CRAZY WOMAN CREEK BANCORP INCORPORATED
106 Fort Street
Buffalo, Wyoming 82834
August 22, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Crazy Woman Creek
Bancorp Incorporated (the "Company"), I cordially invite you to attend a Special
Meeting of Stockholders (the "Meeting") to be held at the main office of the
Company, located at 106 Fort Street, Buffalo, Wyoming on Wednesday, October 2,
1996 at 3:00 p.m. local time. The attached Notice of Special Meeting and Proxy
Statement describe the formal business to be transacted at the Meeting.
The Board of Directors of the Company has determined that the matters to
be considered at the Meeting are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ Deane D. Bjerke
Deane D. Bjerke
President
<PAGE>
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET
BUFFALO, WYOMING 82834
(307) 684-5591
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on October 2, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of Crazy Woman Creek Bancorp Incorporated (the "Company") will be
held at the main office of the Company, located at 106 Fort Street, Buffalo,
Wyoming on October 2, 1996 at 3:00 p.m. local time. A proxy card and a proxy
statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The approval of the Crazy Woman Creek Bancorp Incorporated 1996
Stock Option Plan (the "1996 Stock Option Plan" or "Option Plan");
and
2. The approval of the Buffalo Federal Savings Bank Management Stock
Bonus Plan (the "Management Stock Bonus Plan" or "MSBP").
The transaction of such other business as may properly come before the
Meeting or any adjournments thereof may also be acted upon. If necessary, the
Meeting will be adjourned to solicit additional proxies with respect to approval
of the 1996 Stock Option Plan and the Management Stock Bonus Plan. The Board of
Directors is not aware of any other business to come before the Meeting.
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. Pursuant to the Company's
Bylaws, the Board of Directors has fixed the close of business on August 13,
1996, as the record date for determination of the stockholders entitled to vote
at the Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY A STOCKHOLDER
MAY BE REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION
OR A DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE
MEETING MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT
BEFORE THE MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT
REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR
RECORD HOLDER TO VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Greg L. Goddard
Greg L. Goddard
Secretary
Buffalo, Wyoming
August 22, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET
BUFFALO, WYOMING 82834
SPECIAL MEETING OF STOCKHOLDERS
October 2, 1996
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Crazy Woman Creek Bancorp Incorporated (the
"Company") to be used at a Special Meeting of Stockholders of the Company to be
held at the main office of the Company, located at 106 Fort Street, Buffalo,
Wyoming on October 2, 1996, at 3:00 p.m. local time (the "Meeting"). The
accompanying Notice of Special Meeting of Stockholders and this Proxy Statement
are being first mailed to stockholders on or about August 22, 1996. The Company
is the parent company of Buffalo Federal Savings Bank (the "Bank"). The Company
was formed as a Wyoming corporation on December 18, 1995 at the direction of the
Bank to acquire all of the outstanding stock of the Bank issued in connection
with the completion of the Bank's mutual-to-stock conversion on March 29, 1996
(the "Conversion").
At the Meeting, stockholders will consider and vote upon (i) the approval
of the Crazy Woman Creek Bancorp Incorporated 1996 Stock Option Plan (the "1996
Stock Option Plan" or "Option Plan"), and (ii) the approval of the Buffalo
Federal Savings Bank Management Stock Bonus Plan (the "Management Stock Bonus
Plan" or "MSBP"). The Board of Directors knows of no additional matters that
will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxyholder the discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
"Proposal I - Approval of the 1996 Stock Option Plan" provides for
authorizing the issuance of an additional 105,800 shares of common stock of the
Company ("Common Stock") upon the exercise of stock options to be awarded to
officers, directors, directors emeritus, key employees and other persons
providing services to the Company or any present or future parent or subsidiary
of the Company from time to time. "Proposal II - Approval of the Management
Stock Bonus Plan" provides for authorization to issue up to an additional 42,320
shares of Common Stock upon awards to personnel of experience and ability in key
positions of responsibility with the Bank and its subsidiaries from time to
time. At the present time, the Bank intends to acquire such Common Stock for
MSBP purposes through open-market purchases. The MSBP has the authority,
however, to buy such Common Stock directly from the Company. Approval of
Proposal I and Proposal II may be deemed to have certain anti-takeover effects
with regard to the Company. See "Proposal I -- Approval of the 1996 Stock Option
Plan Effect of Merger and Other Adjustments, and -Possible Dilutive Effects of
the Option Plan" and "Proposal II -- Approval of the Management Stock Bonus Plan
- - Possible Dilutive Effects of MSBP."
<PAGE>
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" Proposal I and "FOR" Proposal II
at the Meeting or any adjournment thereof.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Employees, officers, and directors of the Company have an interest in
certain matters being presented for stockholder approval. Upon stockholder
approval, employees, officers, and directors of the Company would be granted
stock options and restricted stock awards pursuant to the 1996 Stock Option Plan
and the Management Stock Bonus Plan. The approval of the 1996 Stock Option Plan
and the MSBP are being presented as Proposal I and Proposal II, respectively.
See "Voting Securities and Principal Holders Thereof" for information regarding
the number of shares of Common Stock beneficially owned by executive officers
and directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on August 13, 1996 (the
"Voting Record Date"), are entitled to one vote for each share of Common Stock
then held. As of the Voting Record Date, the Company had 1,058,000 shares of
Common Stock issued and outstanding.
The articles of incorporation of the Company ("Articles of Incorporation")
provides that in no event shall any record owner of any outstanding Common Stock
which is beneficially owned, directly or indirectly, by a person who
beneficially owns in excess of 10% of the then outstanding shares of Common
Stock (the "Limit") be entitled or permitted to any vote with respect to the
shares held in excess of the Limit. Beneficial ownership is determined pursuant
to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates or associates
(as such terms are defined in the Articles of Incorporation), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options, and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include shares beneficially owned by any employee stock ownership
plan or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit, if any) is necessary to constitute a quorum
at the Meeting. With respect to any matter, any shares for which a broker
indicates on the proxy that it does not have discretionary authority as to such
shares to vote on such matter (the "Broker Non-Votes") will not be considered
present for purposes of determining whether a quorum is
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<PAGE>
present. In the event there are not sufficient votes for a quorum or to ratify
any proposals at the time of the Meeting, the Meeting may be adjourned in order
to permit the further solicitation of proxies.
As to matters being proposed for stockholder action as set forth in
Proposal I and Proposal II, the proxy being provided by the Board of Directors
enables a stockholder to check the appropriate box on the proxy to (i) vote
"FOR" the item, (ii) vote "AGAINST" the item, or (iii) vote to "ABSTAIN" on such
item. An affirmative vote of the holders of a majority of the total votes
eligible to be cast at the Meeting, in person or by proxy, is required to
constitute stockholder approval for each of the Proposals I and II. Broker
Non-Votes, shares as to which the "ABSTAIN" box is selected on the proxy, and
shares for which no vote is cast will have the effect of a vote against the
matter.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Voting Record Date, persons or groups who own more than 5% of
the Common Stock. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock at the
Voting Record Date.
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ----------------------------------- -------------------- --------------------
Buffalo Federal Savings Bank
Employee Stock Ownership Plan ("ESOP")
<C> <C> <C>
106 Fort Street, Buffalo, Wyoming 82834 64,000 (1) 6.05%
</TABLE>
- ---------------------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held
in a suspense account and will be allocated among ESOP participants
annually on the basis of compensation as the ESOP debt is repaid. The
Board of Directors has appointed a committee consisting of the
non-employee directors of the Company to serve as the ESOP administrative
committee ("ESOP Committee") and to serve as the ESOP trustees ("ESOP
Trustees"). The ESOP Committee or the Board instructs the ESOP Trustees
regarding investment of ESOP plan assets. The ESOP Trustees must vote all
shares allocated to participant accounts under the ESOP as directed by
participants. Unallocated shares and shares for which no timely voting
direction is received will be voted by the ESOP Trustees as directed by
the ESOP Committee. As of the Voting Record Date, no shares have been
allocated under the ESOP to participant accounts.
