Attached files
Exhibit
10.12
AMENDMENT
TO
FIRST
MID-ILLINOIS BANCSHARES, INC.
2007 STOCK INCENTIVE
PLAN
March
3, 2010
WHEREAS,
First Mid-Illinois Bancshares, Inc. (the “Company”) adopted the First
Mid-Illinois Bancshares, Inc. 2007 Stock Incentive Plan (the “Plan”) as of
February 27, 2007, subject to approval by Company stockholders at the Company’s
annual meeting of stockholders held on May 23, 2007.
WHEREAS,
pursuant to Section
15(a) of the Plan, the Board of Directors deems it advisable and in the
best interest of the Company to amend the Plan as set forth herein.
NOW,
THEREFORE, the Plan is hereby amended as set forth below. Capitalized
terms used but not defined in this Plan have the respective meanings assigned to
them in the Plan.
1.
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Amendment
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Section 2(a) of the
Plan is hereby amended and restated in its entirety to read as
follows:
2. Administration of the
Plan
(a) The
Committee. The Plan shall be administered by a Committee
consisting of the entire Board, or if the Board so delegates, by a sub-committee
of the Board which shall be comprised of two or more directors who are “outside
directors” (within the meaning of Code Section 162(m)) and “non-employee
directors” (within the meaning of Rule 16b-3 under the Exchange
Act). The Committee shall have sole authority to:
(i) select
the directors, employees, consultants and advisors to whom the Awards shall be
granted under the Plan;
(ii) establish
the timing, amount and conditions of each such Award and other limitations,
restrictions, terms and conditions applicable to each such Award;
(iii) prescribe
any legend to be affixed to certificates representing such Awards;
(iv) interpret
the Plan; and
(v) adopt
such rules, regulations, forms and agreements, not inconsistent with the
provisions of the Plan, as it may deem advisable to carry out the Plan.
All
decisions made by the Committee in administering the Plan shall be
final. No member of the Board or the Committee shall be liable for
any action taken or determination made hereunder in good faith.”
2. Interpretation
Upon adoption hereof, each reference in
the Plan to “this Plan,” “hereby,” “hereunder,” “herein,” “hereof” or words of
like import referring to the Plan shall mean and refer to the Plan as amended by
this amendment. Any and all notices, requests, certificates and other
instruments executed and delivered prior to, on or after the date of this
amendment may refer to the Plan without making specific reference to this
amendment, but nevertheless all references to the Plan shall be a reference to
such document as amended hereby.