Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
[X] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
JOACHIM BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
JOACHIM BANCORP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
Proposed maximum aggregate value of transaction:
N/A
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
(2) Form, schedule or registration statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
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June 12, 1996
Dear Stockholder:
You are cordially invited to attend the first Annual Meeting of
Stockholders of Joachim Bancorp, Inc. to be held at the DeSoto Public Library,
712 South Main Street, DeSoto, Missouri, on Wednesday, July 17, 1996, at 2:00
p.m., Central Time. Effective December 27, 1995, Joachim Federal Savings and
Loan Association converted to stock form and Joachim Bancorp, Inc. became the
holding company for the Association.
The Notice of the Annual Meeting and Proxy Statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Michael
Trokey & Company, P.C., the Company's independent auditors, will be present to
respond to appropriate questions of stockholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure you shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Bernard R. Westhoff
-------------------------
Bernard R. Westhoff
President and Chief Executive Officer
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JOACHIM BANCORP, INC.
Plaza Square
DeSoto, Missouri 63020
(314) 586-8821
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 17, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders of
Joachim Bancorp, Inc. ("Company") will be held at the DeSoto Public Library,
712 South Main Street, DeSoto, Missouri, on Wednesday, July 17, 1996, at 2:00
p.m., Central Time, for the following purposes:
1. To elect three directors to serve until the 1999 Annual Meeting
of Stockholders;
2. To consider and vote upon a proposal to adopt the Joachim
Bancorp, Inc. 1996 Stock Option Plan;
3. To consider and vote upon a proposal to adopt the Joachim
Bancorp, Inc. 1996 Management Recognition and Development Plan;
4. To ratify the appointment of Michael Trokey & Company, P.C., as
auditors for the Company for the fiscal year ending March 31,
1997; and
5. To consider and act upon such other matters as may properly
come before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on any one of the foregoing proposals at the
meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the meeting may be adjourned. Stockholders of
record at the close of business on May 28, 1996 are entitled to notice of and
to vote at the meeting and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the meeting and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lee Ellen Hogan
--------------------
LEE ELLEN HOGAN
SECRETARY
De Soto, Missouri
June 12, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
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PROXY STATEMENT
OF
JOACHIM BANCORP, INC.
Plaza Square
DeSoto, Missouri 63020
(314) 586-8821
ANNUAL MEETING OF STOCKHOLDERS
July 17, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Joachim Bancorp, Inc. ("Company") to be
used at the Annual Meeting of Stockholders of the Company. The Annual Meeting
will be held at the DeSoto Public Library, 712 South Main Street, DeSoto,
Missouri, on Wednesday, July 17, 1996, at 2:00 p.m., Central Time. The
Company became the holding company for Joachim Federal Savings and Loan
Association ("Association") upon consummation of the Association's conversion
from mutual to stock form (the "Conversion"). This Proxy Statement and the
enclosed proxy card are being first mailed to stockholders on or about June
12, 1996.
VOTING AND PROXY PROCEDURE
Stockholders of record as of the close of business on May 28, 1996 are
entitled to one vote for each share of common stock ("Common Stock") of the
Company then held. As of May 28, 1996, the Company had 760,437 shares of
Common Stock issued and outstanding. The presence, in person or by proxy, of
at least a majority of the total number of outstanding shares of Common Stock
entitled to vote is necessary to constitute a quorum at the Annual Meeting.
Abstentions will be counted as shares present and entitled to vote at the
Annual Meeting for purposes of determining the existence of a quorum. Broker
non-votes will not be considered shares present and will not be included in
determining whether a quorum is present.
The Board of Directors solicits proxies so that each stockholder has the
opportunity to vote on the proposals to be considered at the Annual Meeting.
When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below, FOR adoption of the Joachim
Bancorp, Inc. 1996 Stock Option Plan, FOR adoption of the Joachim Bancorp,
Inc. 1996 Management Recognition and Development Plan, and FOR the
ratification of the appointment of Michael Trokey & Company, P.C., as auditors
for the Company. If a stockholder attends the Annual Meeting, he or she may
vote by ballot.
If a stockholder does not return a signed proxy card or does not attend
the Annual Meeting and vote in person, his or her shares will not be voted.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed
to the Secretary of the Company or by filing a later proxy prior to a vote
being taken on a particular proposal at the Annual Meeting. Attendance at the
Annual Meeting will not automatically revoke a proxy, but a stockholder in
attendance may request a ballot and vote in person, thereby revoking a prior
granted proxy.
If a shareholder is a participant in the Joachim Federal Savings and Loan
Association Employee Stock Ownership Plan (the "ESOP"), the proxy card
represents a voting instruction to the trustees of the ESOP as to the number
of shares in the participant's plan account. Each participant in the ESOP may
direct the trustees as to the manner in which shares of Common Stock allocated
to the participant's plan account are to be voted. Unallocated shares of
Common Stock held by the ESOP and allocated shares for which no voting
instructions are received will be voted by the trustees in the same proportion
as shares for which the trustees have received voting instructions.
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The three directors to be elected at the Annual Meeting will be elected
by a plurality of the votes cast by the stockholders present in person or by
proxy and entitled to vote. Stockholders are not permitted to cumulate their
votes for the election of directors. With regard to the election of
directors, votes may be cast for or withheld from each nominee. Votes that
are withheld will have no effect on the outcome of the election because
directors will be elected by a plurality of votes cast. With respect to the
other proposals to be voted upon, stockholders may vote for a proposal,
against a proposal or may abstain from voting. Adoption of the 1996 Stock
Option Plan and the 1996 Management Recognition and Development Plan will
require the affirmative vote of a majority of the outstanding shares.
Ratification of the appointment of Michael Trokey & Company, P.C. as auditors
will require the affirmative vote of a majority of the shares represented at
the Annual Meeting and entitled to vote. Thus, abstentions on the Company's
proposals to adopt the Stock Option Plan, to adopt the Management Recognition
and Development Plan and to ratify the appointment of auditors will have the
effect of a vote against such proposals. Broker non-votes will have the
effect of a vote against adoption of the Stock Option Plan and the Management
Recognition and Development Plan but, with respect to the ratification of the
appointment of auditors, will not be included in vote totals and will have no
effect on the outcome of the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports regarding such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act").
Based upon such reports, the following table sets forth, as of May 28, 1996,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock. Management knows of no
persons other than those set forth below who beneficially owned more than 5%
of the outstanding shares of Common Stock at May 28, 1996. The table also
sets forth, as of May 28, 1996, information as to the shares of Common Stock
beneficially owned by each director, by the Chief Executive Officer of the
Company and by all executive officers and directors of the Company as a group.
Amount and Nature Percent of
of Beneficial Common Stock
Name Ownership (1) Outstanding
- - - ----------------- ----------------- ------------
Beneficial Owners of More Than 5%
Joachim Federal Savings 60,835 8.0%
and Loan Association
Employee Stock Ownership
Plan Trust
Keith Hutson 39,597 (2) 5.2
835 Progress Drive
Farmington, MO 63640
Karen Hutson 39,597 (2) 5.2
835 Progress Drive
Farmington, MO 63640
(footnotes on following page)
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Amount and Nature Percent of
of Beneficial Common Stock
Name Ownership (1) Outstanding
- - - ----------------- ----------------- ------------
Directors and Chief Executive Officer
Douglas G. Draper 5,000 0.66%
Andrew H. England 5,000 0.66
Adolph J. Schatzle 5,000 0.66
Margaret F. Smith 2,000 0.26
Bernard R. Westhoff 3,554 0.47
James H. Wilkins 7,000 0.92
Stokely R. Wischmeier 10,000 1.32
All Executive Officers and 47,883 6.30
Directors as a
Group (nine persons)
____________________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting and/or investment power with respect
to such security. The table includes shares owned by spouses, other
immediate family members in trust, shares held in retirement accounts or
funds for the benefit of the named individuals, and other forms of
ownership, over which shares the persons named in the table may possess
voting and/or investment power. Shares held in accounts under the
Association's ESOP, as to which the holders have voting power but not
investment power, are also included as follows: Mr. Westhoff, 1,354
shares; all executive officers and directors as a group, 3,055 shares.
(2) This information is based on a Schedule 13D dated April 2, 1996. The
filing indicates that Keith Hutson and Karen Hutson have joint ownership
and, therefore, shared voting and dispositive power, with respect to
39,597 shares of Common Stock.
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven members. The Board of
Directors is divided into three classes with three-year staggered terms, with
approximately one third of the directors elected each year. Three directors
will be elected at the Annual Meeting to serve for a three-year period, or
until their respective successors have been elected and qualified. The Board
of Directors has nominated for election as directors Andrew H. England, Adolph
J. Schatzle and Douglas G. Draper. The nominees are current members of the
Board of Directors of the Company.
