Exhibit 10.10
MAIN STREET TRUST, INC.
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is made and entered into between
Main Street Trust, Inc. ("Main Street"), an Illinois corporation, and
____________ ("Optionee"), as of ____________ (the "Effective Date"). All
defined terms herein shall have the meaning given them under the Main Street
Trust, Inc. 2000 Stock Incentive Plan (the "Plan").
1. Grant. Main Street grants Optionee an option (the "Option") as of the
Effective Date to acquire ______ shares of Main Street's Common Stock (the
"Shares"), subject in all respects to the terms and conditions of the Plan
and such other terms and conditions as are set forth herein.
2. Tax Treatment. This Option is not intended to constitute an Incentive Stock
Option under Section 422 of the Internal Revenue Code of 1986, as amended.
3. Option Price. The Option price as determined by Main Street's Board of
Directors (the "Board") is $_____ per share. The Option price may be paid:
(i) in cash; (ii) in Common Stock valued at its Fair Market Value on the
date of exercise, provided it has been owned by the Optionee for at least
six (6) months prior to the exercise; (iii) in cash by an unaffiliated
broker-dealer to whom the holder of the option has submitted an exercise
notice consisting of a fully endorsed option; (iv) by agreeing to surrender
SARs then exercisable by the Optionee valued at their Fair Market Value on
the date of exercise; (v) by such other medium of payment as the Committee,
in its discretion, shall authorize; or (vi) by any combination of clauses
(i) through (v) above, as the Optionee shall elect. In the case of payment
pursuant to clauses (ii) through (v) above, the Optionee's election must be
made on or prior to the date of exercise of the option and must be
irrevocable. In lieu of a separate election governing each exercise of an
option, the Optionee may file a blanket election that shall govern all
future exercises of options until revoked by the Optionee.
4. Vesting; Exercisability. This Option shall vest in equal parts on each day
beginning on the date of this Agreement such that on the first anniversary
date of this Agreement, the Optionee shall be fully vested in the shares
represent by the Option granted hereby; provided however, that upon
Optionee's Retirement prior to the first anniversary of this Agreement,
this Option shall become fully vested and exercisable.
5. Compliance with Law. The Option may not be exercised if the issuance of
Shares upon such exercise would constitute a violation of any applicable
federal or state securities law, or any other law or regulation. As a
condition to the exercise of this Option, Optionee shall represent to Main
Street that the Shares being acquired under this Option are for investment
and not with a present view for distribution or resale, unless counsel for
Main Street is then of the opinion that such a representation is not
required under any applicable law, regulation or rule of any governmental
agency.
6. No Assignment. Except as otherwise provided under the Plan, this Option may
not be transferred in any manner and may be exercised during the lifetime
of Optionee only by him. This Option may be exercised by Optionee's
executors, administrators, heirs, assigns and successors, in the event of
his death, and the terms of this Agreement shall be binding on them.
7. Term; Annual Limits. The exercise of this Option will be subject to the
following limitations:
(a) This Option may not be exercised more than ten (10) years after the
Effective Date.
(b) This Option must be exercised within three (3) months of the effective
date of the termination of the Optionee's service unless such
termination is due to Optionee's death, Disability or Retirement.
(c) This Option must be exercised within twelve (12) months of the
effective date of the termination of the Optionee's service if such
termination is due to Optionee's death or Disability.
(d) This Option may be exercised as provided under (a) above if the
Optionee's service is terminated due to Retirement, provided, however,
that if the Optionee dies after Retirement, this Option must be
exercised within twelve (12) months of the Optionee's death.
MAIN STREET TRUST, INC.
By:
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President and CEO
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ATTEST:
Optionee acknowledges that he has received a copy of the Plan and Participant
Information Statement with respect to the Plan and is familiar with the terms
and conditions set forth therein. Optionee agrees to accept as binding,
conclusive, and final all decisions and interpretations of the Board or the
Committee. As a condition to the exercise of this Option, Optionee authorizes
Main Street to withhold from any regular cash compensation payable by Main
Street any taxes required to be withheld under any federal, state or local law
as a result of exercising this Option.
Dated: ______________, 2005
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Optionee
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