-3-
<PAGE>
The following table sets forth the amount of Common Stock beneficially
owned by each director, each of the named executive officers of the Company, and
all directors and executive officers of the Company as a group as of the Voting
Record Date.
<TABLE>
<CAPTION>
Common Stock Beneficially
Owned (1)(2)(3)
Name of Individual or -------------------------
Number of Persons in Group Title Shares %
- -------------------------- --------------------- ----------- ------------
Deane D. Bjerke President and Chief
<S> <C> <C> <C>
Executive Officer 4,000 (4)
Arnold R. Griffith, Jr. Senior Vice President and
Senior Lending Officer 5,850 (4)
Richard Reimann Chairman of the Board 11,000(5) 1.0
Greg L. Goddard Secretary and Director 11,000(5) 1.0
Thomas J. Berry Director 10,200(5) 1.0
Sandra K. Todd Director and Treasurer 5,320(5) (4)
All directors and executive
officers of the Company as a
group (8 persons) 58,970(5) 5.57
</TABLE>
- ---------------------------
(1) Beneficial ownership as of August 13, 1996. Includes shares of Common
Stock held directly as well as by spouses or minor children, in trust, and
other indirect ownership, over which shares the individuals effectively
exercise sole or shared voting and investment power, unless otherwise
indicated.
(2) Excludes proposed stock options to purchase shares of Common Stock
pursuant to the 1996 Stock Option Plan, the granting of which are subject
to stockholder approval of the 1996 Stock Option Plan and are not
exercisable within 60 days of the Voting Record Date. See "Proposal I -
Approval of the 1996 Stock Option Plan."
3) Excludes shares of Common Stock proposed to be awarded under the MSBP, the
granting of which are subject to stockholder approval of the Management
Stock Bonus Plan. See "Proposal II - Approval of the Management Stock
Bonus Plan."
(4) Represents ownership of less than 1.0% of the Common Stock outstanding.
(5) Excludes 64,000 shares of Common Stock held under the ESOP for which such
individual serves as either a member of the ESOP Committee or as an ESOP
Trustee. Such individual disclaims beneficial ownership with respect to
shares held in a fiduciary capacity. The ESOP Trustees must vote all
shares allocated to participant accounts under the ESOP as directed by
ESOP participants. Unallocated shares and shares for which no timely
voting direction is received will be voted by the ESOP Trustees as
directed by the ESOP Committee. As of the Voting Record Date, no shares
have been allocated under the ESOP to participant accounts.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
Directors' Fees. The directors of the Company do not presently receive
compensation for their services as a director of the Company. Such directors
receive compensation for services as members of the Board of Directors of the
Bank. For fiscal year 1995, each member of the Board of Directors of the Bank
received a monthly fee of $500. For 1996, the fee for the Chairman is $700 per
month and each other director receives a monthly fee of $600. No additional fees
are paid for attendance at committee meetings. For the year ended September 30,
1995, total fees paid by the Bank to directors were $30,000.
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<PAGE>
Future Stock Awards. Directors will receive awards of stock options and
restricted stock under the 1996 Stock Option Plan and the MSBP upon stockholder
approval of these plans. See "Proposal I - - Approval of the 1996 Stock Option
Plan" and "Proposal II -- Approval of the Management Stock Bonus Plan" herein.
Executive Compensation
Generally. The Company has no employees, relying upon employees of the
Bank for the limited services required by the Company. All compensation paid to
directors, officers, and employees is paid by the Bank. The Company and the Bank
have entered into an agreement whereby the Bank is reimbursed by the Company for
the use of Bank employees.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the President of the Bank. No
executive officer of the Bank had a salary and bonus during the fiscal year
ended September 30, 1995 that exceeded $100,000 for services rendered in all
capacities to the Bank.
<TABLE>
<CAPTION>
Annual Compensation (1)
-------------------------------------
All Other Other Annual
Name and Principal Position Salary Bonus Compensation(3) Compensations(4)
- --------------------------- ------- ------- --------------- ----------------
<S> <C> <C> <C> <C>
Deane D. Bjerke, President $46,500 $1,500 $2,988 $6,975
Arnold R. Griffith, Jr.(2) 52,740 1,500 4,269 7,911
Senior Vice President
</TABLE>
- ----------------------
(1) The Company first issued Common Stock registered under Section 12(g) of
the 1934 Act effective March 29, 1996, therefore, less than three years o
compensation data is presented. All compensation set forth above was paid
by the Bank.
(2) Effective November, 1995, Mr. Griffith stepped down as President of the
Bank as part of the Board's restructuring of management. Mr. Griffith
became Senior Vice President and Senior Loan Officer, and Mr. Bjerk
became President.
(3) Consists of health and life insurance premiums paid on behalf of the
executive.
(4) Benefits awarded under the Profit Sharing Plan.
Severance Agreements. The Bank entered into severance agreements with
Deane D. Bjerke, President, Arnold R. Griffith, Senior Vice President and Dalen
C. Slater, Senior Vice President and Chief Financial Officer (collectively, the
"Officers"). The severance agreements are for terms of three years ending in
1998. The agreements may be terminated by the Bank for "just cause" as defined
in the agreements. The agreements contain a provision stating that in the event
of termination of employment in connection with any change in control of the
Bank, the Officers will be paid in a lump sum an amount equal to 2.99 times
their five year average compensation. In the event of a change in control of the
Bank at September 30, 1995, Mr. Bjerke and the Officers as a group would have
been entitled to an aggregate lump sum payment of approximately $139,000 and
$436,000, respectively (assuming the severance agreements were in effect at
September 30, 1995). The aggregate payments under such provisions would be an
expense to the Bank, thereby reducing net income and the Bank's capital by that
amount. The agreements will be reviewed annually by the Board of Directors and
may be extended for additional one-year periods upon a determination of
satisfactory performance within the Board's sole discretion.
-5-
<PAGE>
Employee Stock Ownership Plan. The Bank has established an employee stock
ownership plan ("ESOP"), for the exclusive benefit of participating employees.
Participating employees are employees who have completed not less than one year
of service with the Bank or its subsidiary and have attained age 21. The Bank
submitted to the IRS an application for a letter of determination as to the
tax-qualified status of the ESOP. Although no assurances can be given, the Bank
expects that the ESOP will receive a favorable letter of determination from the
IRS.
The ESOP is to be funded by contributions made by the Bank in cash or
Common Stock. Benefits will be paid either in shares of the Common Stock or in
cash. In accordance with the Plan, the ESOP borrowed funds from the Company to
acquire 6.05% of the Common Stock issued in the Conversion. The loan is for a
term of 14 years at an annual interest rate equal to the prime rate as published
in The Wall Street Journal. The loan is secured by the shares purchased and
earnings of ESOP assets. Shares purchased with such loan proceeds will be held
in a suspense account for allocation among participants as the loan is repaid.
The Bank anticipates contributing approximately $46,000 annually (based on a
$640,000 purchase) to the ESOP to meet principal obligations under the ESOP
loan. It is anticipated that all such contributions shall be tax-deductible.
This loan is expected to be fully repaid in approximately 14 years.
Contributions to the ESOP and shares released from the suspense account
are allocated among participants on the basis of total compensation, excluding
bonuses. All participants must be employed at least 1,000 hours in a plan year
in order to receive an allocation. Participant benefits become 20% vested after
two years of service, increasing by 20% annually until being 100% vested after
six years of service. Employment prior to the adoption of the ESOP shall be
credited for the purposes of vesting. Vesting will be accelerated upon
retirement, death, disability, change in control of the Company, or termination
of the ESOP. Forfeitures will be reallocated to participants on the same basis
as other contributions in the plan year. Benefits are payable in the form of a
lump sum upon retirement, death, disability or separation from service. The
Bank's contributions to the ESOP are discretionary and may cause a reduction in
other forms of compensation. Therefore, benefits payable under the ESOP cannot
be estimated. As of the Voting Record Date, no shares have been allocated under
the ESOP.
The Board of Directors has appointed the non-employee directors to serve
as the ESOP Committee to administer the ESOP and to serve as the initial ESOP
Trustees. The Board of Directors or the ESOP Committee may instruct the ESOP
Trustees regarding investments of funds contributed to the ESOP. The ESOP
Trustees must vote all allocated shares held in the ESOP in accordance with the
instructions of the participating employees. Unallocated shares and allocated
shares for which no timely direction is received will be voted by the ESOP
Trustees as directed by the Board of Directors or the ESOP Committee, subject to
the Trustees' fiduciary duties.
Profit Sharing Plan. The Bank sponsors a tax-qualified defined
contribution profit sharing plan, the Financial Institutions Thrift Plan
("Profit Sharing Plan"), for the benefit of its employees. Employees become
eligible to participate under the Profit Sharing Plan after one month of service
and attainment of age 21. Benefits under the Profit Sharing Plan are determined
based upon annual discretionary contributions to the Profit Sharing Plan; such
benefits are allocated to participant accounts as a percentage of total
compensation of such participant to the compensation of all participants. At the
end of each year, the Board of Directors determines whether to make a
contribution and the amount of the contribution to the Profit Sharing Plan,
based upon a number of factors, such as the Bank's retained earnings, profits,
regulatory capital and employee performance. No employee contributions are
permitted under the Profit Sharing Plan. It is intended that the Profit Sharing
Plan operate in compliance with the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and the requirements of Section
401(a) of the Internal Revenue Code of 1986, as amended ("Code"). Total
contributions to the
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<PAGE>
Profit Sharing Plan for all employees for the fiscal years ended September 30,
1993, 1994, and 1995, were $38,218, $40,106, and $38,192, respectively. Future
contributions to the Profit Sharing Plan may be reduced as a result of
anticipated contributions to the ESOP.
1996 Stock Option Plan. The Board of Directors of the Company has adopted
the 1996 Stock Option Plan for the benefit of its directors, officers, and other
employees. The 1996 Stock Option Plan is subject to stockholder approval. See
"Proposal I - Approval of the 1996 Stock Option Plan" for a summary of the 1996
Stock Option Plan. See Exhibit A for a copy of the 1996 Stock Option Plan.
Management Stock Bonus Plan. The Board of Directors of the Company has
adopted a restricted stock program for the benefit of personnel of experience
and ability in key positions of responsibility with the Bank. The MSBP is
subject to stockholder approval. See "Proposal II - Approval of the Management
Stock Bonus Plan" for a summary of the MSBP. See Exhibit B for a copy of the
Management Stock Bonus Plan.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Bank during the fiscal year ended
September 30, 1995 consisted of Directors Reimann, Berry, Goddard, Osborn and
Todd, all non-employee members of the Board of Directors of the Company.
Certain Relationships and Related Transactions
Except for loans made by the Bank in the ordinary course of business, no
directors, executive officers or immediate family members of such individuals
were engaged in transactions with the Bank or any subsidiary involving more than
$60,000 during the fiscal year ended September 30, 1995. Furthermore, the Bank
had no "interlocking" relationships existing on or after October 1, 1995 in
which (i) any executive officer is a member of the Board of Directors/Trustees
of another entity, one of whose executive officers is a member of the Bank's
Board of Directors, or where (ii) any executive officer is a member of the
compensation committee of another entity, one of whose executive officers is a
member of the Bank's Board of Directors.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. Such loans
(a) have been made in the ordinary course of business, (b) were made on
substantially the same terms and conditions, including interest rates and
collateral, as those prevailing at the time for comparable transactions with the
Bank's other customers, and (c) do not involve more than the normal risk of
collectibility or present other unfavorable features. All loans by the Bank to
its directors and executive officers are subject to the Office of Thrift
Supervision ("OTS") regulations restricting loans and other transactions with
affiliated persons of the Bank. Loans to officers and directors of the Bank and
their affiliates, amounted to approximately $333,000 or 5.69% of the Bank's
total equity at September 30, 1995.
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<PAGE>
PROPOSAL I -- APPROVAL OF THE 1996 STOCK OPTION PLAN
General
The Company's Board of Directors has adopted the 1996 Stock Option Plan.
The Option Plan is subject to approval by the Company's stockholders and any
necessary regulatory approvals. Pursuant to the Option Plan, up to 105,800
shares of Common Stock equal to up to 10% of the total Common Stock issued in
the Conversion are to be reserved under the Company's authorized but unissued
shares for issuance by the Company upon exercise of stock options to be granted
to officers, directors, directors emeritus, key employees and other persons from
time to time. The purpose of the Option Plan is to attract and retain qualified
personnel for positions of substantial responsibility and to provide additional
incentive to certain officers, directors, directors emeritus, key employees and
other persons to promote the success of the Company's and the Bank's business.
The Option Plan, which shall become effective upon the date of stockholder
approval ("Effective Date"), provides for a term of ten years, after which no
awards may be made. The following summary of the material features of the Option
Plan is qualified in its entirety by reference to the complete provisions of the
Option Plan attached hereto as Exhibit A.
The Option Plan will be administered by the Board of Directors or a
committee of not less than two non-employee directors appointed by the Company's
Board of Directors and serving at the pleasure of the Board (the "Option
Committee"). Each member of the Option Committee shall be deemed a "Non-
Employee Director"" within the meaning of Rule 16b-3 pursuant to the 1934 Act.
Directors Berry, Goddard, Osborn and Todd, non-employee directors of the
Company, serve as members of the Option Committee. The Option Committee may
select the officers, directors emeritus and employees to whom options are to be
granted and the number of options to be granted based upon the individual's
prior and anticipated future position at the Company or the Bank, years of
service, and performance. A majority of the members of the Option Committee
shall constitute a quorum and the action of a majority of the members present at
any meeting at which a quorum is present shall be deemed the action of the
Option Committee. In no event may the Option Committee revoke outstanding
options without the consent of the holder of such option ("Optionee").
Officers, directors, director emeritus, key employees and other persons
who are designated by the Option Committee will be eligible to receive, at no
cost to them, options under the Option Plan. Each option granted pursuant to the
Option Plan shall be evidenced by an instrument in such form as the Option
Committee shall from time to time approve. It is anticipated that options
granted under the Option Plan will constitute either Incentive Stock Options
(options that afford favorable tax treatment to recipients upon compliance with
certain restrictions pursuant to Section 422 of the Code and that do not
normally result in tax deductions to the Company) or Non-Incentive Stock Options
(options that do not afford recipients favorable tax treatment under Code
Section 422). Option shares may be paid for in cash, shares of Common Stock, or
a combination of both. The Company will receive no monetary consideration for
the granting of stock options under the Option Plan. Further, the Company will
receive no consideration other than the Option exercise price per share for
Common Stock issued to Optionees upon the exercise of those Options.
Options to be awarded to employees, officers, directors and directors
emeritus shall be conditioned upon receipt of stockholder approval of the Option
Plan. Options awarded to employees, officers, directors and directors emeritus
become first exercisable at a rate of 20% annually commencing on the one year
anniversary of the date of grant, except upon the death or disability of the
Optionee, or upon a change in control of the Company. In the event of the death
or disability of an Optionee, or upon
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<PAGE>
a change in control (as such term is described in the Option Plan), the options
granted to such Optionee shall become immediately exercisable without regard to
any vesting schedule.
Shares issuable under the Option Plan may be from authorized but unissued
shares, treasury shares, or shares purchased in the market. Any Common Stock
subject to an Option which expires or is terminated unexercised will again be
available for issuance under the Option Plan. No Option or any right or interest
therein is assignable or transferable except by will or the laws of descent and
distribution. The Option Plan shall continue in effect for a term of ten years
from the Effective Date.
Stock Options
The Option Committee may grant either Incentive Stock Options or
Non-Incentive Stock Options. In general, if an Optionee ceases to serve as an
employee of the Company for any reason other than disability or death, an
exercisable Incentive Stock Option may continue to be exercisable for three
months but in no event after the expiration date of the option, except as may
otherwise be determined by the Option Committee at the time of the award. In the
event of the disability or death of an Optionee during employment, an
exercisable Incentive Stock Option will continue to be exercisable for one year
and two years, respectively, to the extent exercisable by the Optionee
immediately prior to the Optionee's disability or death but only if, and to the
extent that, the Optionee was entitled to exercise such Incentive Stock Options
on the date of termination of employment. The terms and conditions of
Non-Incentive Stock Options relating to the effect of an Optionee's termination
of employment or service, disability, or death shall be such terms as the Option
Committee, in its sole discretion, shall determine at the time of termination of
service, disability or death, unless specifically determined at the time of
grant of such options.
The exercise price for the purchase of Common Stock subject to an Option
may not be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock covered by the Option on the date of grant of such Option. For
purposes of determining the Fair Market Value of the Common Stock, if the Common
Stock is traded otherwise than on a national securities exchange at the time of
the granting of an Option, then the exercise price per share of the Option shall
be not less than the mean between the last bid and ask price on the date the
Option is granted or, if there is no bid and ask price on said date, then on the
immediately prior business day on which there was a bid and ask price. If no
such bid and ask price is available, then the Fair Market Value shall be
determined in good faith by the Option Committee. If the Common Stock is listed
on a national securities exchange at the time of the granting of an the Option,
then the exercise price per share of Common Stock shall be not less than the
average of the highest and lowest selling price on such exchange on the date
such Option is granted or, if there were no sales on said date, then the
exercise price shall be not less than the mean between the last bid and ask
price on such date. If an officer or employee owns Common Stock representing
more than ten percent of the outstanding Common Stock at the time an Incentive
Stock Option is granted, then the exercise price shall not be less than one
hundred and ten percent (110%) of the Fair Market Value of the Common Stock at
the time the Incentive Stock Option is granted. No more than $100,000 of
Incentive Stock Options can become exercisable for the first time in any one
year for any one person. The Option Committee may impose additional conditions
upon the right of an Optionee to exercise any Option granted hereunder which are
not inconsistent with the terms of the Option Plan or the requirements for
qualification as an Incentive Stock Option, if such Option is intended to
qualify as an incentive stock option.
No shares of Common Stock shall be issued upon the exercise of an Option
until full payment therefor has been received by the Company, and no Optionee
shall have any of the rights of a stockholder of the Company until shares of
Common Stock are issued to such Optionee, except to the extent that
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<PAGE>
dividend equivalent rights are awarded under the Option Plan. Upon the exercise
of an Option by an Optionee (or the Optionee's personal representative), the
Committee, in its sole and absolute discretion, may make a cash payment to the
Optionee, in whole or in part, in lieu of the delivery of shares of Common
Stock. Such cash payment to be paid in lieu of delivery of Common Stock shall be
equal to the difference between the Fair Market Value of the Common Stock on the
date of the Option exercise and the exercise price per share of the Option. Such
cash payment shall be in exchange for the cancellation of such Option. Such cash
payment shall not be made in the event that such transaction would result in
liability to the Optionee and the Company under Section 16(b) of the 1934 Act,
and regulations promulgated thereunder.
The Option Plan provides that the Board of Directors of the Company may
authorize the Option Committee to direct the execution of an instrument
providing for the modification, extension or renewal of any outstanding option,
provided that no such modification, extension or renewal shall confer on the
Optionee any rights or benefits which could not be conferred by the grant of a
new Option at such time, and shall not materially decrease the Optionee's
benefits under the Option without the Optionee's consent, except as otherwise
provided under the Option Plan.
Awards Under the Option Plan
The Board or the Option Committee shall from time to time determine the
officers, Directors, Directors Emeritus, key employees and other persons who
shall be granted Awards under the Plan, the number of Awards to be granted to
each such persons under the Plan, and whether Awards granted to each such
Participant under the Plan shall be Incentive Stock Options and/or Non-Incentive
Stock Options. In selecting Participants and in determining the number of shares
of Common Stock subject to Options to be granted to each such Participant, the
Board or the Option Committee may consider the nature of the prior and
anticipated future services rendered by each such Participant, each such
Participant's current and potential future contribution to the Company and such
other factors as the Committee may, in its sole discretion, deem relevant.
Participants who have been granted an Award may, if otherwise eligible, be
granted additional Awards. In no event shall shares of Common Stock subject to
Options granted to non-employee Directors in the aggregate under this Plan
exceed more than 30% of the total number of Shares authorized for delivery under
this Plan or more than 5% of total Plan shares be awarded to any individual
non-employee Director. In no event shall Shares subject to Options granted to
any other Participant exceed more than 25% of the total number of Shares
authorized for delivery under the Plan.
Pursuant to the terms of the Option Plan, Non-Incentive Stock Options to
purchase 5,290 shares of Common Stock will be granted to each non-employee
Director of the Company, as of the Effective Date, at an exercise price equal to
the Fair Market Value of the Common Stock on such date of grant. Options may be
granted to newly appointed or elected non-employee Directors within the sole
discretion of the Option Committee, but in no event at an exercise price less
than the Fair Market Value of such Common Stock on the date of grant. The
Options granted to Directors on the Effective Date will be first exercisable
commencing on the one year anniversary of stockholder approval of the Option
Plan and 20% annually thereafter, during such period of service as a Director or
a Director Emeritus. Such Options awarded to Directors will remain exercisable
for up to ten years from such date of grant without regard to continued service
as a Director or Director Emeritus. Upon death or termination of service as a
Director or Director Emeritus, such Options shall remain exercisable for their
remaining term.
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<PAGE>
The table below presents information related to stock option awards
anticipated to be awarded upon stockholder approval of the Option Plan, subject
to OTS non-objection, if applicable.
NEW PLAN BENEFIT
1996 STOCK OPTION PLAN
----------------------
Number of Options
Name and Position Dollar Value(1) to be Granted
- ----------------- --------------- -----------------
Deane D. Bjerke
President and Chief Executive Officer N/A 15,870(2)(3)
Arnold R. Griffith, Jr.
Senior Vice President and
Senior Lending Officer............ N/A 5,290(2)(3)
Dalen C. Slater
Senior Vice President and
Chief Financial Officer.......... N/A 10,580(2)(3)
Richard Reimann
Chairman of the Board ............ N/A 5,290(4)
Greg L. Goddard
Secretary and Director............ N/A 5,290(4)
Douglas D. Osborn
Director.......................... N/A 5,290(4)
Thomas J. Berry
Director.......................... N/A 5,290(4)
Sandra K. Todd
Director and Treasurer............ N/A 5,290(4)
Executive Officer Group (3 persons). N/A 31,740(2)(3)
Non-Executive Director Group
(5 persons)....................... N/A 30,375(4)
Non-Executive Officer Employee Group N/A Not Yet Determined(5)
Reserved............................ N/A 43,685(5)
- ----------------------
(1) The exercise price of such Options shall be equal to the Fair Market Value
of the Common Stock on the date of stockholder approval of the Option
Plan. Accordingly, the dollar value of the options was not determinable
at the time of mailing this Proxy Statement. On August 13, 1996, the last
reported sale price at the close of the market on the Nasdaq SmallCap
Market was $10.375. The Option Plan provides that all Options granted to
employees and directors as of the Effective Date will have Dividend
Equivalent Rights. See "-Dividend Equivalent Rights." As of the Voting
Record Date, the Board of Directors of the Company has not made any
determination with respect to the future payment of dividends on the
Common Stock.
(2) Options awarded to officers, employees and directors emeritus are
exercisable as follows: Options awarded at the time of stockholder
approval are first exercisable at the rate of 20% on the one year
anniversary from the date of grant and 20% annually thereafter (or at a
rate of 100% in the event of death or disability, or upon a change in
control of the Company or the Bank).
(3) Awards shall vest during periods of continued service as an employee,
director, or director emeritus. Upon vesting, awards shall remain
exercisable for ten years from the date of grant during periods of
continued service as an employee, director, or director emeritus.
(4) Options awarded to directors are first exercisable at a rate of 20% on the
one year anniversary of stockholder approval of the Option Plan and 20%
annually thereafter, during such period of service as a director or
director emeritus, and shall remain exercisable for ten years without
regard to continued service as a director or director emeritus.
(5) Available reserve of options may be awarded to directors, directors
emeritus, officers, employees and other persons in the future.
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<PAGE>
Dividend Equivalent Rights
The Committee, in its sole discretion, may include as a term of any
Option, the right of the Optionee to receive Dividend Equivalent Rights. Such
rights shall provide that upon the payment of a dividend on the Common Stock,
the holder of such Options shall receive payment of compensation in an amount
equivalent to the dividend payable as if such Options had been exercised and
such Common Stock held as of the dividend record date. Such rights shall expire
upon the expiration or exercise of such underlying Options. Such rights are
non-transferable and shall attach to Options whether or not such Options are
immediately exercisable. The dividend equivalent payments associated with
Options that are not yet immediately exercisable shall accrue and shall be held
in arrears. Such dividend equivalent payments held in arrears shall be
distributed to the Optionee upon the vesting of the related Option. All Options
granted by the Committee to Employees as of the Effective Date are intended to
have Dividend Equivalent Rights associated with such Options. All Options
granted to non-employee Directors of the Company or the Bank as of the Effective
Date in accordance with the Plan are intended to have Dividend Equivalent Rights
associated with such Options. As of the Voting Record Date, the Board of
Directors of the Company has not made any determination with respect to the
future payment of dividends on the Common Stock.
Effect of Mergers, Change of Control and Other Adjustments
The number of shares of Common Stock represented by each outstanding
Option will be proportionately adjusted for any increase or decrease in the
number of outstanding shares of Common Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend or any other increase
or decrease without the receipt of consideration by the Company. In the event of
any change in control, recapitalization, merger, consolidation, exchange of
shares, spin-off, reorganization, tender offer, partial or complete liquidation
or other extraordinary corporate action, the Option Committee, in its sole
discretion, shall have the power, prior to or subsequent to such action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to each Option, the exercise price per share of Common Stock, and the
consideration to be given or received by the Company upon the exercise of any
outstanding Options; (ii) cancel any or all previously granted Options, provided
that appropriate consideration is paid to the Optionee in connection therewith;
and/or (iii) make such other adjustments in connection with the Option Plan as
the Option Committee deems necessary, desirable, appropriate or advisable.
However, no action may be taken by the Option Committee that would cause
Incentive Stock Options granted pursuant to the Option Plan to fail to meet the
requirements of Section 422 of the Code without the consent of the Optionee.
Upon the payment of a special or non-recurring cash dividend that has the effect
of a return of capital to the stockholders, the Option exercise price per share
shall be adjusted proportionately, except to the extent that the Optionee shall
otherwise receive payments associated with Dividend Equivalent Rights
attributable to such Options with regard to such special or non-recurring cash
dividends.
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<PAGE>
The Option Committee will at all times have the power to accelerate the
exercise date of all Options granted under the Option Plan. In the case of a
change in control of the Company as determined by the Option Committee, all
outstanding options shall become immediately exercisable (provided such
accelerated vesting is not inconsistent with applicable regulations of the OTS
or other appropriate banking regulator at the time of the change in control). A
change in control is defined to include (i) the sale of all, or a material
portion, of the assets of the Company; (ii) the merger or recapitalization of
the Company whereby the Company is not the surviving entity; (iii) a change in
control of the Company as otherwise defined or determined by the OTS or its
regulations; or (iv) the acquisition, directly or indirectly, of the beneficial
ownership (within the meaning of Section 13(d) of the 1934 Act and rules and
regulations promulgated thereunder) of 25% or more of the outstanding voting
securities of the Company by any person, trust, entity, or group. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a pubic offering of Company stock or the purchase of shares of
up to 25% of any class of securities of the Company by a tax-qualified employee
stock benefit plan which is exempt from the approval requirements set forth
under 12 C.F.R. ss.574.3(c)(1)(vi).
In the event of such a Change in Control, the Option Committee and the
Board of Directors will take one or more of the following actions to be
effective as of the date of such Change in Control: (i) provide that such
Options shall be assumed, or equivalent options shall be substituted,
("Substitute Options") by the acquiring or succeeding corporation (or an
affiliate thereof), provided that: (A) any such Substitute Options exchanged for
Incentive Stock Options shall meet the requirements of Section 424(a) of the
Code, and (B) the shares of stock issuable upon the exercise of such Substitute
Options shall constitute securities registered in accordance with the Securities
Act of 1933, as amended, ("1933 Act") or such securities shall be exempt from
such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the 1933
Act, (collectively, "Registered Securities"), or in the alternative, if the
securities issuable upon the exercise of such Substitute Options shall not
constitute Registered Securities, then the Optionee will receive upon
consummation of the Change in Control transaction a cash payment for each Option
surrendered equal to the difference between (1) the Fair Market Value of the
consideration to be received for each share of Common Stock in the Change in
Control transaction times the number of shares of Common Stock subject to such
surrendered Options, and (2) the aggregate exercise price of all such
surrendered Options, or (ii) in the event of a transaction under the terms of
which the holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment (the "Merger Price") for each share of
Common Stock exchanged in the Change in Control transaction, to make or to
provide for a cash payment to the Optionees equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such
Options held by each Optionee (to the extent then exercisable at prices not in
excess of the Merger Price) and (B) the aggregate exercise price of all such
surrendered Options in exchange for such surrendered Options.
The power of the Option Committee to accelerate the exercise of Options
and the immediate exercisability of Options in the case of a Change in Control
of the Company could have an anti-takeover effect by making it more costly for a
potential acquiror to obtain control of the Company due to the higher number of
shares outstanding following such exercise of Options. The power of the Option
Committee to make adjustments in connection with the Option Plan, including
adjusting the number of shares subject to Options and canceling Options, prior
to or after the occurrence of an extraordinary corporate action, allows the
Option Committee to adapt the Option Plan to operate in changed circumstances,
to adjust the Option Plan to fit a smaller or larger company, and to permit the
issuance of Options to new management following such extraordinary corporate
action. However, this power of the Option Committee also has an anti-takeover
effect, by allowing the Option Committee to adjust the Option Plan in a manner
to allow the present management of the Company to exercise more options and hold
more shares of the Company's Common Stock, and to possibly decrease the number
of Options available to new management of the Company.
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<PAGE>
Although the Option Plan may have an anti-takeover effect, the Company's
Board of Directors did not adopt the Option Plan specifically for anti-takeover
purposes. The Option Plan could render it more difficult to obtain support for
stockholder proposals opposed by the Company's Board and management in that
recipients of Options could choose to exercise such Options and thereby increase
the number of shares for which they hold voting power. Also, the exercise of
such Options could make it easier for the Board and management to block the
approval of certain transactions requiring the voting approval of 80% of the
Common Stock in accordance with the Articles of Incorporation. In addition, the
exercise of such Options could increase the cost of an acquisition by a
potential acquiror.
Amendment and Termination of the Option Plan
The Board of Directors may alter, suspend or discontinue the Option Plan,
except that no action of the Board shall increase the maximum number of shares
of Common Stock issuable under the Option Plan, materially increase the benefits
accruing to Optionees under the Option Plan or materially modify the
requirements for eligibility for participation in the Option Plan unless such
action of the Board shall be subject to approval or ratification by the
stockholders of the Company.
Possible Dilutive Effects of the Option Plan
The Common Stock to be issued upon the exercise of Options awarded under
the Option Plan may either be authorized but unissued shares of Common Stock,
treasury shares, or shares purchased in the open market. Because the
stockholders of the Company do not have preemptive rights, to the extent that
the Company funds the Option Plan, in whole or in part, with authorized but
unissued shares, the interests of current stockholders will be diluted. If upon
the exercise of all of the Options, the Company delivers newly issued shares of
Common Stock (i.e., 105,800 shares of Common Stock), then the dilutive effect to
current stockholders would be approximately 9.1%.
Federal Income Tax Consequences
Under present federal tax laws, awards under the Option Plan will have the
following consequences:
1. The grant of an Option will not by itself result in the recognition
of taxable income to an Optionee nor entitle the Company to a
deduction at the time of such grant.
2. The exercise of an Option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code generally will not, by
itself, result in the recognition of taxable income to an Optionee
nor entitle the Company to a deduction at the time of such exercise.
However, the difference between the exercise price and the fair
market value of the Common Stock on the date of Option exercise is
an item of tax preference which may, in certain situations, trigger
the alternative minimum tax for an Optionee. An Optionee will
recognize capital gain or loss upon resale of the shares of Common
Stock received pursuant to the exercise of Incentive Stock Options,
provided that such shares are held for at least one year after
transfer of the shares or two years after the grant of the Option,
whichever is later. Generally, if the shares are not held for that
period, the Optionee will recognize ordinary income upon disposition
in an amount equal to the difference between the Option exercise
price and the fair market value of the Common Stock on the date of
exercise, or, if less, the sales proceeds of the shares acquired
pursuant to the Option.
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<PAGE>
3. The exercise of a Non-Incentive Stock Option will result in the
recognition of ordinary income by the Optionee on the date of
exercise in an amount equal to the difference between the exercise
price and the fair market value of the Common Stock acquired
pursuant to the Option.
4. The Company will be allowed a tax deduction for federal tax purposes
equal to the amount of ordinary income recognized by an Optionee at
the time the Optionee recognizes such ordinary income, including the
receipt of cash paid related to Dividend Equivalent Rights.
Accounting Treatment
Neither the grant nor the exercise of an Option under the Option Plan
currently requires any charge against earnings under generally accepted
accounting principles. In certain circumstances, Common Stock issuable pursuant
to outstanding Options which are exercisable under the Option Plan might be
considered outstanding for purposes of calculating earnings per share.
Stockholder Approval
Stockholder approval of the Option Plan is being sought in accordance with
regulations of the OTS. Additional purposes of requesting stockholder approval
of the Option Plan are to qualify the Option Plan for the granting of Incentive
Stock Options in accordance with the Code, to enable Optionees to qualify for
certain exemptive treatment from the short-swing profit recapture provisions of
Section 16(b) of the 1934 Act, and to meet the requirements for the tax
deductibility of certain compensation items under Section 162(m) of the Code. An
affirmative vote of the holders of a majority of the total votes eligible to be
cast at the Meeting is required to constitute stockholder approval of this
Proposal I.
THE OTS IN NO WAY ENDORSES OR APPROVES THE OPTION PLAN.
A VOTE IN FAVOR OF THE OPTION PLAN ALSO AUTHORIZES THE BOARD OF DIRECTORS
TO AMEND THE OPTION PLAN TO COMPLY WITH ANY FUTURE OTS INTERPRETATIONS UNDER
APPLICABLE REGULATIONS, PROVIDED ANY SUCH AMENDMENTS DO NOT HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY'S STOCKHOLDERS AS A GROUP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE 1996 STOCK OPTION PLAN.
PROPOSAL II -- APPROVAL OF THE MANAGEMENT STOCK BONUS PLAN
General
The Board of Directors of the Company has adopted the MSBP as a method of
providing directors, directors emeritus, officers, and key employees of the Bank
with a proprietary interest in the Company in a manner designed to encourage
such persons to remain in the employment or service of the Bank. The Bank will
contribute sufficient funds to the MSBP to purchase Common Stock representing up
to 4% of the aggregate number of shares issued in the Conversion (i.e., 42,320
shares of Common Stock) in the open market, or alternatively, the MSBP may
purchase authorized but unissued shares of
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<PAGE>
Common Stock from the Company. All of the Common Stock to be purchased by the
MSBP will be purchased at the fair market value of such stock on the date of
purchase. Awards under the MSBP will be made in recognition of prior and
expected future services to the Bank by its directors, directors emeritus,
officers and key employees responsible for implementation of the policies
adopted by the Bank's Board of Directors and as a means of providing a further
retention incentive. The following is a summary of the material features of the
MSBP which is qualified in its entirety by reference to the complete provisions
of the MSBP which is attached hereto as Exhibit B.
Awards Under the MSBP
Benefits under the MSBP ("Plan Share Awards") may be granted at the sole
discretion of the Board of Directors of the Bank, or a committee comprised of
not less than two directors who are not employees of the Bank or the Company
appointed by the Bank's Board of Directors (the "MSBP Committee"). The MSBP is
managed by trustees (the "MSBP Trustees") who are non-employee directors of the
Bank or the Company and who have the responsibility to invest all funds
contributed by the Bank to the trust created for the MSBP (the "MSBP Trust").
Unless the terms of the MSBP or the MSBP Committee specifies otherwise, awards
under the Plan will be in the form of restricted stock payable as the Plan Share
Awards shall be earned and non-forfeitable. Twenty percent (20%) of such awards
shall be earned and non-forfeitable on the one year anniversary of the date of
grant of such awards, and 20% annually thereafter. A recipient of such
restricted stock will not be entitled to voting rights associated with such
shares prior to the applicable date such shares are earned. Dividends paid on
Plan Share Awards shall be held in arrears and distributed upon the date such
applicable Plan Share Awards are earned. Any shares not yet earned shall be
voted by the MSBP Trustees, as directed by the MSBP Committee. If a recipient of
such restricted stock terminates employment or service for reasons other than
death, disability, or a change in control of the Company or the Bank, the
recipient forfeits all rights to the awards under restriction. If the
recipient's termination of employment or service is caused by death, disability,
or a change in control of the Company or the Bank (provided that such
accelerated vesting is not inconsistent with applicable regulations of the OTS
or other appropriate banking regulator at the time of such change in control),
all restrictions expire and all shares allocated shall become unrestricted.
Awards of restricted stock to directors shall be immediately non-forfeitable in
the event of the death or disability of such director, or a change in control of
the Company or the Bank. The Board of Directors can terminate the MSBP at any
time, and if it does so, any shares not allocated will revert to the Company.
Plan Share Awards under the MSBP will be determined by the MSBP Committee.
In no event shall any person receive Plan Share Awards in excess of 25% of the
aggregate Plan Shares authorized under the Plan. Plan Share Awards granted to
non-employee Directors of the Bank shall not exceed 30% of total Plan Shares in
the aggregate authorized under the Plan or 5% of total Plan Shares to any
individual non-employee Director.
The following table presents information related to the anticipated award
of Common Stock under the MSBP as authorized pursuant to the terms of the MSBP
or the anticipated actions of the MSBP Committee.
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<PAGE>
NEW PLAN BENEFIT
MANAGEMENT STOCK BONUS PLAN
---------------------------
Name and Position Dollar Value(1) Number of Shares(2)(3)
- ----------------- -------------- ----------------------
Deane D. Bjerke
President and Chief Executive Officer $ 52,684 5,078
Arnold R. Griffith, Jr.
Senior Vice President and
Senior Lending Officer............ $ 21,954 2,116
Dalen C. Slater
Senior Vice President and
Chief Financial Officer........... $ 43,907 4,232
Richard Reimann
Chairman of the Board.............. $ 21,954 2,116
Greg L. Goddard
Secretary and Director............. $ 21,954 2,116
Douglas D. Osborn
Director........................... $ 21,954 2,116
Thomas J. Berry
Director........................... $ 21,954 2,116
Sandra K. Todd
Director and Treasurer............. $ 21,954 2,116
Executive Officer Group (3 persons).. $118,545 11,426
Non-Executive Director Group
(5 persons)........................ $109,768 10,580(4)
Non-Executive Officer Employee Group N/A Not Yet Determined(5)
Reserved............................. $210,758 20,314(5)
- -----------------------
(1) These values are based on the last reported sale price for the Common
Stock as quoted on the Nasdaq SmallCap Market on August 13, 1996, which
was $10.375 per share. The exact dollar value of the Common Stock granted
will equal the market price of the Common Stock on the date of vesting of
such awards. Accordingly, the exact dollar value is not presently
determinable.
(2) All Plan Share Awards presented herein shall be earned at the rate of 20%
on the one year anniversary of stockholder approval of the MSBP and 20%
annually thereafter. All awards shall become immediately 100% vested upon
death, disability, or termination of service following a change in control
(as defined in the MSBP).
(3) Plan Share Awards shall continue to vest during periods of service as an
employee, director, or director emeritus.
(4) Each of five (5) non-employee directors shall be awarded 2,116 shares upon
the date of stockholder approval, subject to applicable vesting.
(5) Available reserve of shares of Common Stock may be awarded to directors,
directors emeritus, officers and employees in the future.
Amendment and Termination of the Plan
The Board may amend or terminate the MSBP. However, no action of the Board
may increase the maximum number of Plan Shares permitted to be awarded under the
plan, except for adjustments in the Common Stock of the Company, materially
increase the benefits accruing to Participants under the MSBP or materially
modify the requirements for eligibility for participation in the MSBP unless
such action of the Board shall be subject to ratification by the stockholders of
the Company.
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<PAGE>
Possible Dilutive Effects of MSBP
The MSBP provides that Common Stock to be awarded may be acquired by the
MSBP through open-market purchases or from authorized, but unissued shares of
Common Stock from the Company. In that stockholders do not have preemptive
rights, to the extent that the Company utilizes authorized but unissued shares
to fund MSBP awards, the interests of current stockholders will be diluted. If
all Plan Share Awards are funded with newly issued shares, the dilutive effect
to existing stockholders would be approximately 3.85%. It is the Company's
present intention to fund the MSBP through open-market purchases of Common
Stock.
Federal Income Tax Consequences
Common Stock awarded under the MSBP is generally taxable to the recipient
at the time that such awards become earned and non-forfeitable, based upon the
fair market value of such stock at the time of such vesting. Alternatively, a
recipient may make an election pursuant to Section 83(b) of the Code within 30
days of the date of the award to elect to include in gross income for the
current taxable year the fair market value of such stock as of the date of the
award. Such election must be filed with the Internal Revenue Service within 30
days of the date of the granting of the stock award. The Company will be allowed
a tax deduction for federal tax purposes as a compensation expense equal to the
amount of ordinary income recognized by a recipient of Plan Share Awards at the
time the recipient recognizes taxable ordinary income. A recipient of a Plan
Share Award may elect to have a portion of such award withheld by the MSBP in
order to meet any necessary tax withholding obligations.
Accounting Treatment
For accounting purposes, the Company will recognize a compensation expense
in the amount of the fair market value of the Common Stock subject to Plan Share
Awards at the date of the award pro rata over the period of years during which
the awards are earned.
Stockholder Approval
The Company is submitting the MSBP to stockholders for approval in
accordance with regulations of the OTS. The MSBP and awards made thereunder will
not be effective until receipt of stockholder approval of Proposal II.
Additional purposes of requesting stockholder approval of the MSBP is to enable
recipients of Plan Share Awards to qualify for certain exemptive treatment from
the short-swing profit recapture provisions of Section 16(b) of the 1934 Act and
to meet the requirements for the tax deductibility of certain compensation items
under Section 162(m) of the Code. The affirmative vote of holders of a majority
of the total votes eligible to be cast at the Meeting is required to constitute
stockholder approval of this Proposal II.
THE OTS IN NO WAY ENDORSES OR APPROVES THE MSBP.
A VOTE IN FAVOR OF THE MSBP ALSO AUTHORIZES THE BOARD OF DIRECTORS TO
AMEND THE MSBP TO COMPLY WITH ANY FUTURE OTS INTERPRETATIONS UNDER APPLICABLE
REGULATIONS, PROVIDED SUCH AMENDMENTS DO NOT HAVE A MATERIAL ADVERSE EFFECT ON
THE COMPANY'S STOCKHOLDERS AS A GROUP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
MANAGEMENT STOCK BONUS PLAN.
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OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the 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 named in the
accompanying proxy.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the Annual Meeting of Stockholders for the year ending September 30, 1996, any
stockholder proposal to take action at such meeting must be received at the
Company's executive offices at 106 Fort Street, Buffalo, Wyoming 82834, in
accordance with 17 C.F.R. ss. 240.14a-8 of the Rules and Regulations under the
1934 Act. Any such proposals shall be subject to the requirements of Rule 14a-8
under the 1934 Act.
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 Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without payment of additional
compensation. The Company has retained Corporate Investors Communications, Inc.
to assist in the solicitation of proxies at a cost which is not anticipated to
exceed $2,500 plus reimbursement of certain incurred expenses, however, actual
expenses may exceed estimated costs.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Greg L. Goddard
Greg L. Goddard
Secretary
Buffalo, Wyoming
August 22, 1996
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Exhibit A
CRAZY WOMAN CREEK BANCORP INCORPORATED
1996 STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the Crazy Woman Creek
Bancorp Incorporated ("Corporation") 1996 Stock Option Plan (the "Plan"). The
purpose of the Plan is to attract and retain qualified personnel for positions
of substantial responsibility and to provide additional incentive to officers,
directors, key employees and other persons providing services to the
Corporation, or any present or future parent or subsidiary of the Corporation to
promote the success of the business. The Plan is intended to provide for the
grant of "Incentive Stock Options," within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and Non-Incentive Stock
Options, options that do not so qualify. The provisions of the Plan relating to
Incentive Stock Options shall be interpreted to conform to the requirements of
Section 422 of the Code.
2. Definitions. The following words and phrases when used in this Plan with
an initial capital letter, unless the context clearly indicates otherwise, shall
have the meaning as set forth below. Wherever appropriate, the masculine pronoun
shall include the feminine pronoun and the singular shall include the plural.
(a) "Award" means the grant by the Committee of an Incentive Stock
Option or a Non-Incentive Stock Option, or any combination thereof, as provided
in the Plan.
(b) "Board" shall mean the Board of Directors of the Corporation, or
any successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a material
portion, of the assets of the Corporation; (ii) the merger or recapitalization
of the Corporation whereby the Corporation is not the surviving entity; (iii) a
change in control of the Corporation, as otherwise defined or determined by the
Office of Thrift Supervision or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Corporation by
any person, trust, entity or group. This limitation shall not apply to the
purchase of shares by underwriters in connection with a public offering of
Corporation stock, or the purchase of shares of up to 25% of any class of
securities of the Corporation by a tax-qualified employee stock benefit plan
which is exempt from the approval requirements, set forth under 12 C.F.R.
Section 574.3(c)(1)(vi) as now in effect or as may hereafter be amended. The
term "person" refers to an individual or a corporation, partnership trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. The
decision of the Committee as to whether a Change in Control has occurred shall
be conclusive and binding.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder.
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(e) "Committee" shall mean the Board or the Stock Option Committee
appointed by the Board in accordance with Section 5(a) of the Plan.
(f) "Common Stock" shall mean common stock, par value $.10 per share,
of the Corporation, or any successor or parent corporation thereto.
(g) "Continuous Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Corporation or any present or future Parent or Subsidiary of the Corporation.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Corporation or in
the case of transfers between payroll locations, of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.
(h) "Corporation" shall mean the Crazy Woman Creek Bancorp
Incorporated, the parent corporation of the Savings Bank, or any successor or
Parent thereof.
(i) "Director" shall mean a member of the Board of the Corporation, or
any successor or parent corporation thereto.
(j) "Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Savings Bank or the
Corporation from time to time.
(k) "Disability" means (a) with respect to Incentive Stock Options,
the "permanent and total disability" of the Employee as such term is defined at
Section 22(e)(3) of the Code; and (b) with respect to Non-Incentive Stock
Options, any physical or mental impairment which renders the Participant
incapable of continuing in the employment or service of the Savings Bank or the
Parent in his then current capacity as determined by the Committee.
(l) "Dividend Equivalent Rights" shall mean the rights to receive a
cash payment in accordance with Section 12 of the Plan.
(m) "Effective Date" shall mean the date specified in Section 15
hereof.
(n) "Employee" shall mean any person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.
(o) "Fair Market Value" shall mean: (i) if the Common Stock is traded
otherwise than on a national securities exchange, then the Fair Market Value per
Share shall be equal to the mean between the last bid and ask price of such
Common Stock on such date or, if there is no bid and ask price on said date,
then on the immediately prior business day on which there was a bid and ask
price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
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(p) "Incentive Stock Option" or "ISO" shall mean an option to purchase
Shares granted by the Committee pursuant to Section 8 hereof which is subject to
the limitations and restrictions of Section 8 hereof and is intended to qualify
as an incentive stock option under Section 422 of the Code.
(q) "Non-Incentive Stock Option" or "Non-ISO" shall mean an option to
purchase Shares granted pursuant to Section 9 hereof, which option is not
intended to qualify under Section 422 of the Code.
(r) "Option" shall mean an Incentive Stock Option or Non-Incentive
Stock Option granted pursuant to this Plan providing the holder of such Option
with the right to purchase Common Stock.
(s) "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.
(t) "Optionee" shall mean any person who receives an Option or Award
pursuant to the Plan.
(u) "Parent" shall mean any present or future corporation which would
be a "parent corporation" as defined in Sections 424(e) and (g) of the Code.
(v) "Participant" means any director, Director Emeritus, officer or
key employee of the Corporation or any Parent or Subsidiary of the Corporation
or any other person providing a service to the Corporation who is selected by
the Committee to receive an Award, or who by the express terms of the Plan is
granted an Award.
(w) "Plan" shall mean the Crazy Woman Creek Bancorp Incorporated 1996
Stock Option Plan.
(x) "Savings Bank" shall mean Buffalo Federal Savings Bank, Buffalo,
Wyoming, or any successor corporation thereto.
(y) "Share" shall mean one share of the Common Stock.
(z) "Subsidiary" shall mean any present or future corporation which
constitutes a "subsidiary corporation" as defined in Sections 424(f) and (g) of
the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 13 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed 105,800 Shares.
Such Shares may either be from authorized but unissued shares, treasury shares
or shares purchased in the market for Plan purposes.
If an Award shall expire, become unexercisable, or be forfeited for any
reason prior to its exercise, new Awards may be granted under the Plan with
respect to the number of Shares as to which such expiration has occurred.
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4. Six Month Holding Period.
Subject to vesting requirements, if applicable, except in the event of
death or disability of the Optionee, a minimum of six months must elapse between
the date of the grant of an Option and the date of the sale of the Common Stock
received through the exercise of such Option.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered by
the Board of Directors of the Corporation or a Committee which shall consist of
not less than two Directors of the Corporation appointed by the Board and
serving at the pleasure of the Board. All persons designated as members of the
Committee shall meet the requirements of a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as
found at 17 CFR Section 240.16b-3.
(b) Powers of the Committee. The Committee is authorized (but only to
the extent not contrary to the express provisions of the Plan or to resolutions
adopted by the Board) to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Awards to be issued under the Plan and to make other determinations necessary or
advisable for the administration of the Plan, and shall have and may exercise
such other power and authority as may be delegated to it by the Board from time
to time. A majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In no event may the
Committee revoke outstanding Awards without the consent of the Participant.
The President of the Corporation and such other officers as shall be
designated by the Committee are hereby authorized to execute written agreements
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants. Such agreements shall set forth the Option exercise price,
the number of shares of Common Stock subject to such Option, the expiration date
of such Options, and such other terms and restrictions applicable to such Award
as are determined in accordance with the Plan or the actions of the Committee.
(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
6. Eligibility for Awards and Limitations.
(a) The Committee shall from time to time determine the officers,
Directors, Directors Emeritus, key employees and other persons who shall be
granted Awards under the Plan, the number of Awards to be granted to each such
persons, and whether Awards granted to each such Participant under the Plan
shall be Incentive and/or Non-Incentive Stock Options. In selecting Participants
and in determining the number of Shares of Common Stock to be granted to each
such Participant, the Committee may consider the nature of the prior and
anticipated future services rendered by each such Participant, each such
Participant's current and potential contribution to the Corporation and such
other factors as the Committee may, in its sole discretion, deem relevant.
Participants who have been granted an Award may, if otherwise eligible, be
granted additional Awards.
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(b) The aggregate Fair Market Value (determined as of the date the
Option is granted) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by each Employee during any calendar year
(under all Incentive Stock Option plans, as defined in Section 422 of the Code,
of the Corporation or any present or future Parent or Subsidiary of the
Corporation) shall not exceed $100,000. Notwithstanding the prior provisions of
this Section 6, the Committee may grant Options in excess of the foregoing
limitations, provided said Options shall be clearly and specifically designated
as not being Incentive Stock Options.
(c) In no event shall Shares subject to Options granted to
non-employee Directors in the aggregate under this Plan exceed more than 30% of
the total number of Shares authorized for delivery under this Plan pursuant to
Section 3 herein or more than 5% to any individual non-employee Director. In no
event shall Shares subject to Options granted to any Employee exceed more than
25% of the total number of Shares authorized for delivery under the Plan.
7. Term of the Plan. The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to Section
18 hereof. No Option shall be granted under the Plan after ten (10) years from
the Effective Date.
8. Terms and Conditions of Incentive Stock Options. Incentive Stock Options
may be granted only to Participants who are Employees. Each Incentive Stock
Option granted pursuant to the Plan shall be evidenced by an instrument in such
form as the Committee shall from time to time approve. Each Incentive Stock
Option granted pursuant to the Plan shall comply with, and be subject to, the
following terms and conditions:
(a) