.

       

      “Stock
Appreciation Right” means the right to receive a payment from the
Company, in cash or Common Stock, in an amount determined under Article 7
of the Plan.

       

      “Subsidiary”
means any corporation, partnership or limited liability company in which the
Company owns, directly or indirectly, 50% or more of the total combined voting
power of all classes of stock of such corporation or of the capital interest or
profits interest of such partnership or limited liability company.

       

      2.2 Captions.  Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of the Plan. Except when otherwise
indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the
plural shall include the singular.

       

      ARTICLE
3

      ELIGIBILITY AND
PARTICIPATION

       

      Participants
in the Plan shall be those Employees, non-employee Directors, and Consultants
selected by the Committee to participate in the Plan.

       

      ARTICLE
4

      ADMINISTRATION

       

      4.1 Power
to Grant and Establish Terms of Awards.  The Committee shall
have the authority, subject to the terms of the Plan, to determine the
Participants to whom Awards shall be granted, the Fair Market Value of shares of
Common Stock or other property, and the terms, conditions and restrictions of
any and all Awards, including but not limited to the number of shares of Common
Stock to be covered by each Award, the time or times at which Awards shall be
granted, and the terms and provisions of the instruments by which Awards shall
be evidenced; to designate Options as Incentive Stock Options or Non-Qualified
Stock Options; to determine the period of time during which restrictions on
Restricted Stock or Restricted Stock Units shall remain in effect; to establish
and administer any Performance Goals applicable to Awards granted hereunder, as
well as to determine the terms and conditions of any Annual Incentive and
Long-Term Incentive Awards; to determine the method(s) for satisfaction of any
tax withholding obligation arising in connection with Awards, including by the
withholding or delivery of shares of Common Stock; to determine whether an Award
will be settled in shares of Common Stock, cash, or in any combination thereof;
and to determine all other matters relating to Awards and the Plan. The terms
and conditions of each Award shall be determined by the Committee at the time of
grant, and, except as provided in the Plan or any Award Agreement, such terms
and conditions shall not be subsequently changed in a manner which would be
adverse to the Participant without the consent of the Participant to whom such
Award has been granted. The Committee may establish different terms and
conditions for different Participants receiving Awards and for the same
Participant for each Award such Participant may receive, 

       

      
        
          
          

        

        
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      whether
or not granted at different times. The grant of any Award to any Participant
shall neither entitle such Participant to, nor disqualify him from, the grant of
any other Awards.

       

      4.2 Administration.  The
Committee shall be responsible for the administration of the Plan. Any Award
granted by the Committee may be subject to such conditions, not inconsistent
with the terms of the Plan, as the Committee shall determine. The Committee, by
majority action thereof, is authorized to prescribe, amend and rescind rules and
regulations relating to the Plan, any Award Agreement or any other form of
agreement or other document employed by the Company in the administration of the
Plan or of any Award; to provide for conditions deemed necessary or advisable to
protect the interests of the Company; to interpret the Plan, any Award Agreement
or any other form of agreement or other document employed by the Company in the
administration of the Plan or of any Award; and to make all other determinations
necessary or advisable for the administration and interpretation of the Plan,
any Award Agreement or any other form of agreement or other document employed by
the Company in the administration of the Plan or of any Award, to carry out its
provisions and purposes. Determinations, interpretations or other actions made
or taken by the Committee pursuant to the provisions of the Plan, any Award
Agreement or any other form of agreement or other document employed by the
Company in the administration of the Plan or of any Award, shall be final,
binding and conclusive for all purposes and upon all persons. The Committee is
authorized to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award
as the Committee may deem advisable to the extent not inconsistent with the
provisions of the Plan or applicable law. The Committee and each member thereof,
and any person acting pursuant to authority delegated by the Committee, shall be
entitled, in good faith, to rely or act upon any report or other information
furnished by any Executive Officer, other officer or Employee of the Company or
a Subsidiary or affiliate, the Company’s auditors, consultants, legal counsel,
or any other agents assisting in the administration of the Plan. Members of the
Committee, any person acting pursuant to authority delegated by the Committee,
and any officer or Employee of the Company or a Subsidiary or affiliate acting
at the direction or on behalf of the Committee or a delegate, shall not be
personally liable for any action or determination taken or made or omitted in
good faith with respect to the Plan.

       

      4.3 Delegation.  Actions
of the Committee shall be taken by the vote of a majority of its members. To the
extent not inconsistent with applicable law and the applicable rules and
regulations of the Nasdaq Stock Exchange and any other national securities
exchange or nationally recognized automated quotation system on which shares of
Common Stock are then principally listed or traded, (a) the Committee may
delegate any of its powers under the Plan to a subcommittee of the Committee or
to one of its members, (b) the Committee may allocate among its members any
of its administrative responsibilities and (c) notwithstanding anything to
the contrary contained herein, the Committee may delegate the determination of
Awards to Employees who are not Executive Officers to one or more officers of
the Company designated by the Committee from time to time.

       

      4.4 Restrictive
Covenants and Other Conditions.  The Committee may condition
the grant of any Award under the Plan upon the Participant to whom such Award
would be granted agreeing in writing to certain conditions in addition to the
provisions regarding exercisability of, the vesting or payment of any Award
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      transfer
the underlying shares of Common Stock) or covenants in favor of the Company
and/or its Subsidiaries (including, without limitation, covenants not to
compete, not to solicit employees and customers that may have effect following
the termination of the Participant’s employment and, whether before or after the
Award has been exercised or has vested, as applicable, including, without
limitation, the requirement that the Participant disgorge any profit, gain or
other benefit received in respect of the Award prior to any breach of any such
covenant by the Participant).

       

      4.5 409A
Compliance.  The Plan is intended to be administered in a
manner consistent with the requirements, where applicable, of Section 409A.
Where reasonably possible and practicable, the Plan shall be administered in a
manner to avoid the imposition on Participants of immediate tax recognition and
additional taxes pursuant to such Section 409A. To that end, and without
limiting the generality of the foregoing, unless otherwise expressly provided
herein or in any Award Agreement, any amount payable or shares distributable
hereunder in connection with any Award (including upon the satisfaction of any
applicable performance criteria) shall be paid not later than two and one-half
months (or such other time as is required to cause such amounts not to be
treated as deferred compensation under Section 409A of the Code) following
the end of the taxable year of the Company or the Participant in which the
Participant’s rights with respect to the corresponding Award (or portion
thereof) ceased to be subject to a substantial risk of forfeiture.
Notwithstanding the foregoing, neither the Company nor the Committee shall have
any liability to any person in the event such Section 409A applies to any
such Award in a manner that results in adverse tax consequences for the
Participant or any of his beneficiaries or transferees.

       

      ARTICLE
5

      STOCK SUBJECT TO
PLAN

       

      5.1 Plan
Award Limitation.  Subject to the provisions of
Section 5.2, 5.3 and 5.4, the number of shares of Common Stock available
for delivery in connection with Awards under the Plan shall be [__________]
shares.  The total number of shares with respect to which Incentive
Stock Options may be granted shall not exceed [___________]
shares.  The type and form of Awards under this Plan shall be
in the discretion of the Committee.  The shares to be delivered under
the Plan may consist, in whole or in part, of Common Stock held in treasury or
authorized but unissued Common Stock, not reserved for any other purpose, or any
combination thereof.

       

      5.2 Share
Counting Rules.  Each share of Common Stock underlying an Award
shall count as one share of Common Stock for purposes of determining the number
of shares of Common Stock granted pursuant to the limits set forth in Sections
5.1 and 5.5 of the Plan. If the exercise price of an Option is paid by tender to
the Company, or attestation to the ownership, of shares of Common Stock owned by
the Participant, or by means of a Net-Exercise, the number of shares available
for issuance under the Plan shall be reduced by the gross number of shares for
which the Option is exercised. Shares withheld or reacquired by the Company in
satisfaction of tax withholding obligations pursuant to Section 13.6 shall
not again be available for issuance under the Plan. With respect to Stock
Appreciation Rights, the number of shares remaining for issuance under the Plan
shall be determined as though the full number of shares corresponding to the
portion of a Stock Appreciation Right exercised had been issued. Shares of
Common Stock 

       

      
        
          
          

        

        
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      issued in
connection with awards that are assumed, converted or substituted as a result of
the Company’s acquisition of another company (including by way of merger,
combination or similar transaction) will not count against the number of shares
that may be issued under the Plan, but shall be available under the Plan by
virtue of the Company’s assumption of the plan(s), arrangement(s) or
agreement(s) of the acquired company or business.

       

      5.3 Cancelled,
Terminated, or Forfeited Awards.  Any shares of Common Stock
subject to an Award issued under this Plan, which for any reason expires, or is
canceled, terminated or otherwise settled without the issuance of any
consideration, whether in cash, Common Stock or other property (including,
without limitation, any shares issued in connection with a Restricted Stock
Award that are subsequently forfeited) shall again be available under the
Plan.

       

      5.4 Adjustment
Due to Change in Capitalization.  In the event of any
Adjustment Event, (i) the aggregate number of shares of Common Stock
available for Awards under Section 5.1 (including the sub-limits identified
in Section 5.1), (ii) the individual limitations on the number of
shares that may be awarded to any particular Participant in any particular
period under Section 5.5 and (iii) the aggregate number of shares
subject to outstanding Awards and the respective prices and/or vesting and other
applicable criteria applicable to outstanding Awards shall be proportionately
adjusted to reflect, as deemed equitable and appropriate by the Committee, such
Adjustment Event. To the extent deemed equitable and appropriate by the
Committee, subject to any required action by stockholders, in any merger,
consolidation, reorganization, liquidation, dissolution, or other similar
transaction, any Award granted under the Plan shall pertain to the securities
and other property, including cash, to which a holder of the number of shares of
Common Stock covered by the Award would have been entitled to receive in
connection with such event.

       

      Any
shares of stock (whether Common Stock, shares of stock into which shares of
Common Stock are converted or for which shares of Common Stock are exchanged or
shares of stock distributed with respect to Common Stock) or cash or other
property received with respect to any Award granted under the Plan as a result
of any Adjustment Event or any distribution of property shall, except as
provided in Article 11 or as otherwise provided by the Committee at or
after the date an Award is made by the Committee, be subject to the same terms
and conditions, including restrictions on transfer, as are applicable to such
shares of the original underlying Award and any stock certificate(s)
representing or evidencing any shares of stock so received shall be legended in
such manner as the Company deems appropriate.

       

      Any
adjustment pursuant to this Section 5.4 shall be done in a manner that complies
with the requirements of Section 409A, to the extent applicable.

       

      5.5 Individual
Award Limitations.   Subject to
Section 5.4:

       

      (a)   the total
number of shares of Common Stock subject to Options and Stock Appreciation
Rights that may be awarded to any Participant during a calendar year shall not
exceed [_________] shares, plus any unused
shares pursuant to this subsection (a) as of the close of the prior
calendar year under this Plan; and

       

      
        
          
          

        

        
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      (b)   the total
number of shares of Common Stock subject to any Restricted Stock subject to
Performance Goals or Restricted Stock Units subject to Performance Goals that
may be awarded to any Participant during a calendar year shall not exceed [______] shares or units, as
the case may be, plus any unused shares or units pursuant to this subsection
(b) as of the close of the prior calendar year under this
Plan.

       

      (c)   the total
amount of any Annual Incentive Award paid to any Participant during a calendar
year shall not exceed $[____], plus any unused amounts pursuant to this
subsection (c) as of the close of the prior calendar year under this Plan;
and

       

      (d)   the total
amount of any Long-Term Incentive Award paid to any Participant during a
calendar year shall not exceed $[______], plus any unused amounts pursuant to
this subsection (d) as of the close of the prior calendar year under this
Plan.

       

      5.6 Substitute
Awards.  The Committee may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees, directors,
consultants or advisors of another company (an “Acquired Company”) in connection
with a merger, reorganization, consolidation or similar transaction involving
such Acquired Company and the Company or a Subsidiary or the acquisition by the
Company or a Subsidiary of property or stock of the Acquired
Company.  The Committee may direct that the substitute Awards be
granted on such terms and conditions as the Committee considers appropriate in
the circumstances, including provisions that preserve the aggregate exercise
price and the aggregate option spread as of the closing date of any such
transaction in a manner that complies with Section 409A. Any substitute
Awards granted under the Plan shall not count against the share limitations set
forth in this Article 5.

       

      ARTICLE
6

      STOCK
OPTIONS

       

      6.1 Grant
of Options.  Options may be granted to Participants at such
time or times as shall be determined by the Committee; provided that, in no
event shall the Committee be permitted to grant Options conditioned on the
surrender or cancellation of previously granted Options. Options granted to
non-employee Directors shall be in such amounts and intervals as determined by
the Board from time to time. Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options,
except that no Incentive Stock Option may be granted to a non-employee Director,
to any Employee of a Subsidiary which is not a corporation (unless the
Subsidiary is a disregarded entity for federal income tax purposes) or to any
Participant who is a Consultant (including an independent contractor). The date
of grant of an Option under the Plan will be the date on which the Option is
awarded by the Committee or, if so determined by the Committee, the date on
which occurs any event the occurrence of which is an express condition precedent
to the grant of the Option. Subject to Section 5.5, the Committee shall
determine the number of Options, if any, to be granted to the Participant. Each
Option Award shall be evidenced by an Award Agreement that shall specify the
type of Option granted, the exercise price, the duration of the Option, the
number of shares of Common Stock to which the Option pertains, and such other
terms and conditions not inconsistent with the Plan as the Committee shall
determine.

       

       

      
        
          
          

        

        
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      6.2 Option
Price.  Non-Qualified Stock Options and Incentive Stock Options
granted pursuant to the Plan shall have an exercise price that is not less than
the Fair Market Value on the date the Option is granted. Except in the event of
an Adjustment Event, the Committee shall not have the power or authority to
reduce the exercise price of any outstanding Option, whether through amendment,
through the cancellation of existing grants and the issuance of new grants with
lower exercise prices or by any other means. The Committee shall not have the
right to re-price outstanding Options or to grant new Options under the Plan in
substitution for or upon the cancellation of Options previously granted. Except
in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares), the terms of outstanding Awards
may not be amended to reduce the exercise price of outstanding Options or Stock
Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights
in exchange for cash, other awards or Options or Stock Appreciation Rights with
an exercise price that is less than the exercise price of the original Options
or Stock Appreciation Rights without stockholder approval.

       

      6.3  Exercise
of Options.  Options awarded to a Participant under the Plan
shall be exercisable at such times and shall be subject to such restrictions and
conditions including the performance of a minimum period of service or the
satisfaction of Performance Goals, as the Committee may impose either at or
after the time of grant of such Options, subject to the Committee’s right to
accelerate the exercisability of such Option in its discretion. Notwithstanding
the foregoing, unless otherwise determined by the Committee at grant, Options
shall become exercisable in three substantially equal installments on each of
the first three anniversaries of the date of grant. Except as may be provided in
any provision approved by the Committee pursuant to this Section 6.3, after
becoming exercisable each installment shall remain exercisable until expiration,
termination or cancellation of the Option. An Option may be exercised from time
to time, in whole or in part, up to the total number of shares of Common Stock
with respect to which it is then exercisable. Notwithstanding the foregoing, no
Option shall be exercisable for more than 10 years after the date on which it is
granted.

       

      6.4 Payment
and Settlement.  The Committee shall establish procedures
governing the exercise of Options. No shares shall be delivered pursuant to any
exercise of an Option unless arrangements satisfactory to the Committee have
been made to assure full payment of the exercise price. Without limiting the
generality of the foregoing, the Committee may direct that payment of the
exercise price may be made (i) in cash or cash equivalents, (ii) by
exchanging shares of Common Stock (either by delivery or attestation) which have
been owned by the Participant at the time of exercise (or owned for a stated
period of time prior to the time of exercise as the Committee may determine),
(iii) by issuing a lesser number of shares of Common Stock pursuant to a
Net Exercise transaction having a Fair Market Value on the date of exercise
equal to the amount, if any, by which the aggregate Fair Market Value of the
shares of Common Stock as to which the Option is being exercised exceeds the
aggregate exercise price for such shares, based on such terms and conditions as
the Committee shall establish, (iv) by any combination of the foregoing;
provided that the combined value of all cash and cash equivalents paid and the
Fair Market Value of any such Common Stock so tendered to the Company, valued as
of the date of such tender, is at least equal to the exercise price,
(v) through an arrangement with a broker approved by the Company whereby
payment of the exercise price is accomplished with the proceeds of the sale of
Common Stock, or (vi) through such other procedures as the 

       

      
        
          
          

        

        
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      Committee
may determine. As soon as administratively practicable after receipt of a
written exercise notice and payment of the exercise price in accordance with
this Section 6.4, the Company shall deliver to the Participant a
certificate or certificates representing the acquired shares of Common Stock or
shall deposit the acquired shares of Common Stock to the Participant’s brokerage
account associated with this Plan. For the avoidance of doubt, in any case above
in this Section 6.4, the number of shares remaining for issuance under the Plan
shall be determined as though the full number of shares corresponding to the
portion of such Option settled or net-exercised pursuant to this
Section 6.4 had been issued.

       

      6.5 Incentive
Stock Options.  Notwithstanding anything in the Plan to the
contrary, no term of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of any Participant
affected thereby, to cause any Incentive Stock Option previously granted to fail
to qualify for the Federal income tax treatment afforded under Section 421
of the Code.

       

      6.6 Termination
of Employment or Service Due to Disability or
Retirement.  Unless otherwise determined by the Committee at
the time of grant, in the event a Participant’s employment or service with the
Company or a Subsidiary terminates by reason of Disability or Retirement, any
such Options granted to such Participant shall continue to become exercisable in
accordance with Section 6.3 notwithstanding such Participant’s termination
of employment or service and may be exercised by the Participant or the
Participant’s designated beneficiary, and if none is named, in accordance with
Section 13.2, at any time during the remaining term of such Option or three
(3) years (or such shorter period as the Committee shall determine at the
time of grant) following the Participant’s termination of employment or service,
whichever period is shorter.

       

      6.7 Termination
of Employment or Service Due to Death.  Unless otherwise
determined by the Committee at the time of grant, in the event a Participant’s
employment or service with the Company or a Subsidiary terminates by reason of
death, any such Options granted to such Participant shall become immediately
exercisable in full at the date of such Participant’s death and may be exercised
by the Participant’s designated beneficiary, and if none is named, in accordance
with Section 13.2, at any time during the remaining term of such Option or
three (3) years (or such shorter period as the Committee shall determine at
the time of grant) following the Participant’s death, whichever period is
shorter.

       

      6.8 Certain
Divestitures, etc.  In the event that a Participant’s
employment or service is terminated in connection with a sale, divestiture,
spin-off or other similar transaction involving a Subsidiary, division or
business segment or unit, the Committee may provide at the time of grant or
otherwise that all or any portion of any Options granted to such Participant
which are then outstanding shall become exercisable in accordance with
Section 6.3 notwithstanding such termination of employment or service and
may be exercised by the Participant or the Participant’s designated beneficiary,
and if none is named, in accordance with Section 13.2, at any time during
the remaining term of the Option or three (3) years (or such shorter period
as the Committee shall determine at or following the time of grant) following
the Participant’s termination of employment or service, whichever period is
shorter.

       

       

      
        
          
          

        

        
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      6.9 Termination
of Employment or Service for Any Other Reason.  Unless
otherwise determined by the Committee at or after the time of grant, in the
event a Participant’s employment or service with the Company or a Subsidiary
terminates for any reason other than one described in Section 6.6, 6.7, 6.8
or 6.9, any Options granted to such Participant which are exercisable at the
date of such Participant’s termination of employment or service shall be
exercisable at any time prior to ninety (90) days following such Participant’s
termination of employment or service or the remaining term of such Option,
whichever period is shorter.

       

      6.10 Extension
of Termination Date.  A Participant’s Award Agreement may also
provide that if the exercise of the Option following the Participant’s
termination of employment or service (other than upon the Participant’s death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option or (ii) the expiration of a period of
ninety (90) days following the Participant’s termination of employment or
service during which the exercise of the Option would not be in violation of
such registration requirements.

       

      ARTICLE
7

      STOCK APPRECIATION
RIGHTS

       

      7.1 Grant
of Stock Appreciation Rights.  Stock Appreciation Rights may be
granted to any Participants, all Participants or any class of Participants at
such time or times as shall be determined by the Committee. Stock Appreciation
Rights may be granted in tandem with an Option, or may be granted on a
freestanding basis, not related to any Option. A grant of a Stock Appreciation
Right shall be evidenced by an Award Agreement, whether as part of the agreement
governing the terms of the Option, if any, to which such Stock Appreciation
Rights relate or pursuant to a separate written agreement with respect to
freestanding Stock Appreciation Rights, in each case containing such provisions
not inconsistent with the Plan as the Committee shall approve.

       

      7.2 Terms
and Conditions of Stock Appreciation Rights.  The terms and
conditions (including, without limitation, the exercise period of the Stock
Appreciation Right, the vesting schedule applicable thereto and the impact of
any termination of service on the Participant’s rights with respect to the Stock
Appreciation Right) applicable with respect to (i) Stock Appreciation
Rights granted in tandem with an Option shall be substantially identical (to the
extent possible taking into account the differences related to the character of
the Stock Appreciation Right) to the terms and conditions applicable to the
tandem Options and (ii) freestanding Stock Appreciation Rights shall be
substantially identical (to the extent possible taking into account the
differences related to the character of the Stock Appreciation Right) to the
terms and conditions that would have been applicable under Article 6 above
were the grant of the Stock Appreciation Rights a grant of an Option. In no
event shall the term of a Stock Appreciation Right exceed a period of ten years
from the date of grant.

       

      7.3 Exercise
of Tandem Stock Appreciation Rights.  Stock Appreciation Rights
which are granted in tandem with an Option may only be exercised upon the
surrender of the right to exercise such Option for an equivalent number of
shares and may be exercised only with respect to the shares of Common Stock for
which the related Option is then exercisable.

       

       

      
        
          
          

        

        
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      7.4 Exercise
Price.  Each Stock Appreciation Right will be denominated in
shares of Common Stock equivalents. The exercise price of each Stock
Appreciation Right shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock equivalents subject to the Stock
Appreciation Right on the date of grant.

       

      7.5 Payment
of Stock Appreciation Right Amount.  Upon exercise of a Stock
Appreciation Right, the holder shall be entitled to receive payment, in cash, in
shares of Common Stock or in a combination thereof, as determined by the
Committee, of an amount determined by multiplying the excess, if any, of the
Fair Market Value of a share of Common Stock at the date of exercise over the
exercise price of the Stock Appreciation Right determined by the Committee on
the date of grant, by the number of shares of Common Stock with respect to which
the Stock Appreciation Rights are then being exercised; provided that, for the
avoidance of doubt in the administration of the Plan, the number of shares
remaining for issuance under the Plan shall be determined as though the full
number of shares corresponding to the portion of such Stock Appreciation Rights
exercised had been issued.

       

      ARTICLE
8

      RESTRICTED STOCK AND
RESTRICTED STOCK UNITS

       

      8.1 Grant
of Restricted Stock and Restricted Stock Units.  Except as
otherwise delegated as provided in Section 4.3, the Committee may make
awards in the form of Restricted Stock or Restricted Stock Units. Any Award made
hereunder in the form of Restricted Stock or Restricted Stock Units shall be
subject to the terms and conditions of the Plan and to any other terms and
conditions not inconsistent with the Plan (including, but not limited to,
requiring the Participant to pay the Company an amount equal to the par value
per share for each share of Restricted Stock awarded) as shall be prescribed by
the Committee in its sole discretion. As determined by the Committee, with
respect to an Award of Restricted Stock, the Company shall either
(i) transfer or issue to each Participant to whom an Award of Restricted
Stock has been made the number of shares of Restricted Stock specified by the
Committee or (ii) hold such shares of Restricted Stock for the benefit of
the Participant for the Restricted Period. In the case of an Award of Restricted
Stock Units, no shares of Common Stock shall be issued at the time an Award is
made, and the Company shall not be required to set aside a fund for the payment
of such Award.

       

      8.2 Restrictions
on Transferability.  Restricted Stock Units and shares of
Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered by the Participant during the Restricted Period, except
as hereinafter provided. Notwithstanding the foregoing, the Committee may permit
(on such terms and conditions as it shall establish) Restricted Stock Units and
shares of Restricted Stock to be transferred during the Restricted Period
pursuant to Section 13.1, provided that any Restricted Stock Units and
shares of Restricted Stock so transferred shall remain subject to the provisions
of this Article 8.

       

      8.3 Rights
as a Shareholder.  Except for the restrictions set forth herein
and unless otherwise determined by the Committee, the Participant shall have all
the rights of a shareholder with respect to such shares of Restricted Stock,
including but not limited to, the right to vote and the right to receive
dividends. A Participant shall not have any right, in respect of Restricted
Stock Units awarded pursuant to the Plan, to vote on any matter submitted to the


       

      
        
          
          

        

        
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      Company’s
stockholders or to dispose of the shares of Common Stock underlying such
Restricted Stock Units, nor shall a Participant have any beneficial ownership in
respect of any shares of Common Stock underlying Restricted Stock Units, until
such time as the shares of Common Stock attributable to such Restricted Stock
Units have been issued (including, at the discretion of the Committee, issuance
to a trust for purposes of hedging or funding Restricted Stock Unit
obligations). At the discretion of the Committee, a Participant’s Restricted
Stock Unit account may be credited with Dividend Equivalents during the
Restricted Period.

       

      8.4 Restricted
Period.  Unless the Committee shall otherwise determine at or
after the date an Award of Restricted Stock or Restricted Stock Units is made to
the Participant by the Committee, the Restricted Period shall commence upon the
date of grant and shall lapse with respect to the shares of Restricted Stock or
Restricted Stock Units in three approximately equal installments on each of the
first three anniversaries of the date of grant, unless sooner terminated as
otherwise provided herein. Without limiting the generality of the foregoing, the
Committee may provide for termination of the Restricted Period upon the
achievement by the Participant of Performance Goals specified by the Committee
at the date of grant. The determination of whether the Participant has achieved
such Performance Goals shall be made by the Committee in its sole
discretion.

       

      8.5 Legend.  Each
certificate issued to a Participant in respect of shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant and
shall be legended in such manner as the Company deems appropriate.

       

      8.6 Death,
Disability or Retirement.  Unless the Committee shall otherwise
determine at the date of grant or otherwise, if a Participant ceases to be
employed or service is terminated by the Company or any subsidiary by reason of
death, disability or retirement, the Restricted Period will lapse as to a pro
rated portion of the shares of Restricted Stock and Restricted Stock Units
transferred or issued to such Participant under the Plan based on the number of
days the Participant actually worked since the date the shares of Restricted
Stock or Restricted Stock Units were granted (or in the case of an Award which
becomes vested in installments, since the date, if any, on which the last
installment of such Restricted Stock or Restricted Stock Units became
vested);  provided that, in the case of an Award with respect to which
the restrictions will lapse, if at all, based on the attainment of Performance
Goals or targets, such vesting shall be deferred until the end of the applicable
performance period and such prorated portion will be determined based on that
number of shares of Restricted Stock or Restricted Stock Units, if any, that
would have been earned based on the attainment or partial attainment of such
Performance Goals or targets. Except as otherwise expressly determined by the
Committee or provided in an Award Agreement, any shares of Restricted Stock or
Restricted Stock Units as to which the Restricted Period has not lapsed at the
date of a Participant’s termination of employment by reason of death, Disability
or Retirement (or which do not become vested after such date under the preceding
sentence) shall automatically be cancelled upon such Participant’s termination
of employment.

       

      8.7 Termination
of Employment or Service.  Unless the Committee shall otherwise
determine at or after the date of grant, if a Participant ceases to be employed
by or terminates service with the Company or any Subsidiary for any reason other
than those specified in Section 8.6 at any time prior to the date when the
Restricted Period lapses, all shares of 

       

      
        
          
          

        

        
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      Restricted
Stock held by the Participant shall revert back to the Company and all
Restricted Stock Units and any corresponding Dividend Equivalents credited but
not yet paid to such Participant shall be forfeited upon the Participant’s
termination of employment or service.

       

      8.8 Issuance
of New Certificates; Settlement of Restricted Stock
Units.  Upon the lapse of the Restricted Period with respect to
any shares of Restricted Stock, such shares shall no longer be subject to the
restrictions imposed under Section 8.2 and the Company shall issue or have
issued new share certificates without the legend described in Section 8.5
in exchange for those previously issued. Upon the lapse of the Restricted Period
with respect to any Restricted Stock Units, the Company shall deliver to the
Participant, or the Participant’s designated beneficiary, and if none is named,
in accordance with Section 13.2, one share of Common Stock for each
Restricted Stock Unit as to which restrictions have lapsed and any Dividend
Equivalents credited with respect to such Restricted Stock Units. The Committee
may, in its sole discretion, elect to pay cash or part cash and part Common
Stock in lieu of delivering only Common Stock for Restricted Stock Units. If a
cash payment is made in lieu of delivering Common Stock, the amount of such cash
payment for each share of Common Stock to which a Participant is entitled shall
be equal to the Fair Market Value of the Common Stock on the date on which the
Restricted Period lapsed with respect to the related Restricted Stock
Unit.

       

      8.9 Performance
Related Awards.  Notwithstanding anything else contained in the
Plan to the contrary and unless the Committee shall otherwise determine at the
time of grant, to the extent required to ensure that the grant of an Award of
Restricted Shares or Restricted Stock Units to an Executive Officer (other than
an Award which will vest solely on the basis of the passage of time) is
deductible by the Company or such Subsidiary pursuant to Section 162(m) of
the Code, any such Award shall become vested, if at all, upon the determination
by the Committee that Performance Goals established by the Committee have been
attained, in whole or in part.

       

      ARTICLE
9

      ANNUAL AND LONG-TERM
INCENTIVE AWARDS

       

      9.1 Annual
Incentive Awards.  Unless determined otherwise by the Committee
at or after the date of grant, Annual Incentive Awards shall be payable in cash.
If a Participant terminates employment before the end of a Performance Cycle due
to death, Disability or Retirement, such Participant or the Participant’s
designated beneficiary, and if none is named, in accordance with
Section 13.2, shall be eligible to receive a prorated Annual Incentive
Award based on the actual achievement of the Performance Goals for such
Performance Cycle, in each case prorated for the portion of the Performance
Cycle coming before the Participant’s termination of employment. Unless
determined otherwise by the Committee at or, in the case of any Participant who
is not an Executive Officer, after the date of grant, if a Participant
terminates employment before payment of an Annual Incentive Award is authorized
by the Committee for any reason other than death, Disability or Retirement, the
Participant shall forfeit all rights to such Annual Incentive
Award.

       

      9.2 Long-Term
Incentive Awards.  Unless determined otherwise by the Committee
at or after the date of grant, Long-Term Incentive Awards shall be payable in
cash. If a Participant terminates employment before the end of a Performance
Cycle due to death, 

       

      
        
          
          

        

        
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      Disability
or Retirement, such Participant or the Participant’s designated beneficiary, and
if none is named, in accordance with Section 13.2, shall be eligible to
receive a prorated Long-Term Incentive Award based on the actual achievement of
the Performance Goals for such Performance Cycle, in each case prorated for the
portion of the Performance Cycle coming before the Participant’s termination of
employment. Unless determined otherwise by the Committee at, or, in the case of
a Participant who is not an Executive Officer, after the date of grant, if a
Participant terminates employment before payment of a Long-Term Incentive Award
is authorized by the Committee for any reason other than death, Disability or
Retirement, the Participant shall forfeit all rights to such Long-Term Incentive
Award.

       

      ARTICLE
10

      OTHER STOCK-BASED
AWARDS

       

      The
Committee may grant other types of equity-based or equity-related Awards
(including the grant or offer for sale of unrestricted shares of Common Stock)
in such amounts and subject to such terms and conditions as the Committee may
determine. Such Awards may entail the transfer of actual shares of Common Stock
to Award recipients and may include Awards designed to comply with or take
advantage of the applicable local laws of jurisdictions other than the United
States.

       

      ARTICLE
11

      CHANGE IN
CONTROL

       

      11.1 Accelerated
Vesting and Payment.  Subject to the provisions of
Section 11.2 below, in the event of a Change in Control, each Option and
Stock Appreciation Right then outstanding shall be fully exercisable regardless
of the exercise schedule otherwise applicable to such Option and/or Stock
Appreciation Right and the Restricted Period shall lapse as to each share of
Restricted Stock and each Restricted Stock Unit then outstanding. In connection
with such a Change in Control, the Committee may, in its discretion, provide
that each Option and/or Stock Appreciation Right (regardless of whether any such
Option or Stock Appreciation Right is then “in the money”, including if as of
the date on which the Change in Control Settlement Value is determined, the Fair
Market Value of the shares subject to such Option, Stock Appreciation Right or
similar other stock-based Award is less than the exercise price or base price of
such Option or Stock Appreciation Right) shall, upon the occurrence of such
Change in Control, be canceled in exchange for a cash payment, if any is then
due, by the Company of the Change in Control Settlement Value per share;
provided that, if, following the Change of Control and after taking into account
any adjustment under Section 5.4 related to such Change of Control, the
securities underlying any Options or Stock Appreciation Rights are not readily
tradable on a public market, such a cash settlement shall occur automatically
without any further action by the Committee.

       

      11.2 Alternative
Awards.  Notwithstanding Section 11.1, no cancellation,
acceleration of exercisability, vesting, cash settlement or other payment shall
occur with respect to any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit or any other stock-based Award if the Committee reasonably
determines in good faith prior to the occurrence of a Change in Control that
such Award shall be honored or assumed, or new rights substituted therefor (such
honored, assumed or substituted award hereinafter called an “Alternative


       

      
        
          
          

        

        
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      Award”),
by a Participant’s employer (or the parent or an affiliate of such employer)
immediately following the Change in Control; provided that any such Alternative
Award must:

       

      (a)   be based
on stock which is traded on an established securities market, or that the
Committee reasonably believes will be so traded within 60 days after the Change
of Control;

       

      (b)   provide
such Participant with rights and entitlements substantially equivalent to or
better than the rights, terms and conditions applicable under such award,
including, but not limited to, an identical or better exercise or vesting
schedule and identical or better timing and methods of payment;

       

      (c)   have
substantially equivalent economic value to such award (determined at the time of
the Change in Control in accordance with principles applicable under
Section 424 of the Code); and

       

      (d)   have
terms and conditions which provide that in the event that the Participant’s
employment or service is involuntarily terminated for any reason (including, but
not limited to a termination due to death, Disability or not for Cause) or
Constructively Terminated (as defined below), all of such Participant’s Option
and/or Stock Appreciation Rights shall be deemed immediately and fully
exercisable, the Restricted Period shall lapse as to each of the Participant’s
outstanding Restricted Stock or Restricted Stock Unit Awards, and each such
Alternative Award shall be settled for a payment per each share of stock subject
to the Alternative Award in cash, in immediately transferable, publicly traded
securities or in a combination thereof, in an amount equal to, in the case of an
Option or Stock Appreciation Right, the excess of the Fair Market Value of such
stock on the date of the Participant’s termination over the corresponding
exercise or base price per share and, in the case of any Restricted Stock or
Restricted Stock Unit Award, the Fair Market Value of the number of shares of
Common Stock subject or related thereto.

       

      For this
purpose, a Participant’s employment or service shall be deemed to have been
Constructively Terminated if, without the Participant’s written consent, the
Participant terminates employment or service within ninety (90) calendar days
following either (x) a material reduction in the Participant’s base salary
or a Participant’s incentive compensation opportunity, or (y) the
relocation of the Participant’s principal place of employment or service to a
location more than thirty-five (35) miles away from the Participant’s
immediately prior principal place of employment or service.

       

      The
provisions in this Section 11.2 relating to Alternative Awards and the ability
to substitute an Option, Stock Appreciation Right, Restricted Stock or
Restricted Stock Unit for an Alternative Award shall only apply to those Awards
that are exempt from Section 409A.

       

      11.3  Annual
Incentive and Long-Term Incentive Awards.  Unless otherwise
determined by the Committee, in the event of a termination of employment after
or related to a Change in Control (other than for Cause and other than a
voluntary resignation not constituting being Constructively Terminated),
(i) any Annual or Long-Term Incentive Awards relating to Performance Cycles
ending prior to the Change in Control which have been earned but not paid


       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      shall
become payable within thirty (30) days of the Change in Control, (ii) any
Performance Cycle for which Annual Incentive Awards are outstanding shall end,
the Participant shall earn a pro rata Award equal to the product of
(a) such Participant’s earned Award for the Performance Cycle in question
and (b) a fraction, the numerator of which is the number of completed
months that have elapsed since the beginning of such Performance Cycle to the
date of such employment termination and the denominator of which is twelve (12),
the Company shall pay all such Annual Incentive Awards, if earned, by the
March 15 following the end of the Performance Cycle after the Committee has
made its determination, and (iii) all then in progress Performance Cycles
for Long-Term Incentive Awards that are outstanding shall end, the Participant
shall earn a pro rata Award equal to the product of (a) such Participant’s
earned Award for the Performance Cycle in question and (b) a fraction, the
numerator of which is the number of completed months that have elapsed since the
beginning of such Performance Cycle to the date of such employment termination,
the denominator of which is the total number of months in such Performance
Cycle, the Company shall pay all such Long-Term Incentive Awards, if earned, by
the March 15 following the end of the Performance Cycle after the Committee
has made its determination.

       

      11.4 Termination
of Employment or Service Prior to Change in Control.  In the
event that prior to the date of a Change in Control, the Participant’s
termination of employment or service with the Company or any of its affiliates
will be deemed to be in connection with a Change in Control (other than for
Cause and other than a voluntary resignation not constituting being
Constructively Terminated) and either (a) such termination is within ninety
(90) days prior to the date of a Change in Control, or (b) such termination
occurs on or after the date, if any, on which the shareholders of the Company
approve such Change in Control transaction, but prior to the consummation
thereof. Such Participant shall be entitled to receive the applicable benefits
provided under this Article 11 (and shall be treated, solely for purposes
of the Plan, as continuing in the Company’s (or Subsidiary’s) employment or
service until the occurrence of such Change of Control, and to have been
terminated from such employment or service thereafter), but only to the extent
that such benefits are in excess of those previously received by the Participant
as a result of the Participant’s prior termination of employment or
service.

       

      11.5 Distribution
of Amounts Subject to Section 409A.  Notwithstanding
anything in the Plan to the contrary, if any amount that is subject to
Section 409A of the Code is to be paid or distributed solely on account of
a Change in Control (as opposed to being paid or distributed on account of
termination of employment or within a reasonable time following the lapse of any
substantial risk of forfeiture with respect to the corresponding Award), solely
for purposes of determining whether such distribution or payment shall be made
in connection with a Change in Control, the term Change in Control shall be
deemed to be defined in the manner provided in Section 409A of the Code and
the regulations thereunder. If any such distribution or payment cannot be made
because an event that constitutes a Change in Control under the Plan is not a
change in control as defined under Section 409A, then such distribution or
payment shall be distributed or paid at the next event, occurrence or date at
which such distribution or payment could be made in compliance with the
requirements of Section 409A of the Code.

       

      ARTICLE
12

      AMENDMENT, MODIFICATION, AND
TERMINATION OF PLAN

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      The Board
may at any time terminate or suspend the Plan, and from time to time may amend
or modify the Plan; provided, however, that any amendment which would
(a) increase the number of shares available for issuance under the Plan,
(b) lower the minimum exercise price at which an Option or stock-settled
Stock Appreciation Right may be granted or (c) extend the maximum term for
Options or stock-settled Stock Appreciation Rights granted hereunder shall be
subject to the approval of the Company’s shareholders. Except as otherwise
provided in this Plan or in any Award Agreement, no action of the Board may,
without the consent of a Participant, alter or impair his or her rights under
any previously granted Award, except as expressly provided in the Plan or in the
applicable Award Agreement.

       

      ARTICLE
13

      MISCELLANEOUS
PROVISIONS

       

      13.1 Transferability
of Awards.  No Award granted under the Plan may be sold,
transferred, pledged or assigned, or otherwise alienated or hypothecated, other
than in accordance with Section 13.2 below, by will or by laws of descent
and distribution; provided that, the Committee may permit transfers of
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units
or Restricted Shares to Family Members (including, without limitation, transfers
affected by a domestic relations order) subject to such terms and conditions as
the Committee shall determine.

       

      13.2  Beneficiary
Designation.  Each Participant under the Plan may from time to
time name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death. Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during his lifetime. In the absence of
any such designation, benefits remaining unpaid or Awards outstanding at the
Participant’s death shall be paid to or exercised by (a) the Participant’s
surviving spouse or domestic partner, (b) if there is no surviving spouse
or domestic partner, the Participant’s children (including stepchildren and
adopted children) per stirpes, or (c) if there is no surviving spouse or
domestic partner and/or children per stirpes, the Participant’s
estate.

       

      13.3 Committee
Discretion.  Notwithstanding anything else to the contrary, the
Committee may permit all or any portion of any Award to be exercised following a
Participant’s termination of employment for any reason on such terms and subject
to such conditions as the Committee shall determine for a period up to and
including, but not beyond, the expiration of the term of such Award. The
Committee shall have the power to accelerate the time at which an Award may
first be exercised or the time during which an Award or any part thereof will
vest in accordance with the Plan, notwithstanding the provisions in the Award
stating the time at which it may first be exercised or the time during which it
will vest.

       

      13.4 Interpretation.  Notwithstanding
anything contained in the Plan to the contrary, to the extent required to so
qualify any Award intended to be qualified as other performance-based
compensation within the meaning of Section 162(m)(4)(c) of the Code, the
Committee shall not be entitled to exercise any discretion otherwise authorized
under the Plan (such as the right to authorize payout at a level above that
dictated by the achievement of the 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      relevant
Performance Goals) with respect to such Award if the ability to exercise
discretion (as opposed to the exercise of such discretion) would cause such
Award to fail to qualify as other performance-based compensation.

       

      13.5 No
Guarantee of Employment.  Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to terminate
any Participant’s employment or service at any time, nor confer upon any
Participant any right to continue in the employ or service of the Company or any
Subsidiary or affiliate.

       

      13.6  Tax
Withholding.  The Company or any Subsidiary shall have the
power to withhold, or require a Participant to remit to the Company or such
Subsidiary promptly upon notification of the amount due, an amount, which may
include shares of Common Stock, sufficient to satisfy federal, state and local,
including foreign, withholding tax requirements with respect to any Award
(including payments made pursuant to Article 9), and the Company may defer
payment of cash or issuance or delivery of Common Stock until such requirements
are satisfied. The Committee may, in its discretion, permit a Participant to
elect, subject to such conditions as the Committee shall impose (i) to have
Common Stock otherwise issuable or deliverable under the Plan withheld by the
Company or (ii) to deliver to the Company previously acquired shares of
Common Stock, in each case, having a Fair Market Value sufficient to satisfy not
more than the Participant’s statutory minimum federal, state and local tax
obligations associated with the transaction.

       

      13.7 Indemnification.  Each
person who is or shall have been a member of the Committee or of the Board shall
be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him in
connection with or resulting from any claim, action, suit, or proceeding to
which he may be made a party or in which he may be involved by reason of any
action taken or failure to act under the Plan, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive and shall be independent of any other
rights of indemnification to which such persons may be entitled under the
Company’s Articles of Incorporation or By-laws, by contract, as a matter of law,
or otherwise.

       

      13.8 No
Limitation on Compensation.  Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans or to pay
compensation to its employees in cash or property, in a manner which is not
expressly authorized under the Plan.

       

      13.9 Requirements
of Law.  The granting of Awards and the issuance of shares of
Common Stock shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges or national automated quotation systems as may be
required.

       

      13.10 Governing
Law.  The Plan, and all Awards made and actions taken
thereunder, shall be construed in accordance with and governed by the laws of
the State of Michigan.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      13.11  Impact
on Benefits.  Unless otherwise determined by the Committee,
Awards granted under the Plan are not compensation for purposes of calculating
an Employee’s rights under any employee benefit program or arrangement,
including any severance arrangement.

       

      13.12 Securities
Law Compliance.  Instruments evidencing Awards may contain such
other provisions, not inconsistent with the Plan, as the Committee deems
advisable, including a requirement that the Participant represent to the Company
in writing, when an Award is granted or when he receives shares with respect to
such Award (or at such other time as the Committee deems appropriate) that he is
accepting such Award, or receiving or acquiring such shares (unless they are
then covered by a Securities Act registration statement), for his own account
for investment only and with no present intention to transfer, sell or otherwise
dispose of such shares except such disposition by a legal representative as
shall be required by will or the laws of any jurisdiction in winding up the
estate of the Participant. Such shares shall be transferable, or may be sold or
otherwise disposed of only if the proposed transfer, sale or other disposition
shall be permissible pursuant to the Plan and if, in the opinion of counsel
satisfactory to the Company, such transfer, sale or other disposition at such
time will be in compliance with applicable securities laws.

       

      13.13 Separation
From Service.  To the extent Section 409A applies to any Award,
any reference to a Participant’s retirement, termination of employment or
service shall mean a “separation from service” as that term is defined under
409A.

       

      13.14 Term
of the Plan.  The Plan shall expire on ____________, 2019,
unless terminated at an earlier date pursuant to Article 11.

       

      


       

      


       

       

       

      



      
        
           


        

        
          24

          
            

          

        

        
           


        

      



      Exhibit
[__]

       

      Michigan
Commerce Bancorp Limited

      Restricted Stock Units
Agreement

       

      Michigan
Commerce Bancorp Limited (the “Company”)
hereby grants to the Participant named below a Restricted Stock Unit award
(“Award”),
each Restricted Stock Unit (“Restricted Stock
Unit”) representing the right to receive one share of common stock of the
Company, no par value per share (“Common
Stock”) in accordance with and subject to the terms and restrictions of
this Agreement (the “Agreement”)
and the Michigan Commerce Bancorp Limited Omnibus Incentive and Equity Plan (the
“Plan”),
which is incorporated by reference and made a part of this Agreement. This page
is the first page (the “Cover
Page”) of the Agreement, which describes in detail your rights with
respect to the Restricted Stock Units granted to you hereby and which
constitutes a legal agreement between you and the Company.

       

      1.           Participant
Name:_________________________________________________________________________________________________________________

       

      2.           Award
Date:_____________________________________________________________________________________________________________________

       

      3.           Number
of Restricted Stock
Units:_____________________________________________________________________________________________________

       

      4.           Vesting
Date(s):__________________________________________________________________________________________________________________

       

      IN WITNESS WHEREOF, Michigan
Commerce Bancorp Limited and the Participant agree to be bound by the terms and
provisions of this Agreement, as of the date noted below.

       

      MICHIGAN COMMERCE BANCORP
LIMITED

      


      By:_________________________________________

      Title:________________________________________

      Date:________________________________________

      


      RECIPIENT:__________________________________

             (Please
sign and keep this page for your records)


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      ARTICLE
I

      RESTRICTED STOCK
UNITS

       

      1.1 Restricted
Stock Unit.  “Restricted Stock
Unit” means the right to receive one share of common stock of the
Company, no par value per share (“Common
Stock”) subject to the terms of this Agreement.

       

      1.2 Vesting.  Subject to the
terms and conditions of this Award, your Restricted Stock Units will vest on the
conclusion of each vesting period ending on the vesting date(s) indicated on
page one of this Agreement, provided that you remain employed by the Company
until each respective vesting date(s).

       

      1.3 Termination
of Employment.  If your
employment with the Company terminates due to:

       

      (a)   death,
Disability, Retirement or an involuntary termination that qualifies you for
severance pay and severance benefits under a Company approved severance plan,
arrangement or agreement with the Company, all as conclusively determined by the
Company, a portion of your non-vested Restricted Stock Units will vest in an
amount equal to (X) minus (Y), rounded up to the nearest whole share,
where:

       

      
        	
                 
      

              	
                (X)

              	
                equals
      the product of the number of Restricted Stock Units awarded multiplied by
      the ratio of (1) the number of days that you were actively employed by the
      Company since the Award Date divided by (2) the number of days between the
      Award Date and the final scheduled vesting date for the Restriction Stock
      Units covered by this Agreement;
and

              


      

       

      
        	
                 
      

              	
                (Y)

              	
                equals
      the number of Restricted Stock Units that have already vested in
      accordance with Section 1.2 of this Agreement as of your termination
      date;

              


      

       

      (b)   any
reason other than those identified in paragraph (a) above, any Restricted Stock
Units that have not vested in accordance with Section 1.2 of this Agreement as
of your termination date shall be forfeited and you shall have no rights
thereunder or hereunder.

       

      1.4 Change
in Control.  Subject to
Section 11.2 of the Plan, in the event of a Change in Control, your Restricted
Stock Units under this Agreement will automatically vest to the extent not then
vested.

       

      ARTICLE
II

      RIGHTS AND
SETTLEMENT

       

      2.1 Rights
as a Shareholder.  Your Restricted
Stock Units will not give you any right to vote on any matter submitted to the
Company’s stockholders. You will have voting rights with respect to the Common
Stock that underlie your Restricted Stock Units only after the shares have
actually been issued to you.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      2.2 Restrictions
on Transferability.  You will not
have any right to sell, assign, transfer, pledge, hypothecate or otherwise
encumber your Restricted Stock Units. Any attempt to affect any of the preceding
in violation of this Section 2.2 of this Agreement, whether voluntary or
involuntary, will be void.

       

      2.3 Dividend
Equivalents.  The Company will
credit each of your Restricted Stock Units with Dividend Equivalents from the
date your award is granted to the end of the Restricted Period which shall be
determined pursuant to Section 1.2 of this Agreement. A “Dividend
Equivalent” is an amount equal to the cash dividend payable per Common
Share multiplied by the number of Common Stock then underlying each Restricted
Stock Unit. Such amount shall be credited to a book entry account on your behalf
at the time the Company pays any cash dividend on its Common Stock. Dividend
Equivalents shall vest at the same time as the underlying Restricted Stock
Units, and shall be paid in a single lump sum at the same time as the underlying
Restricted Stock Units convert to Common Stock, but no later than 30 days after
the applicable vesting date.

       

      2.4 Interest
Credits.  Interest will be
credited on such Dividend Equivalents for each “Crediting
Period” during the period from the Award Date until distribution
hereunder at, unless otherwise determined by the Committee, the mid-term
Applicable Federal Rate (as determined under Code Section 1274(d)), in effect on
the first day of such Crediting Period. A Crediting Period shall mean August 1
of one calendar year to July 31 of the subsequent calendar year (or, if earlier,
the date on which distribution is made hereunder), provided that interest shall
be credited with respect to each Dividend Equivalent only from the date such
Divided Equivalent is first credited hereunder. Interest Credits shall vest at
the same time as the underlying Restricted Stock Units and Dividend Equivalents,
and shall be paid in a single lump sum at the same time as the underlying
Dividend Equivalents.

       

      2.5 Settlement
of Your Restricted Stock Units.  Within 30 days
after each date, if any, on which any of your Restricted Stock Units vest
pursuant to Section 1.2 of this Agreement, the Company will deliver to you the
number of shares of Common Stock then underlying your vested Restricted Stock
Units.

       

      2.6 Adjustment
Due to Change in Capitalization.  If any Adjustment
Event occurs before all of the Restricted Stock Units are settled pursuant to
Section 2.5 of this Agreement, the number of shares of Common Stock underlying
each remaining Restricted Stock Unit may be appropriately and equitably adjusted
as provided in the Plan.

       

      ARTICLE
III

      ADMINISTRATION

       

      3.1 Administration.  Consistent with
Sections 4.1 and 4.2 of the Plan, the Committee is authorized to interpret your
Award and this Agreement and to make all other determinations necessary or
advisable for the administration and interpretation of your Award to carry out
its provisions and purposes. Determinations, interpretations or other actions
made or taken by the Committee pursuant to the provisions of this Agreement
shall be final, binding and conclusive for all purposes and upon all persons.
The Committee may consult with legal counsel, 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      who may
be regular counsel to the Committee, and shall not incur any liability for any
action taken in good faith in reliance upon the advice of counsel.

       

      ARTICLE
IV

      MISCELLANEOUS

       

      4.1 Tax
Withholding.  The Company may
withhold, or require you to remit to the Company promptly upon notification of
the amount due, an amount sufficient to satisfy federal, state and local
withholding tax requirements with respect to your Award (or settlement thereof),
and delivery of Common Stock shall not occur until such requirements are
satisfied. You shall have the right to elect (a) to have Common Stock
deliverable in respect of your Award withheld by the Company, or (b) to deliver
to the Company previously acquired Common Stock, in each case, having a fair
market value sufficient to satisfy your statutory minimum federal, state and
local tax obligation associated with the transaction.  In addition,
the Committee may in its discretion make other arrangements with you for the
payment of withholding taxes with respect to your Award (or settlement thereof)
that are consistent with applicable laws, rules and regulations.

       

      4.2 Internal
Revenue Code Section 409A.

       

      (a)   Notwithstanding
anything in this Agreement to the contrary, it is the intention of the parties
that this agreement comply with Section 409A, and all regulations or other
guidance issued thereunder, and this agreement and the payments of any benefits
hereunder will be operated and administered accordingly. However, neither the
Company nor the Committee shall have any liability to any person in the event
Section 409A applies to this award or any payments hereunder in a transaction
that results in adverse tax consequences to the award holder or any
beneficiaries or transferees.

       

      (b)   Notwithstanding
any other provision of the Plan or this Agreement to the contrary, as long a any
part of your Award is subjecct to, and not exempt from, Section 409A, then, if payment of
any portion of your Award is made on account of your “separation from service”
as that term is defined under Section 409A, and you are a “specified employee”
as determined under the default rules under Section 409A for specified employee
determinations, then the payment will be made on the date that is one day after
the six-month anniversary of the date of your separation from service, or, if
earlier, the date of your death.

       

      4.3 Requirements
of Law.  The granting of
your Award and the issuance of Common Stock are each subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.

       

      4.4 No
Impact on Benefits.  Your Award is not
compensation for purposes of calculating your rights under any employee benefit
plan maintained by the Company, unless the terms of such employee benefit plan
require any portion of or all of the Award to be included in “compensation” for
purposes of determining you rights under the employee benefit plan.

       

      4.5 Securities
Law Compliance.  The Company shall
have the authority to determine the instruments by which your Award shall be
evidenced. Instruments evidencing your Award may contain such other provisions
as the Company deems advisable. The undersigned 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      understands
that the Company has filed with the Securities and Exchange Commission a Form
S-8 registration statement under the Securities Act of 1933, as amended, with
respect to the Plan and the shares covered by this Agreement. The Company will
endeavor to keep such registration statement effective, but in the event the
Company notifies you that such registration statement is not then effective, you
agree to refrain from sales of Common Stock until such time as the Company
advises you that such registration statement has become effective.

       

      4.6 Trading
Black Out Periods.  By entering into
this Agreement you expressly agree that: (i) during all periods of your
employment with the Company or its affiliates, or while you are otherwise
maintained on the payroll of the Company or its affiliates, you agree to abide
by all trading “black
out”
periods with respect to purchases or sales of Company stock or exercises of
stock options for the Company’s stock established from time to time by the
Company (“Trading Black
Out Periods”) and (ii) upon any cessation or termination of your
employment with the Company and its affiliates for any reason, you agree that
for a period of three (3) months following the effective date of any such
termination or cessation of your employment or, if later, for a period of three
(3) months following the date as of which you are no longer on the payroll of
the Company and its affiliates, you agree to continue to abide by all such
Trading Black Out Periods established from time to time by the
Company.

       

      4.7 Other.

       

      (a)   This
Agreement is binding on you and your executors, administrators, heirs and
personal and legal representatives and on the Company and its successors or
assigns.

       

      (b)   This
Agreement, including the Cover Page and the Plan, contains the entire agreement
and all terms between you and the Company with respect to this Award, and there
are no other understandings, warranties or representations with respect to this
Award.

       

      (c)   Nothing
in this Agreement gives you the right to continue working for or with the
Company or any of its subsidiaries nor changes the right which the Company has
to terminate your employment at any time.

       

      (d)   This
Agreement and your Award shall be governed by the laws of the State of Michigan
(other than its conflict of law principles).

       

      (e)   Any
determination or interpretation by the Committee under or pursuant to this
Agreement shall be final, binding and conclusive for all purposes and upon all
persons affected hereby.  In the event of a conflict between any term
of this Agreement and the terms of the Plan, the terms of the Plan shall
control.

       

      (f)   Capitalized
terms not defined in, or referenced from, this Agreement have the meaning set
forth in the Plan.

       

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      



      Exhibit
[__]

       

      Michigan
Commerce Bancorp Limited

      Non-Qualified Stock Option
Agreement

       

      Michigan
Commerce Bancorp Limited (the “Company”)
hereby grants to the “Optionee”
named below an Option to purchase, in accordance with and subject to the terms
and restrictions of the Michigan Commerce Bancorp Limited Omnibus Incentive and
Equity Plan (the “Plan”),
which is incorporated by reference and is made a part of this Agreement, the
number of shares of Common Stock of the Company at the option price per share
set forth below. This page is the first page (the “Cover
Page”) of the Michigan Commerce Bancorp Limited Non-Qualified Stock
Option Agreement (the “Agreement”)
which describes in detail your rights with respect to this Option being granted
to you and which constitutes a legal agreement between you and the
Company:

       

      1.           Optionee
Name: 
__________________________________________________________________________________________________________________

       

      2.           Type
of Option:  Non-Qualified Stock Option

       

      3.           Grant
Date: 
_____________________________________________________________________________________________________________________

       

      4.           Number
of Shares of Common Stock: 
__________________________________________________________________________________________________

       

      5.           Option
Price per Share: 
____________________________________________________________________________________________________________

       

      6.           Option
Expiration Date: 
____________________________________________________________________________________________________________

       

      7.           Vesting
Commencement Date: 
_______________________________________________________________________________________________________

       

      IN WITNESS WHEREOF, Michigan
Commerce Bancorp Limited and the Optionee agree to be bound by the terms and
provisions of this Agreement, as of the date noted below.

       

      MICHIGAN COMMERCE BANCORP
LIMITED

      


      By:_________________________________________

      Title:________________________________________

      Date:________________________________________

      


      RECIPIENT:__________________________________

             (Please
sign and keep this page for your records)


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      ARTICLE
I -

      TERMS AND CONDITIONS FOR
EXERCISING OPTION

       

      1.1 The
Option granted under this Agreement may not be exercised for less than ten whole
shares of Common Stock, and no fractional shares will be issued at any time.
Except as provided below, this Option shall vest and become exercisable as
follows:  The Option will vest 100% on the third anniversary of the
Grant Date; prior to the third anniversary, the Option will be 0%
vested.

       

      ARTICLE
II -

      DURATION OF
OPTION

       

      2.1 The
Option granted under this Agreement shall become immediately and fully
exercisable upon your death and be exercisable as provided in the Plan at any
time prior to the Expiration Date or within three (3) years, whichever period is
shorter.

       

      2.2 Upon your
Retirement or Disability (as these terms are defined in the Plan), the Option
granted shall continue to vest and be exercisable at any time prior to the
Expiration Date or within three (3) years, whichever period is
shorter.

       

      2.3 Upon
termination of your Company or Subsidiary employment or service in the event of
certain sales or divestitures as defined in the Plan, the Committee may provide
that the Option shall continue to vest and be exercisable at any time prior to
the Expiration Date or within three (3) years, whichever period is
shorter.

       

      2.4 Upon
termination of your Company or Subsidiary employment for Cause or upon your
violation of the Company’s established policy on Insider Trading, each as
determined in good faith by the Company, this Option (whether or not then vested
or exercisable at the time of such determination) shall immediately terminate
and no longer be exercisable.

       

      2.5 Upon
termination of your Company employment or contractual relationship with the
Company or Subsidiary for any other reason, the unvested portion of this Option
shall immediately terminate and you shall have a right to exercise any vested
portion of the Option prior to the Expiration Date or within one hundred twenty
(120) days, whichever period is shorter.

       

      ARTICLE
III -

      CHANGE IN CONTROL OF THE
COMPANY

       

      3.1 Upon a
Change in Control, the Option shall be immediately and fully exercisable. In the
case of a Change in Control, the Option may be cancelled in exchange for a cash
payment or Alternative Award as determined in accordance with the
Plan.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IV -

      EXERCISING THE
OPTION

       

      4.1 This
Option may be exercised for the number of shares of Common Stock specified by
giving notice to the Company and to the Company’s selected stock option broker
(a “broker”).

       

      4.2 The
notice should refer to this Option (by the date of grant), and the notice must
include the following information:

       

      (a)   The
number of shares of Common Stock for which the Option is being
exercised.

       

      (b)   The name
or names of the persons in whose names the stock certificate for the shares of
Common Stock should be registered.

       

      (c)   The
address to which the stock certificate should be sent.

       

      (d)   In
addition to your notice, you must indicate the method by which you will pay the
exercise price.  Payment of the exercise price may be made in cash,
or, subject to the Committee’s approval in its discretion and on such terms and
conditions as the Committee shall require:

       

      
        	
                (1)  

              	
                       
      In cash equivalents;

              


      

       

      
        	
                (2)  

              	
                       
      By exchanging shares of Common Stock you own (which are not the subject of
      any pledge or other security
interest);

              


      

       

      
        	
                (3)  

              	
                      
      Through an arrangement with a broker approved by the Company whereby
      payment of the exercise price is accomplished with the proceeds of the
      sale of shares of Common Stock (that is, a “cashless
      exercise” procedure);

              


      

       

      
        	
                (4)  

              	
                      
      by issuing a lesser number of shares of Common Stock pursuant to a Net
      Exercise transaction having a Fair Market Value on the date of exercise
      equal to the amount, if any, by which the aggregate Fair Market Value of
      the shares of Common Stock as to which the Option is being exercised
      exceeds the aggregate exercise price for such shares;
  or

              


      

       

       (5)   By any
combination of the foregoing.

       

      (e)   The
combined value of all cash paid and the Fair Market Value of any such shares of
Common Stock so tendered to the Company, valued as of the date of such tender,
must be at least equal to such option exercise price required to be paid for the
shares of Common Stock being exercised.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (f)   If
payment is to be made in whole or part in cash, you must include a check payable
to the Company or to the broker, as determined by the Company.

       

      
        ARTICLE
V -

        TAX PAYMENTS AND
WITHHOLDING

      

       

      5.1 Whenever
shares of Common Stock are to be issued or cash paid pursuant to the exercise of
an Option under this Agreement, the Company shall have the power to withhold, or
require you to remit, an amount sufficient to satisfy Federal, state, and local
withholding tax requirements relating to such transaction, and the Company may
defer payment of cash or the issuance of shares of Common Stock until such
requirements are satisfied. Subject to the Committee’s approval, you
may:

       

      (a)   To have
shares of Common Stock otherwise issuable upon the exercise of an Option
withheld by the Company, or

       

      (b)   To
deliver to the Company previously acquired shares of Common Stock having a Fair
Market Value as of the date of exercise equal to all or part of your Federal,
state, and local tax obligation associated with the transaction and cash equal
to the balance of such tax obligation.

       

      ARTICLE
VI -

      ADJUSTMENT OF OPTION DUE TO
ADJUSTMENT EVENT

       

      6.1 In the
event of an Adjustment Event, the aggregate number of shares of Common Stock
subject to this Option and the exercise price applicable to this Option may be
appropriately and equitably adjusted as provided in the Plan.

       

      ARTICLE
VII -

      DELIVERY OF SHARES OF COMMON
STOCK

       

      7.1 Upon the
exercise of this Option, in whole or in part, the Company shall deliver to your
brokerage account shares of Common Stock in street name for the benefit of the
employee.  In the event that the Company shall determine that any
certificate issued pursuant to this Section 7.1 must bear a legend restricting
the transfer of such shares of Common Stock, such certificate shall bear the
appropriate legend.

       

      ARTICLE
VIII -

      NON-TRANSFERABILITY OF
OPTION DURING LIFETIME

       

      8.1 This
Option may not be sold, transferred, assigned or otherwise alienated or
hypothecated other than by will or by operation of the laws of descent and
distribution or as otherwise provided in the Plan and is subject to termination
as provided in the Plan.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IX -

      TRADING BLACKOUT
PERIODS

       

      9.1 By
entering into this Agreement you expressly agree that: (i) during all periods of
your employment with the Company or its affiliates, or while you are otherwise
maintained on the payroll of the Company or its affiliates, you agree to abide
by all trading “black
out” periods with respect to purchases or sales of Company stock or
exercises of stock options for the Company’s stock established from time to time
by the Company (“Trading
Black Out Periods”) and
(ii) upon any cessation or termination of your employment with the Company and
its affiliates for any reason, you agree that for a period of three (3) months
following the effective date of any such termination or cessation of your
employment or, if later, for a period of three (3) months following the date as
of which you are no longer on the payroll of the Company and its affiliates, you
agree to continue to abide by all such Trading Black Out Periods established
from time to time by the Company.

       

      ARTICLE
X -

      MISCELLANEOUS

       

      10.1 Securities
Law Compliance.  You understand
that the Company has filed with the Securities and Exchange Commission a Form
S-8 registration statement under the Securities Act of 1933, as amended, with
respect to the Plan and the shares covered by this Agreement. You agree that any
sales by you of shares of Common Stock covered by this Agreement will be
affected by means of a broker’s transaction using the facilities of the stock
exchange where the Common Stock is then listed. The Company will endeavor to
keep such registration statement effective to permit such sale, but in the event
the Company notifies you that such registration statement is not then effective,
you agree to refrain from sales of shares of  Common Stock until such
time as the Company advises you that such registration statement has become
effective.  You also agree that, notwithstanding anything to the
contrary continued herein, you may not exercise your Option unless the shares of
Common Stock issuable upon such exercise are then registered under the
Securities Act of 1933, or, if such shares of Stock are not then so registered,
the Committee has determined that such exercise and issuance would be exempt
from the registration requirements of the Securities Act.  The
exercise of your Option also must comply with other applicable laws and
regulations governing your Option, and you may not exercise your Option if the
Committee determines that such exercise would not be in material compliance with
such laws and regulations.

       

      10.2 Internal
Revenue Code Section 409A.  Notwithstanding anything in this
Agreement to the contrary, it is the intention of the parties that this
agreement comply with, i.e., be exempt from the nonqualified deferred
compensation plan requirements of, Section 409A, and all regulations or other
guidance issued thereunder, and this Agreement and the payments of any benefits
hereunder will be operated and administered accordingly. However, neither the
Company nor the Committee shall have any liability to any person in the event
Section 409A applies to this Agreement or any payments hereunder in a
transaction that results in adverse tax consequences to you or any of your
beneficiaries or transferees.

       

      10.3 Rights
as a Shareholder.  You shall have no
right, in respect to the Option granted, to vote on any matter submitted to
Company stockholders.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      10.4 Term.  You may not
exercise your Option before the commencement or after the expiration of its
term.  The term of your Option commences on the Grant Date and expires
upon the earliest of the Expiration Date indicated in this Agreement or the day before the tenth
anniversary of the Grant Date.

       

      10.5 Other.

       

      (a)   This
Agreement is binding on you and your executors, administrators, heirs and
personal and legal representatives and on the Company and its successors or
assigns.

       

      (b)   This
Agreement, including the Cover Page and the Plan, contains the entire agreement
and all terms between you and the Company with respect to the Option, and there
are no other understandings, warranties or representations with respect to the
Option.

       

      (c)   Nothing
in this Agreement gives you the right to continue working for or with the
Company or any of its subsidiaries nor changes the right which the Company has
to terminate your employment at any time.

       

      (d)   This
Agreement and your Option shall be governed by the laws of the State of Michigan
(other than its conflict of law principles).

       

      (e)   Any
determination or interpretation by the Committee under or pursuant to this
Agreement shall be final, binding and conclusive for all purposes and upon all
persons affected hereby.  In the event of a conflict between any term
of this Agreement and the terms of the Plan, the terms of the Plan shall
control

       

      (f)   Capitalized
terms not defined in, or referenced from, this Agreement have the meaning set
forth in the Plan.

       

       


      
        
           


        

        
          6