It is intended that the proxies solicited by the Board of Directors will
be voted "FOR" the election of the above named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend or the
Board of Directors may adopt a resolution to amend the Bylaws and reduce the
size of the Board. At this time, the Board of Directors knows of no reason
why any nominee might be unavailable to serve.
The Board of Directors recommends that stockholders vote "FOR" the
election of Messrs. England, Schatzle and Draper.
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The following table sets forth certain information regarding the nominees
for election at the Annual Meeting, as well as information regarding those
directors continuing in office after the Annual Meeting.
Year
First Year
Elected Term
Name Age(1) Director(2) Expires
- - - -------------------- ------ ----------- --------
BOARD NOMINEES
Andrew H. England 84 1962 1999 (3)
Adolph J. Schatzle 79 1971 1999 (3)
Douglas G. Draper 66 1986 1999 (3)
DIRECTORS CONTINUING IN OFFICE
Margaret F. Smith 76 1963 1997
James H. Wilkins 75 1975 1997
Bernard R. Westhoff 54 1993 1998
Stokely R. Wischmeier 43 1987 1998
(1) At March 31, 1996.
(2) Includes prior service on the Board of Directors of the Association.
(3) Assuming re-election at the Annual Meeting.
The present principal occupation and other business experience during the
last five years of each nominee for election and each director continuing in
office is set forth below:
Andrew H. England is a retired funeral home owner and director. Mr.
England was elected Chairman of the Board in 1993. He currently serves on the
Loan, Investment and Proxy Committees.
Adolph J. Schatzle served as Managing Officer of the Association from 1962
until his retirement in 1978. Mr. Schatzle was elected Vice Chairman of the
Board in 1993. He currently serves on the Loan and Audit Committees. Mr.
Schatzle is a member of the Hillsboro Civic Club.
Douglas G. Draper is the Chairman of the Board and former owner of
Hillsboro Title Co., Inc. He is currently a member of the Loan, Asset and
Liability and Compensation Committees. Mr. Draper is a member of the
Hillsboro Rotary Club and a past director of the Jefferson County Growth and
Development Association.
Margaret F. Smith is a retired tire store owner. She currently is a
member of the Compensation and Audit Committees.
James H. Wilkins is a retired railroad car shop superintendent. He
currently serves on the Loan, Proxy, Investment and Asset and Liability
Committees.
Bernard R. Westhoff has served as President of the Association since 1988.
Prior to joining the Association, Mr. Westhoff was affiliated with Boatmen's
Bank of DeSoto for 14 years. He currently serves on the Loan,
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<PAGE>
Investment and Asset and Liability Committees. Mr. Westhoff is the director
and treasurer of the DeSoto Chamber of Commerce and the secretary-treasurer of
the DeSoto Industrial Development Corporation.
Stokely R. Wischmeier is the Manager and Vice President of Hopson Lumber
Co., with which he has been associated for 11 years. He is currently a member
of the Loan, Proxy, Compensation and Audit Committees. Mr. Wischmeier is a
member and past president of the DeSoto Rotary Club, a member and past
vice-president of the DeSoto Park Board and a member of the DeSoto Industrial
Development Authority.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Association conduct their
business through meetings and committees of the Boards. During the fiscal
year ended March 31, 1996, the Board of Directors of the Company held one
meeting in connection with its initial organization and four subsequent
meetings and the Board of Directors of the Association held 13 meetings. No
director of the Company or the Association attended fewer than 75% of the
total meetings of the Boards and committees on which such Board member served
during this period.
The Board of Directors of the Company has an Audit Committee, consisting
of Directors Smith, Wischmeier and Schatzle, which is responsible for meeting
with the Company's outside auditor to discuss the results of the annual audit
and any related matters. The Board also receives and reviews the reports and
findings and other information presented to them by the Company's outside
auditor. The Audit Committee, including meetings of the Association's Audit
Committee prior to completion of the Conversion, met one time during the
fiscal year ended March 31, 1996.
The Compensation Committee, consisting of Directors Draper, Smith and
Wischmeier, is responsible for making recommendations to the full Board of
Directors on annual salary increases and bonuses. The Compensation Committee
met two times during the fiscal year ended March 31, 1996.
The Board of Directors of the Company acts as a nominating committee for
selecting the nominees for election as directors. The Board of Directors met
once in its capacity as the nominating committee during the year ended March
31, 1996.
The Association also has standing Loan, Investment, Proxy, and Asset and
Liability Committees.
DIRECTORS' COMPENSATION
Directors received a fee of $500 per month during the year ended March 31,
1996. All of the Directors of the Company are currently Directors of the
Association. No separate fees are paid for service on the Board of Directors
of the Company. All fees are paid by the Association.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following information is furnished for
the President of the Company for the year ended March 31, 1996. No other
executive officer of the Company or the Association received salary and bonus
in excess of $100,000 during the year ended March 31, 1996.
Annual Compensation(1)
Other Annual All Other
Name and Salary Bonus Compensation(3) Compensation
Position Year ($) ($) ($) ($)
- - - ---------------- ----- -------- -------- ------------- ------------
Bernard R. Westhoff 1996 $73,550(2) $10,000 -- 16,925(4)
Chief Executive 1995 68,963 9,000 -- --
Officer and
President
(1) Compensation information for the fiscal year ended March 31, 1994 has
been omitted as the Association was neither a public company nor a
subsidiary thereof at such time.
(2) Includes Board of Directors fees of $6,000.
(3) Excludes certain additional benefits that did not exceed the lesser
of $50,000 or 10% of salary and bonus.
(4) Represents contributions to the Association's ESOP on behalf of Mr.
Westhoff.
EMPLOYMENT AGREEMENTS. In connection with the Conversion, the
Company and the Association (collectively, the "Employers") entered into a
three-year employment agreement with Mr. Westhoff. Under the agreement, the
initial salary level for Mr. Westhoff is $70,000, which amount is paid by the
Association and may be increased at the discretion of the Board of Directors
of the Association or an authorized committee of the Board. On each
anniversary of the commencement date of the agreement, the term of the
agreement may be extended for an additional year. The agreement is terminable
by the Employers at any time or upon the occurrence of certain events
specified by federal regulations.
The employment agreement provides for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, Mr. Westhoff is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreements as having occurred when, among other things, (a) a
person other than the Company purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities, (c) the membership of the Board of Directors changes
as the result of a contested election, or (d) shareholders of the Company
approve a merger, consolidation, sale or disposition of all or substantially
all of the Company's assets, or a plan of partial or complete liquidation.
The severance payments from the Employers will equal 2.99 times Mr.
Westhoff's average annual compensation during the five-year period preceding
the change in control. Such amount will be paid in a lump sum within ten
business days following the termination of employment. Assuming that a change
in control had occurred at March 31, 1996, Mr. Westhoff would be entitled to a
severance payment of approximately $205,500. Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), states that severance payments
that equal or exceed three times the base compensation of the individual are
deemed to be "excess parachute payments" if they are contingent upon a change
in control. Individuals receiving excess parachute payments are subject to a
20% excise tax on the amount of such excess payments, and the Employers would
not be entitled to deduct the amount of such excess payments.
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The agreement restricts Mr. Westhoff's right to compete against the
Employers for a period of one year from the date of termination of the
agreement if Mr. Westhoff voluntarily terminates employment, except in the
event of a change in control.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who beneficially own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers,
directors and greater than 10% shareholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms it has
received and written representations provided to the Company by the above
referenced persons, the Company believes that during the fiscal year ended
March 31, 1996 its reporting officers, directors and greater than 10%
shareholders properly and timely complied with all applicable filing
requirements.
TRANSACTIONS WITH MANAGEMENT
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and must not involve more than the
normal risk of repayment or present other unfavorable features. The
Association is therefore prohibited from making any new loans or extensions of
credit to the Association's executive officers and directors at different
rates or terms than those offered to the general public and has adopted a
policy to this effect. In addition, loans made to a director or executive
officer in an amount that, when aggregated with the amount of all other loans
to such person and his or her related interests, are in excess of the greater
of $25,000 or 5% of the Association's capital and surplus (up to a maximum of
$500,000) must be approved in advance by a majority of the disinterested
members of the Board of Directors.
PROPOSAL II -- RATIFICATION OF 1996 STOCK OPTION PLAN
The Board of Directors of the Company adopted the 1996 Stock Option
Plan ("Option Plan") on May 16, 1996, subject to approval by the Company's
stockholders. The following description of the Option Plan is qualified in
its entirety by reference to the complete text of the Option Plan, which is
attached as Exhibit A.
ADMINISTRATION OF THE OPTION PLAN
The Option Plan is administered by a committee of the Board of
Directors (the "Committee"). The Committee consists of not less than two
members of the Board of Directors who are "disinterested" as defined by Rule
16b-3 under the Exchange Act. In addition to determining who will be granted
options, other than with respect to options granted to non-employee directors,
the Committee has the authority and discretion to determine when options will
be granted and the number of options to be granted. In making such
determination, the Committee will consider those officers and employees who
are expected to make significant contributions to the long-term success of the
Company and the Association. Non-employee directors are granted options under
a non-discretionary formula set forth in the Option Plan. With respect to
awards to officers and employees, the Committee also determines which options
are intended to qualify for special treatment under the Internal Revenue Code
("Incentive Stock Options") or to be issued as options which are not intended
to so qualify ("Non-Qualified Stock Options"). All options granted to
non-employee directors are Non-Qualified Stock Options.
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The Board may from time to time amend or terminate the Option Plan in
any respect, except that no such action may, without approval by a majority of
the Company's stockholders, (i) alter the persons eligible to participate in
the Option Plan, (ii) materially increase the benefits provided under the
Option Plan, (iii) increase the maximum number of shares of stock available
under the Option Plan or (iv) extend the period during which options may be
granted under the Option Plan beyond the expiration of ten years from the
effective date of the Option Plan. No amendment or termination may
retroactively impair the rights of any person with respect to an option.
SHARES SUBJECT TO THE OPTION PLAN
The Company has reserved an aggregate of 76,044 shares of the
Company's Common Stock for issuance pursuant to the exercise of stock options
which may be granted to officers, employees and directors.
In the event of a merger, consolidation, sale of all or substantially
all of the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution, to the extent permitted by the Company, an appropriate and
proportionate adjustment shall be made in (i) the maximum number of shares
available, (ii) the number and kind of shares subject to outstanding options,
if any, and (iii) the price for each share.
OPTION PRICE
The exercise price of Non-Qualified Stock Options and Incentive Stock
Options may not be less than 100% of the fair market value of the shares of
Common Stock of the Company on the date of grant. Any Incentive Stock Option
granted to a person owning more than 10% of the Company's outstanding Common
Stock must have an exercise price of at least 110% of fair market value on the
date of grant. The maximum aggregate fair market value (determined as of the
date of grant) of the shares to which Incentive Stock Options held by an
individual become exercisable for the first time during any calendar year may
not exceed $100,000.
TERMS OF OPTIONS
In general, the Committee has the discretion to fix the term of each
option granted to an officer or employee under the Option Plan, except that
the maximum term of each option is 10 years, subject to earlier termination as
provided in the Option Plan (five years in the case of Incentive Stock Options
granted to an employee who owns over 10% of the total combined voting power of
all classes of the Company's stock). All initial awards under the Option Plan
will become exercisable in equal installments over a five-year period
following the date of grant. However, unvested options will become
immediately exercisable in the event of the option holder's death or
disability, or upon a change in control (as defined in the Option Plan) of the
Company or the Association (to the extent authorized or not prohibited by
applicable law or regulations).
Except in limited circumstances, an option may not be transferred
other than by will or by laws of descent and distribution and, during the
lifetime of the option holder, may be exercised only by such holder. If any
option expires or terminates for any reason without having been exercised in
full, the unpurchased shares subject to such option will be available again
for purposes of the Option Plan.
The Option Plan will also provide that upon the payment of an
"extraordinary dividend" by the Company, each optionee will receive a cash
payment equivalent to the dividends that would have been payable to such
optionee had the options been exercised on or before the record date of such
dividend. For purposes of the Option Plan, an "extraordinary dividend" is a
dividend payable at a rate in excess of the Association's weighted average
cost of funds on interest-bearing liabilities for the 12-month period
preceding the record date of the dividend.
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FEDERAL INCOME TAX CONSEQUENCES OF NON-QUALIFIED OPTIONS
An option holder who is granted a Non-Qualified Stock Option under the
Option Plan will not realize any income for Federal income tax purposes on the
grant of an option. An option holder will realize ordinary income for Federal
income tax purposes on the exercise of an option, provided the shares are not
then subject to a substantial risk of forfeiture within the meaning of Section
83 of the Code ("Risk of Forfeiture"), in an amount equal to the excess, if
any, of the fair market value of the shares of Common Stock on the date of
exercise over the exercise price thereof. If the shares are subject to a Risk
of Forfeiture on the date of exercise, the option holder will realize ordinary
income for the year in which the shares cease to be subject to a Risk of
Forfeiture in an amount equal to the excess, if any, of the fair market value
of the shares at the date they cease to be subject to a Risk of Forfeiture
over the exercise price, unless the option holder shall have made a timely
election under Section 83 of the Code to include in his income for the year of
exercise an amount equal to the excess of the fair market value of the shares
of Common Stock on the date of exercise over the exercise price. The amount
realized for tax purposes by an option holder by reason of the exercise of a
Non-Qualified Stock Option granted under the Option Plan is subject to
withholding by the Company and the Company is entitled to a deduction in an
amount equal to the income so realized by an option holder, provided all
necessary withholding requirements under the Code are met.
Provided that the option holder satisfies certain holding period
requirements provided by the Code, an employee will realize long-term capital
gain or loss, as the case may be, if the shares issued upon exercise of a
Non-Qualified Stock Option are disposed of more than one year after (i) the
shares are transferred to the employee or (ii) if the shares were subject to a
Risk of Forfeiture on the date of exercise and a valid election under Section
83 of the Code shall not have been made, the date as of which the shares cease
to be subject to a Risk of Forfeiture. The amount recognized upon such
disposition will be the difference between the option holder's basis in such
shares and the amount realized upon such disposition. Generally, an option
holder's basis in the shares will be equal to the exercise price plus the
amount of income recognized upon exercise of the option.
FEDERAL INCOME TAX CONSEQUENCES OF INCENTIVE STOCK OPTIONS
An Incentive Stock Option holder who meets the eligibility
requirements of Section 422 of the Code will not realize income for Federal
income tax purposes, and the Company will not be entitled to a deduction, on
either the grant or the exercise of an Incentive Stock Option. If the
Incentive Stock Option holder does not dispose of the shares acquired within
two years after the date the Incentive Stock Option was granted to him or
within one year after the transfer of the shares to him, (i) any proceeds
realized on a sale of such shares in excess of the option price will be
treated as long-term capital gain and (ii) the Company will not be entitled to
any deduction for Federal income tax purposes with respect to such shares.
If an Incentive Stock Option holder disposes of shares during the
two-year or one-year periods referred to above (a "Disqualifying
Disposition"), the Incentive Stock Option holder will not be entitled to the
favorable tax treatment afforded to incentive stock options under the Code.
Instead, the Incentive Stock Option holder will realize ordinary income for
Federal income tax purposes in the year the Disqualifying Disposition is made,
in an amount equal to the excess, if any, of the fair market value of the
shares of Common Stock on the date of exercise over the exercise price.
An Incentive Stock Option holder generally will recognize long-term
capital gains or loss, as the case may be, if the Disqualifying Disposition is
made more than one year after the shares are transferred to the Incentive
Stock Option holder. The amount of any such gain or loss will be equal to the
difference between the amount realized on the Disqualifying Disposition and
the sum of (x) the exercise price and (y) the ordinary income realized by the
Incentive Stock Option holder as the result of the Disqualifying Disposition.
The Company will be allowed in the taxable year of a Disqualifying
Disposition a deduction in the same amount as the ordinary income recognized
by the Incentive Stock Option holder provided all necessary withholding
requirements are met.
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Notwithstanding the foregoing, if the Disqualifying Disposition is
made in a transaction with respect to which a loss (if sustained) would be
recognized to the Incentive Stock Option holder, then the amount of ordinary
income required to be recognized upon the Disqualifying Disposition will not
exceed the amount by which the amount realized from the disposition exceeds
the exercise price. Generally, a loss may be recognized if the transaction is
not a "wash" sale, a gift or a sale between certain persons or entities
classified under the Code as "related persons."
ALTERNATIVE MINIMUM TAX
For purposes of computing the alternative minimum tax with respect to
shares acquired pursuant to the exercise of Incentive Stock Options, the
difference between the fair market value of the shares on the date of exercise
over the exercise price will be an item of tax preference in the year of
exercise if the shares are not subject to a Risk of Forfeiture; if the shares
are subject to a Risk of Forfeiture, the amount of the tax preference taken
into account in the year the Risk of Forfeiture ceased will be the excess of
the fair market value of the shares at the date they cease to be subject to a
Risk of Forfeiture over the exercise price. The basis of the shares for
alternative minimum tax purposes, generally, will be an amount equal to the
exercise price, increased by the amount of the tax preference taken into
account in computing the alternative minimum taxable income.
NEW PLAN BENEFITS
The following table sets forth information regarding the number of
options anticipated to be granted under the Option Plan as of the date the
Option Plan is approved by stockholders. It is intended that each option
award specified below will be granted at 100% of the fair market value of the
Company's Common Stock on the date of grant and that each award will become
exercisable in equal installments over a five-year period.
Anticipated Stock
Name Position Option Grant
- - - -------------------- ---------- -----------------
Bernard R. Westhoff President and Chief
Executive Officer 15,209
All other current executive officers
as a group (two persons) ---- 13,688
Each non-employee director
(six persons) ---- 3,802
All non-executive officers/employees
as a group (11 persons) ---- 9,125
ADOPTION OF THE OPTION PLAN
Subject to approval by the Company's stockholders, the Board of
Directors adopted the Option Plan to encourage stock ownership by employees
and directors of the Company and its subsidiaries by issuing options to
purchase shares of the Company's Common Stock, thereby enabling such
directors, officers and employees to acquire or increase their proprietary
interest in the Company and encouraging them to remain in the employ or remain
directors of the Company and its subsidiaries. The Board of Directors has
determined that the Option Plan is desirable, cost effective and produces
incentives that will benefit the Company and its stockholders. The foregoing
Option Plan must be approved by a majority of the outstanding shares of Common
Stock of the Company. The Board of Directors recommends a vote "FOR" the
adoption of the 1996 Stock Option Plan attached as Exhibit A.
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PROPOSAL III -- RATIFICATION OF THE MANAGEMENT
RECOGNITION AND DEVELOPMENT PLAN
The Board of Directors of the Company adopted a Management
Recognition and Development Plan ("MRDP") on May 16, 1996 for the benefit of
officers and non-employee directors of the Company to be effective upon
approval by the stockholders of the Company. The following description of the
MRDP is qualified in its entirety by reference to the complete text of the
MRDP which is attached as Exhibit B.
The objective of the MRDP is to attract and retain officers,
employees and directors of experience and ability by providing them with a
proprietary interest in the Company as compensation for their contributions to
the Company and its affiliates and as an incentive to make such contributions
in the future. Those eligible to receive benefits under the MRDP will include
certain officers and employees as determined by members of a committee
("Committee") appointed by the Board of Directors of the Company. Non-
employee directors may receive an MRDP award only in accordance with a
non-discretionary formula set forth in the MRDP.
MRDP awards are made in the form of restricted stock that is subject
to restrictions on transfer of ownership. MRDP awards vest over a five-year
period in equal installments beginning on the first anniversary of the
effective date of the MRDP. If the employee or non-employee director
terminates service for reasons other than death or disability, the employee or
director forfeits all rights to the allocated shares under restriction. If
the employee's or director's termination is caused by death or disability, all
restrictions expire and all shares allocated become unrestricted. MRDP awards
will also become fully vested upon a change in control (as defined in the
MRDP) of the Company or the Association (to the extent authorized or not
prohibited by applicable law or regulations). Compensation expense in the
amount of the fair market value of the Common Stock at the date of the grant
to the officer or director will be recognized during the years in which the
shares vest. An eligible officer or director will not be entitled to voting
and other stockholder rights with respect to the shares while restricted.
Furthermore, the shares, while restricted, may not be sold, pledged or
otherwise disposed of and dividends paid during the period of restriction will
be held in escrow.
A recipient of an award who receives a grant of restricted stock who
does not elect to be taxed at the time of grant will not recognize income upon
an award of shares of Common Stock, and the Company will not be entitled to a
deduction until the termination of the restrictions. Upon such termination,
the recipient will recognize ordinary income in an amount equal to the fair
market value of the Common Stock at the time (less any amount paid by the
recipient for such shares) and the Company will be entitled to a deduction in
the same amount after satisfying federal income tax withholding requirements.
However, the recipient may elect to recognize ordinary income in the year the
restricted stock is granted in an amount equal to the fair market value of the
shares at that time, determined without regard to the restrictions. In that
even, the Company will be entitled to a deduction in such year and in the same
amount. Any gain or loss recognized by the recipient upon subsequent
disposition of the stock will be capital in nature.
The MRDP may utilize authorized but unissued shares of Common Stock
from the Company in fulfillment of awards. Any such use of shares by the MRDP
could dilute the holdings of the Company's stockholders. The MRDP also may
purchase Common Stock in the open market through a trust established in
connection with the MRDP and funded with contributions from the Company. No
more than 30,417 shares may be issued under the MRDP, subject to adjustment in
the event of a stock dividend, stock split, or similar event. The Board of
Directors can terminate the MRDP at any time, and if it does so, any shares
not allocated will revert to the Company.
NEW PLAN BENEFITS
The following table sets forth information regarding the number of
restricted shares anticipated to be granted under the MRDP as of the date the
MRDP is approved by stockholders. It is intended that each award specified
below will vest in equal installments over a five-year period.
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Anticipated Restricted
Name Position Stock Grant
- - - -------------------- ---------- -----------------
Bernard R. Westhoff President and Chief
Executive Officer 7,604
All other current executive
officers as a group (two persons) ---- 7,604
Each non-employee director
(six persons) ---- 1,521
All non-executive officers/employees
as a group (11 persons) ---- 6,083
The Board of Directors has determined that the MRDP is desirable and
will produce incentives for management and directors that will benefit the
Company and its stockholders. The MRDP must be approved by a majority of the
outstanding shares of Common Stock of the Company. The Board of Directors
recommends a vote "FOR" the adoption of the MRDP attached as Exhibit B.
PROPOSAL IV -- RATIFICATION OF APPOINTMENT OF AUDITORS
Michael Trokey & Company, P.C., served as the Company's independent
public accountants for the 1996 fiscal year. The Board of Directors has
appointed Michael Trokey & Company, P.C. to be its auditors for the 1997
fiscal year, subject to the ratification by stockholders.
A representative of Michael Trokey & Company is expected to be present
at the Meeting to respond to appropriate questions from stockholders and will
have the opportunity to make a statement should he or she desire to do so.
If the ratification of the appointment of the auditors is not approved
by a majority of the votes cast by stockholders at the Annual Meeting, other
independent public accountants will be considered by the Board of Directors.
The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of auditors.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business to
come before the Annual Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should properly come
before the Annual Meeting, it is intended that proxies in the accompanying
form will be voted in respect thereof in accordance with the judgment of the
person or persons voting the proxies.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Common Stock. In addition to
solicitations by mail, directors, officers and
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regular employees of the Company may solicit proxies personally or by
telecopier or telephone without additional compensation. The Company has
retained Regan & Associates, Inc. to assist in soliciting proxies of
stockholders whose shares are held in street name by brokers, banks and other
institutions at a cost of $2,500 plus expenses up to $1,250.
The Company's Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on May 28, 1996. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Company.
The Annual Report is not to be treated as part of the proxy solicitation
material or as having been incorporated herein by reference.
A copy of the Company's Form 10-KSB for the fiscal year ended March
31, 1996, as filed with the Securities and Exchange Commission, will be
furnished without charge to stockholders as of the record date upon written
request to Lee Ellen Hogan, Corporate Secretary, Joachim Bancorp, Inc., Plaza
Square, DeSoto, Missouri 63020.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's
annual meeting to be held in 1997 must be received by the Company no later
than March 19, 1997 to be considered for inclusion in the proxy materials and
form of proxy relating to such meeting. Any such proposals shall be subject
to the requirements of the proxy rules adopted under the Exchange Act.
In addition, the Company's Bylaws provide that in order for business
to be brought before a meeting of stockholders, a stockholder must deliver
written notice to the Secretary not less than thirty nor more than
sixty days prior to the date of the meeting; provided, however, that if less
than forty days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, such written notice must be delivered to the
Secretary of the Company not later than the close of the tenth day following
the day on which notice of the meeting was mailed to stockholders or such
public disclosure was made. The notice must state the stockholder's name,
address and number of shares of Common Stock held, and briefly describe the
business to be brought before the meeting, the reasons for conducting such
business at the meeting and any interest of the stockholder in the proposal.
The Company's Bylaws provide that if a stockholder intends to nominate a
candidate for election as a director, the stockholder must deliver written
notice of his or her intention to the Secretary of the Company not less than
thirty days nor more than sixty days prior to the date of a meeting of
stockholders; provided, however, that if less than forty days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
such written notice must be delivered to the Secretary of the Company not
later than the close of the tenth day following the day on which notice of the
meeting was mailed to stockholders or such public disclosure was made. The
notice must set forth all information as would be required to be included in a
proxy statement soliciting proxies for the election of the proposed nominee
under the Exchange Act, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director, if elected, and, as to the stockholder giving such notice, his or
her name and address as they appear on the Company's books, and the class and
number of shares of the Company which are beneficially owned by such
stockholder.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lee Ellen Hogan
--------------------
LEE ELLEN HOGAN
SECRETARY
DeSoto, Missouri
June 12, 1996
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Exhibit A
JOACHIM BANCORP, INC.
1996 STOCK OPTION PLAN
SECTION 1. PURPOSE. The purposes of the Joachim Bancorp, Inc. 1996 Stock
Option Plan are to promote the interests of the Company, its affiliates, and
its stockholders by (i) attracting and retaining exceptional executive
personnel and other key employees and directors of the Company and its
affiliates; (ii) motivating such employees and Eligible Directors by means of
performance-related incentives to achieve longer-range performance goals; and
(iii) enabling such employees and Eligible Directors to participate in the
long-term growth and financial success of the Company.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall
have the meanings set forth below:
"Affiliate" shall mean the Association or any present or future
corporation that would be a "parent" or "subsidiary" corporation as defined in
Sections 424(f) and (g), respectively, of the Code.
"Association" shall mean Joachim Federal Savings and Loan Association, De
Soto, Missouri, together with any successor thereto.
"Award" shall mean any grant of Options or Director Options.
"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant or Eligible Director.
"Board" shall mean the Board of Directors of the Company.
"Change in Control" shall mean an event deemed to occur if and when (a)
an offeror other than the Company purchases shares of the common stock of the
Company or the Association pursuant to a tender or exchange offer for such
shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly,
of securities of the Company or the Association representing twenty-five
percent (25%) or more of the combined voting power of the Company's or the
Association's then outstanding securities, (c) the membership of the board of
directors of the Company or the Association changes as the result of a
contested election, such that individuals who were directors at the beginning
of any twenty-four month period (whether commencing before or after the date
of adoption of this Plan) do not constitute a majority of the Board at the end
of such period, or (d) shareholders of the Company or the Association approve
a merger, consolidation, sale or disposition of all or substantially all of
the Company's or the Association's assets, or a plan of partial or complete
liquidation. If any of the events enumerated in clauses (a) - (d) occur, the
Board shall determine the effective date of the change in control resulting
therefrom, for purposes of the Plan.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean a committee of the Board designated by the Board
to administer the Plan and composed of not less than the minimum number of
persons from time to time required by Rule 16b-3, each of whom, to the extent
necessary to comply with Rule 16b-3 only, is a "disinterested person" within
the meaning of Rule 16b-3.
"Company" shall mean Joachim Bancorp, Inc., a Missouri corporation,
together with any successor thereto.
"Director Option" shall mean a Non-Qualified Stock Option granted to each
Eligible Director pursuant to Section 6(e) without any action by the Board or
the Committee.
"Effective Date" shall mean the date of shareholder approval of the Plan.
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"Eligible Director" shall mean, on any date, a person who is serving as a
member of the Board but shall not include a person who is an Employee.
"Employee" shall mean an employee of the Company or any Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" shall be determined as follows:
(a) If the Shares are traded or quoted on the Nasdaq stock market at the
time of grant of the Award, then the Fair Market Value shall be the
average of the highest and lowest selling price on such exchange on
the date such Award is granted or, if there were no sales on such
date, then on the next prior business day on which there was a sale.
(b) If the Shares are not traded or quoted on the Nasdaq stock market,
then the Fair Market Value shall be a value determined by the
Committee in good faith on such basis as it deems appropriate.
"Incentive Stock Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is intended to
meet the requirements of Section 422 of the Code or any successor provision
thereto.
"Initial Award" shall means any grant of Options made prior to the date
of the second annual meeting of stockholders of the Company.
"Non-Qualified Stock Option" shall mean a right to purchase Shares from
the Company that is granted under Section 6 of the Plan and that is not
intended to be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option but shall not include a Director Option.
"Participant" shall mean any Employee selected by the Committee to
receive an Award of Options under the Plan or any Eligible Director who
receives an Award of Director Options.
"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.
"Plan" shall mean the Joachim Bancorp, Inc. 1996 Stock Option Plan.
"Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation thereto as in
effect from time to time.
"SEC" shall mean the Securities and Exchange Commission or any successor
thereto and shall include the staff thereof.
"Shares" shall mean common shares of the Company, or such other
securities of the Company as may be designated by the Committee from time to
time.
"Ten Percent Stockholder" shall mean any stockholder who, at the time an
Incentive Stock Option is granted to such stockholder, owns (within the
meaning of Section 424(d) of the Code) more than ten percent (10%) of the
voting power of all classes of stock of the Company.
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"Termination for Cause" shall mean termination because of a Participant's
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Company or the Association and a Participant.
SECTION 3. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to an eligible Employee;
(iii) determine the number of Shares to be covered by, or with respect to
which payments, rights, or other matters are to be calculated in connection
with, Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited, or suspended; (vi) determine whether, to
what extent, and under what circumstances cash, Shares, other securities,
other Awards, other property, and other amounts payable with respect to an
Award shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the
Plan; and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Except as provided in Section 4(a), neither the Committee nor the Board shall
have any discretion regarding whether an Eligible Director shall receive a
Director Option pursuant to Section 6(e) or regarding the terms of any
Director Option, including without limitation, the number of Shares subject to
such Director Option, the timing of the grant or the exercisability of such
Director Option, or the exercise price per Share of such Director Option.
(b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, and Participant, any holder or beneficiary of
any Award, any shareholder and any Employee.
SECTION 4. SHARES AVAILABLE FOR AWARDS.
(a) Shares Available. Subject to adjustment as provided in Section
4(b), the number of Shares with respect to which Options and Director Options
may be granted under the Plan shall be 76,044. If, after the effective date
of the Plan, any Shares covered by an Option or Director Option granted under
the Plan, or to which such an Option or Director Option relates, are
forfeited, or if an Option or Director Option otherwise terminates or is
canceled without the delivery of Shares, then the Shares covered by such
Option or Director Option, or to which such Option or Director Option relates,
or the number of Shares otherwise counted against the aggregate number of
Shares with respect to which Options and Director Options may be granted, to
the extent of any such settlement, forfeiture, termination or cancellation,
shall again be, or shall become, Shares with respect to which Options and
Director Options may be granted, to the extent permissible under Rule 16b-3.
In the event that any Option or Director Option is exercised through the
delivery of Shares, the number of Shares available for Awards under the plan
shall be increased by the number of Shares surrendered, to the extent
permissible under Rule 16b-3.
(b) Adjustments. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment is
necessary in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall proportionately adjust any or all (as necessary) of (i) the
number of Shares or other securities of the Company
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(or number and kind of other securities or property) with respect to which
Awards may be granted, including an Award pursuant to Section 6(e), (ii) the
number of Shares or other securities of the Company (or number and kind of
other securities or property) subject to outstanding Awards, and (iii) the
grant or exercise price with respect to any Award; provided, in each case,
that with respect to Awards of Incentive Stock Option no such adjustment shall
be authorized to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code, as from time to time amended.
(c) Sources of Shares. Any Shares delivered pursuant to an Option or
Director Option may consist, in whole or in part, of authorized and unissued
Shares or of treasury Shares.
SECTION 5. ELIGIBILITY. An Employee, including any officer or
employee-director of the Company, who is not a member of the Committee shall
be eligible to be designated a Participant. Each Eligible Director shall
receive nondiscretionary Director Options in accordance with, and only in
accordance with, Section 6(e) hereof.
SECTION 6. OPTIONS AND DIRECTOR OPTIONS.
(a) Grant. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Employees to whom Options
shall be granted, the number of Shares to be covered by each Option, the
option price therefor and the conditions and limitations applicable to the
exercise of the option. The Committee shall have the authority to grant
Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant
both types of options. In such case of Incentive Stock Options, the terms and
conditions of such grants shall be subject to and comply with such rules as
may be prescribed by Section 422 of the Code, as from time to time amended,
and any regulations implementing such statute, including without limitation,
the requirements of Code Section 422(d), which limits the aggregate fair
market value of Shares of which Incentive Stock Options are exercisable for
the first time to one hundred thousand dollars ($100,000) per calendar year.
Each provision of the Plan and of each written option agreement relating to an
Option designated an Incentive Stock Option shall be construed so that such
Option qualifies as an Incentive Stock Option, and any provision that cannot
be so construed shall be disregarded.
(b) Exercise Price. The Committee shall establish the exercise price at
the time each Option is granted, which price shall not be less than one
hundred percent (100%) of the per Share Fair Market Value on the date of
grant. Notwithstanding any provision contained herein, in the case of an
Incentive Stock Option, the exercise price at the time such Incentive Stock
Option is granted to any Employee who, at the time of such grant, is a Ten
Percent Stockholder, shall not be less than one hundred ten percent (110%) of
the per Share Fair Market Value on the date of grant.
(c) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter; provided,
however, that in the case of an Incentive Stock Option, a Participant may not
exercise such Option as an Incentive Stock Option after the earlier of (i) the
date which is ten (10) years (five (5) years in the case of a Participant who
is a Ten Percent Stockholder) after the date on which such Incentive Stock
Option is granted, or (ii) the date which is three (3) months (twelve (12)
months in the case of a Participant who becomes disabled, as defined in
Section 22(e)(3) of the Code, or who dies) after the date on which he ceases
to be an employee of the Company or an Affiliate; and provided, further, that
no Initial Award of Options under the Plan shall vest more rapidly than
ratably over a five-year whereby twenty percent (20%) of the Award shall vest
on each of the first through the fifth anniversaries of the date of grant. In
the event of an Employee's Termination for Cause, his Options shall be
canceled on the date he ceases to be an Employee. The Committee may impose
such conditions with respect to the exercise of Options, including without
limitation, any relating to the application of federal or state securities
laws, as it may deem necessary or advisable. Except with respect to the
vesting of an Initial Award, the Committee shall have the right to accelerate
the exercisability of any Option or outstanding Options in its discretion;
provided, however, that an Initial Award shall be immediately vested upon a
Participant's death or disability.
(d) Payment. No Shares shall be delivered pursuant to any exercise of
an Option or Director Option until payment in full of the option price
therefor is received by the Company. Such payment may be made in cash
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or its equivalent, or, if and to the extent permitted by the Committee, by
exchanging Shares owned by the optionee (which are not the subject of any
pledge or other security interest), or by a combination of the foregoing,
provided that the combined value of all cash and cash equivalents and the Fair
Market Value of any such Shares so tendered to the Company as of the date of
such tender is at least equal to such option price.
(e) Director Options. Each Eligible Director shall receive on the
Effective Date a grant of Director Options to purchase 3,802 Shares, all at an
exercise price per Share equal to the Fair Market Value on the date of grant.
To the extent Shares remain available under the Plan, each Eligible Director
who first becomes a member of the Board after the Effective Date shall
receive, on the date that the Eligible Director is first elected to the Board,
a grant of Director Options to purchase 2,500 shares at an exercise price per
Share equal to the Fair Market Value on the date of grant; provided, however,
that it, on any date on which Director Options are to be granted to a new
Eligible Director(s), the number of Shares remaining available under the Plan
is insufficient for the grant of Director Options to purchase 2,500 Shares,
then Director Options to purchase a proportionate number of such Shares
(rounded to the greatest number of whole Shares) shall be granted to such new
Eligible Director(s). Each Award of Director Options shall vest ratably over
a five (5) year period whereby twenty percent (20%) of the Award shall vest on
each of the first through the fifth anniversaries of the date of grant;
provided, however, that the Award shall be one hundred percent (100%) vested
in the event of the Eligible Director's death or disability. A Director
Option shall be exercisable until the earlier to occur of the following two
(2) dates (i) the tenth anniversary of the date of grant of such Director
Option or (ii) one (1) year (two (2) years in the case of an Eligible Director
who becomes disabled, as defined in Section 22(e)(3) of the Code, or who
dies) after the date the Eligible Director ceases to be a member of the Board,
except that if the Eligible Director ceases to be a member of the Board upon
Termination for Cause, his Director Option shall be canceled on the date he
ceases to be a member of the Board. An Eligible Director may pay the exercise
price of a Director Option in the manner described in Section 6(d).
(f) Effect of a Change in Control. In the event of a Change in Control,
all then outstanding Options and Director Options, shall (to the extent
authorized or not prohibited by applicable law or regulations) become one
hundred percent (100%) vested and exercisable as of the effective date of the
Change in Control. If, in connection with or as a consequence of a Change in
Control, the Company or the Association is merged into or consolidated with
another corporation, or if the Company or the Association sells or otherwise
disposes of substantially all of its assets to another corporation, then
unless provisions are made in connection with such transaction for the
continuance of the Plan and/or the assumption or substitution of then
outstanding Options and Director Options with new options covering the stock
of the successor corporation, or parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, such
Options or Director Options shall be canceled as of the effective date of
the merger, consolidation, or sale and the Participant or Eligible Director
shall be paid in cash an amount equal to the difference between the Fair
Market Value of the Shares subject to the Options or Director Options as of
the effective date of the such corporate event and the exercise price of the
Options or Director Options, as appropriate.
(g) Dividend Equivalent Right. Unless otherwise determined by the
Committee, each Award Agreement shall provide that, upon the payment of an
"extraordinary dividend" by the Company, each Participant shall receive a cash
payment from the Company equivalent to one hundred (100) percent of the
dividends that would have been payable to such Participant had the
Participant's Options or Director Options been exercised on or before the
record date of such dividend. For purposes of this Section 6(g),
"extraordinary dividend" shall mean a dividend payable at a rate in excess of
the Association's weighted average cost of funds on interest bearing
liabilities for the twelve (12) month period preceding the record date of the
dividend.
SECTION 7. AMENDMENT AND TERMINATION.
(a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time;
provided that no such amendment, alteration, suspension, discontinuation or
termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement, including for
these purposes any approval requirement which is a prerequisite for exemptive
relief from Section 16(b) of the Exchange Act for which or with which the
Board deems it necessary or desirable to qualify or comply; and, provided
further that no amendment may be made to Section 6(e) or any other provision
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of the Plan relating to Director Options within six months of the last date on
which any such provision was amended, other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder. Notwithstanding anything to the contrary herein, the Committee
may amend the Plan, subject to any stockholder approval required under Rule
16b-3, in such manner as may be necessary so as to have the Plan conform with
local rules and regulations in any jurisdiction outside the United States.
(b) Amendments to Awards. Except as provided under Section 3, the
Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would impair the rights of any Participant or any holder or beneficiary
of any Award theretofore granted shall not to that extent be effective without
the consent of the affected Participant, holder or beneficiary.
(c) Cancellation. Any provision of this Plan or any Award Agreement to
the contrary notwithstanding, the Committee may cause any Award of Options
granted hereunder to be canceled in consideration of the granting to the
holder of an alternative Award of Options having a Fair Market Value equal to
the Fair Market Value of such canceled Award.
SECTION 8. GENERAL PROVISIONS.
(a) Nontransferability.
(i) Each Award, and each right under any Award, shall be
exercisable only by the Participant's lifetime, or, if permissible under
applicable law, by the Participant's guardian or legal representative or a
transferee receiving such Award pursuant to a domestic relations order, as
determined by the Committee.
(ii) No Award may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant otherwise than by will or
by the laws of descent and distribution or pursuant to a domestic relations
order, and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company; provided that the designation of a beneficiary shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(iii) The restrictions set forth in clause (ii) of this Section
8(a) shall not apply to any Non-Qualified Stock Option after the Board has
determined that such restrictions are not then required for grants under the
Plan to satisfy the requirements for exemption provided by Rule 16b-3 under
the Exchange Act (in the form then applicable to the Company) or for members
of the Committee to qualify as "disinterested persons" for purposes of such
Rule; provided, however, that (A) any transfer of a Non-Qualified Stock Option
is to be made for no consideration to any of the following permissible
transferees (1) any member of the Immediate Family of the Participant to which
such Non-Qualified Stock Option was granted, (2) any trust solely for the
benefit of the Participant's Immediate Family, or (3) any partnership whose
only partners are members of the Participant's Immediate Family and (B) the
transferee shall remain subject to all of the terms and conditions applicable
to such Non-Qualified Stock Option prior to such transfer. For purposes of
this clause (iii), "Immediate Family" shall mean, with respect to a particular
Participant, such Participant's spouse, children and grandchildren.
(b) No Rights to Awards. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or
beneficiaries of Awards. The terms and conditions of Awards need not be the
same with respect to each recipient.
(c) Share Certificates. All Shares or other securities of the Company
delivered under the Plan pursuant to any Award or the exercise thereof shall
be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the SEC, any stock exchange or national securities
association upon which such Shares or other securities are then listed, and
any
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applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any certificates representing such Shares or other
securities to make appropriate reference to such restrictions.
(d) Delegation. Subject to the terms of the Plan and applicable law,
the Committee may delegate to one or more officers or managers of the Company,
or to a committee of such officers or managers, the authority, subject to such
terms and limitations as the Committee shall determine, to grant Awards to, or
to cancel, modify or waive rights with respect to, or to alter, discontinue,
suspend, or terminate Awards held by, Employees who are not officers or
directors of the Company for purposed of Section 16 of the Exchange Act, or
any successor section thereto, or who are otherwise not subject to such
Section.
(e) Withholding. A Participant may be required to pay to the Company
and the Company shall have the right and is hereby authorized to withhold from
any Award, from any payment due or transfer made under any Award or from any
compensation or other amount owing to a Participant the amount of any
applicable withholding taxes in respect of an Award, its exercise, or any
payment or transfer under an Award and take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. With respect to Participants who are not subject to
Section 16 of the Exchange Act, the withholding may be in the form of cash,
Shares, or other property as the Committee may allow. With respect to
Participants who are subject to Section 16 of the Exchange Act, the
withholding shall be in cash or in any other property permitted by Rule 16b-3
as the Committee may allow.
(f) Award Agreements. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto.
(g) No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of options, restricted stock, Shares and other types of
Awards provided for hereunder (subject to shareholder approval if such
approval is required), and such arrangements may be either generally
applicable or applicable only in specific cases.
(h) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of
the Company or an Affiliate. Further, the Company may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provide in the Plan or in any Award
Agreement.
(i) No Rights as Stockholder. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares.
(j) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Missouri,
without giving effect to the choice of law principles thereof.
(k) Severability. If any provisions of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to the applicable laws, or if it
cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person or Award and the
remainder of the Plan and any such Award shall remain in full force and
effect.
(l) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole
discretion, it determines that the issuance or transfer of such Shares or such
other consideration might violate any applicable law or regulation or entitle
the Company to recovery under Section
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16(b) of the Exchange Act, and any payment tendered to the Company by a
Participant, other holder or beneficiary in connection with the exercise of
such Award shall be promptly refunded to the relevant Participant, holder or
beneficiary. Without limiting the generality of the foregoing, no Award
granted hereunder shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the
Committee in its sole discretion has determined that any such offer, if made,
would be in compliance with all applicable requirements of the U.S. federal
securities laws.
(m) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments
from the Company pursuant to an Award, such rights shall be no greater than
the right of any unsecured general creditor of the Company.
(n) Rule 16b-3 Compliance. With respect to persons subject to Section
16 of the Exchange Act, transactions under this Plan are intended to comply
with all applicable terms and conditions of Rule 16b-3 and any successor
provisions. To the extent that any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
(o) Headings. Heading are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
(p) No Impact on Benefits. Unless specifically provided under any other
benefit plan of the Company or its Affiliates, Awards shall not be treated as
compensation for purposes of calculating an Employee's or Eligible Director's
rights under such benefit plans.
(q) 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 and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in
satisfaction of any judgement in any such action, suit, or proceeding against
him, 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
bylaws, by contract, as a matter of law, or otherwise.
SECTION 9. TERM OF THE PLAN.
(a) Effective Date. The Plan shall become effective only upon approval
by a majority of the Company's stockholders at an annual or special meeting of
stockholders of the Company held not less than six (6) months after the date
of closing of the Association's mutual-to-stock conversion nor more than
twelve (12) months after the date of adoption of the Plan by the Board.
(b) Expiration Date. The Plan shall terminate on and no Award shall be
granted under the Plan after the tenth anniversary of the Effective Date.
Unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted hereunder may, and the authority of the Board
or the Committee to amend, alter, adjust, suspend, discontinue, or terminate
any such Award or to waive any conditions or rights under any such Award
shall, continue after the tenth anniversary of the effective date of the
Conversion.
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Exhibit B
JOACHIM BANCORP, INC.
1996 MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to increase the proprietary and vested
interest of the key Employees of the Company and its Affiliates and Eligible
Directors in the growth, development and financial success of the Company by
granting them awards of Restricted Shares.
Whenever the following terms are used in the Plan, they shall have the
meaning specified below unless the context clearly indicated to the contrary.
"Affiliate" shall mean the Association and any other "subsidiary" of the
Company as defined in Section 424(f) of the Code.
"Association" shall mean Joachim Federal Savings and Loan Association, De
Soto, Missouri, or any successor thereto.
"Award" shall mean an award of Restricted Shares under the Plan.
"Board" shall mean the Board of Directors of the Company.
"Change in Control" shall mean an event deemed to occur if and when (a)
an offeror other than the Company purchases shares of the common stock of the
Company or the Association pursuant to a tender or exchange offer for such
shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly,
of securities of the Company or the Association representing twenty-five
percent (25%) or more of the combined voting power of the Company's or the
Association's then outstanding securities, (c) the membership of the board of
directors of the Company or the Association changes as the result of a
contested election, such that individuals who were directors at the beginning
of any twenty-four (24) month period (whether commencing before or after the
date of adoption of this Plan) do not constitute a majority of the Board
at the end of such period, or (d) shareholders of the Company or the
Association approve a merger, consolidation, sale or disposition of all or
substantially all of the Company's or the Association's assets or a plan of
partial or complete liquidation. If any of the events enumerated in clauses
(a) - (d) occur, the Board shall determine the effective date of the change in
control resulting therefrom.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the committee of the Board designated by the Board
to administer the Plan and composed of not less than the minimum number of
persons from time to time required by Rule 16b-3, each of whom, to the extent
necessary to comply with Rule 16b-3 only, is a "disinterested person" within
the meaning of Rule 16b-3.
"Company" shall mean Joachim Bancorp, Inc., a Missouri corporation.
"Designated Beneficiary" shall have the meaning set forth in Section 2.2
hereof.
"Disability" shall have the meaning set forth in Section 22(e)(3) of the
Code. For purposes of the Plan, all determinations as to whether a
Participant has become disabled shall be made by a majority of the Board (or,
in the case of an Eligible Director, a majority of the remaining members of
the Board) upon the basis of such evidence as its deems necessary or
desirable, and shall be final and binding on all interested persons.
"Effective Date" shall have the meaning set forth in Section 5.1 hereof.
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"Eligible Director" shall mean a director of the Company who is not also
an Employee.
"Employee" shall mean any person who is currently employed by the
Company or an Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Participant" shall mean an Eligible Director or Employee to whom an
award of Restricted Shares is granted pursuant to the Plan.
"Plan" shall mean this Joachim Bancorp, Inc. 1996 Management Recognition
and Development Plan, as hereinafter amended from time to time.
"Restricted Shares" shall mean Shares which are awarded to an Eligible
Director or Employee that are subject to the transfer and forfeitability
restrictions described in Section 4.2.
"Share" shall mean a share of the Company's common stock, par value $0.01
per share.
2. ADMINISTRATION.
2.1 Administration
The Plan shall be administered by the Committee, which shall have the
power to interpret the Plan and to adopt such rules for the administration,
interpretation and application of the Plan and Awards thereunder as are
consistent with its terms and provisions and to interpret, amend or revoke any
such rules; provided, however, that except as provided in paragraph 3.2
hereof, with respect to an Award to an Eligible Director, the Committee shall
have no discretion with respect to the selection of directors to receive
Restricted Shares under the Plan, the number of Restricted Shares to be
awarded, the consideration to be paid in respect of Restricted Shares, the
timing of such awards, or the restrictions imposed thereon. All actions taken
and all interpretations and determinations made by the Committee shall be
binding upon all persons, including the Company, stockholders, directors,
Participants and Designated Beneficiaries. The Secretary of the Company shall
be authorized to implement the Plan in accordance with its terms, and to take
such actions of a ministerial nature as shall be necessary to effectuate the
intent and purposes thereof. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the awards hereunder, and all members of the Board
shall be fully protected by the Company in respect to any such action,
determination or interpretation.
2.2 Designated Beneficiaries
If a Participant dies prior to receiving any payment due under the Plan,
such payment shall be made to his Designated Beneficiary. A Participant's
Designated Beneficiary shall be the beneficiary specifically designated by a
Participant in writing to receive amounts due the Participant in the event of
the Participant's death. In the absence of an effective designation by the
Participant, Designated Beneficiary shall mean the Participant's surviving
spouse or, if none, his estate.
3. SHARES SUBJECT TO THE PLAN.
3.1 Shares Subject to the Plan
The maximum number of Shares that may be the subject of Awards under this
Plan shall be 30,417. The Company shall reserve such number of Shares for the
purposes of the Plan out of its authorized but unissued Shares or out of
Shares held in the Company's treasury, or partly out of each. In the event
that a trust is established in connection with the Plan pursuant to Section
5.4, the Company may authorize the trustees of the trust to purchase Shares in
the open market with funds contributed by the Company or the Association and
such shares shall be included in the number of shares that may be the subject
of Awards. In the event that Restricted Shares are forfeited for any reason,
such Shares shall thereafter again be available for award pursuant to the
Plan.
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3.2 Changes in the Company's Shares
In the event that the Committee shall determine that any
recapitalization, reorganization, merger, consolidation, stock split,
spin-off, combination, or exchange of Shares, or other similar corporate event
affects the Shares such that an adjustment is required in order to preserve
the benefits or potential benefits intended under this Plan, the Committee
shall, in such manner as it may deem equitable, adjust any or all of the
number and kind of Shares which thereafter may be awarded under the Plan, or
the number and kind of Shares subject to outstanding awards; provided,
however, that the number of Shares subject to any award shall always be a
whole number.
4. RESTRICTED SHARES.
4.1 Eligibility; Awards Under the Plan
(a) Employees. Employees (including officers and employee directors of
the Association) shall be eligible to participate in the Plan upon designation
by the Committee. To the extent that Shares are available for grant under the
Plan, the Committee may determine which of the Employees shall be granted an
Award and the number of Restricted Shares covered by each Award. In selecting
those Employees to whom Awards will be granted and the number of Shares
covered by such Awards, the Committee shall consider the position and
responsibilities of the eligible Employees, the length and value of their
services to the Company and its Affiliates, the compensation paid to the
Employees and any other factors the Committee may deem relevant, and the
Committee may request the written recommendation of the chief executive
officer and other senior executive officers of the Company and its Affiliates.
(b) Eligible Directors. Eligible Directors shall be eligible to receive
Awards only as provided in this Section 4.1(b). Upon the Effective Date, each
Eligible Director shall receive an Award of 1,521 Restricted Shares. To the
extent Shares remain available under the Plan, each Eligible Director who
first becomes a member of the Board after the Effective Date shall receive, on
the date that the Eligible Director is first elected to the Board, a grant of
500 Restricted Shares; provided, however, that if, on any date on which an
Award is to be granted to a new Eligible Director(s), the number of Shares
remaining available under the Plan is insufficient for the grant of 500
Restricted Shares, then a proportionate number of Restricted Shares (rounded
to the greatest number of whole Shares) shall be granted to such new Eligible
Director(s).
(c) Fractions of Shares. Whenever under the terms of the Plan a
fractional share would be required to be issued, the fractional share shall be
rounded up to the next full share.
4.2 Terms of Awards
The Restricted Shares awarded hereunder shall be awarded only pursuant to
a written agreement, which shall be executed by the Participant and a duly
authorized officer of the Company and which shall contain the following terms
and conditions:
(a) Acceptance of Award. An award of Restricted Shares must be accepted
by the Participant within a period of sixty (60) days (or such other
period as the Board may specify at grant) after the award date by
the execution of a Restricted Share award agreement in the form
provided by the Company.
(b) Restrictions and Conditions. The Restricted Shares awarded to a
Participant pursuant to this Section 4 shall be subject to the
following restrictions and conditions:
(i) A Participant shall not be permitted to vote, sell, transfer,
pledge, assign or otherwise encumber Restricted Shares awarded
under the Plan prior to the date on which such shares vest in
accordance with clause (iii), except in accordance with the
laws of descent and distribution.
(ii) On the date an Award of Restricted Shares vests in accordance
with clause (iii), a Participant (or his beneficiary) shall be
entitled to receive any cash dividends previously paid with
respect to the
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Restricted Shares, together with interest accrued thereon.
Prior to such date, cash dividends shall be held by the Company
for the account of the Participant. Stock dividends, if any,
issued with respect to Restricted Shares shall be treated as
additional Restricted Shares that are subject to the same
restrictions and other terms and conditions that apply with
respect to the Restricted Shares with respect to which such
dividends are paid.
(iii)Subject to the applicable provisions of the Restricted Share
award agreement and this Section, a Participant's interest in
Shares shall immediately become fully vested and
nonforfeitable, and the restrictions set forth in this Section
4.2 shall lapse, (x) ratably over a five (5) year period
whereby twenty percent (20%) of the Award shall vest on each of
the first through the fifth anniversaries of the date of grant
(y) upon the Participant's death or Disability, or (z) upon a
Change in Control (to the extent such treatment is authorized
or not prohibited by applicable law or regulations).
4.3 Stock Certificates
A stock certificate registered in the name of each Participant receiving
a Restricted Share award (or in the name of a trustee for the benefit of each
Participant) shall be issued in respect of such shares. Such certificate
shall bear whatever appropriate legend referring to the terms, conditions, and
restrictions applicable to such award as the Board shall determine. The Board
may, in its sole discretion, require that the stock certificates evidencing
Restricted Shares be held in custody by the Company (or in trust by a trustee)
until the restrictions thereon shall have lapsed.
5. Miscellaneous.
5.1 Shareholder Approval; Effective Date; Term
The Plan shall become effective only upon approval by a majority of the
Company's stockholders at an annual or special meeting of the stockholders of
the Company held not less than six (6) months after the date of closing of the
Association's mutual-to-stock conversion nor more than twelve (12) months
after the date of adoption of the Plan by the Board, and shall continue in
effect until the tenth anniversary of the Effective Date.
5.2 Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise modified,
suspends or terminated at any time or from time to time by the Board;
provided, however, that amendments to the Plan shall not be effective unless
approved by the affirmative vote of the stockholders of the Company owning a
majority of the stockholders present or represented by proxy at a meeting of
stockholders of the Company held within twelve (12) months of the date of
adoption of such amendment, where such amendment will:
(a) increase the total number of Shares reserved for the purposes of the
Plan;
(b) change in any respect the class of persons who are eligible to be
Participants;
(c) extend the maximum period for granting awards as provided herein; or
(d) otherwise materially increase the benefits accruing to Participants
under the Plan.
Notwithstanding the foregoing, Section 4.1(b) may not be amended more
than once in any six (6) month period other than to conform with changes in
the Code or the Employee Retirement Security Act of 1974, as amended.
From and after the Effective Date, neither the amendment, suspension nor
termination of the Plan shall, without the consent of the Participant, alter
or impair any rights or obligations under any award theretofore granted. No
awards may be granted during any period of suspension nor after termination
or expiration of the Plan.
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5.3 Regulations and Other Approvals
(a) The obligation of the Company to deliver Shares with respect to any
award granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by
the Board.
(b) The Board may make such changes to the Plan as may be necessary or
appropriate to comply with the rules or requirements of any
governmental authority.
(c) Each award of Shares is subject to the requirement that, if at any
time the Board determines, in its sole discretion, that the listing,
registration or qualification of Shares issuable pursuant to the
Plan is required by any securities exchange or under any United
States, state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a
condition of, or in connection with, issuance of Shares, no Shares
shall be issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Board.
(d) In the event that the disposition of Shares acquired pursuant to the
Plan is not covered by a then current registration statement under
the Securities Act of 1933, and is not otherwise exempt from such
registration, such Shares shall be restricted against transfer to
the extent required by the Securities Act of 1933 or regulations
thereunder, and the Board may require any individual receiving
Shares pursuant to the Plan, as a condition precedent to receipt of
such Shares, to represent to the Association in writing that the
Shares acquired by such individual are acquired for investment only
and not with a view to distribution. The certificate for any Shares
acquired pursuant to the Plan shall include any legend that the
Board deems appropriate to reflect any restrictions on transfer.
(e) At the time of grant of any award, the Board may provide in the
Restricted Share award agreement that any Shares received as a
result of such grant shall be subject to a right of first refusal in
favor of the Company, pursuant to which the Participant shall be
required to offer to the Company any Shares that he wishes to sell,
with the price being the then fair market value of such Shares,
subject to such other terms and conditions as the Board may specify
in the award agreement.
5.4 Trust Arrangement
All benefits under the Plan represent an unsecured promise to pay by the
Company. The Plan shall be unfunded and the benefits hereunder shall be paid
only from the general assets of the Company resulting in the Participants
having no greater rights than the Company's general creditors; provided,
however, that nothing herein shall prevent or prohibit the Company from
establishing a trust or other arrangement for the purpose of providing for the
payment of the benefits payable under the Plan.
5.5 Governing Law
The Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of Missouri
without giving effect to the choice of law principles thereof.
5.6 Titles; Construction
Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan. The masculine pronoun
shall include the feminine and neuter and the singular shall include the
plural, when the context so indicates.
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REVOCABLE PROXY
JOACHIM BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
July 17, 1996
The undersigned hereby appoints the Board of Directors as the official
Proxy Committee of the Board of Directors with full powers of substitution, as
attorneys and proxies for the undersigned, to vote all shares of common stock
of Joachim Bancorp, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders, to be held at the DeSoto Public Library, 712
South Main Street, DeSoto, Missouri, on Wednesday, July 17, 1996, at 2:00
p.m., Central Time, and at any and all adjournments thereof, as follows:
VOTE FOR ALL
FOR WITHHELD EXCEPT
1. The election as directors of [ ] [ ] [ ]
all nominees listed below
(except as marked to the contrary below).
Andrew H. England
Adolph J. Schatzle
Douglas G. Draper
INSTRUCTION: To withhold your vote for any individual nominee, write
that nominee's name on the line below.
_______________________________________
FOR AGAINST ABSTAIN
2. The adoption of the Joachim
Bancorp, Inc. 1996 Stock Option Plan. [ ] [ ] [ ]
3. The adoption of the Joachim
Bancorp, Inc. 1996 Management Recognition
and Development Plan. [ ] [ ] [ ]
4. The ratification of the appointment of
Michael Trokey & Company, P.C.,
as auditors for the Company for
the fiscal year ending March 31, 1997. [ ] [ ] [ ]
5. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy also provides voting instructions to the Trustees of the
Joachim Federal Savings and Loan Association Employee Stock Ownership Plan for
participants with shares allocated to their accounts.
The Board of Directors recommends a vote "FOR" the above proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of the Notice of Annual Meeting of Stockholders, a
Proxy Statement dated June 12, 1996 and the 1996 Annual Report to
Stockholders.
Dated:_______________ , 1996
_________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
________________________ ________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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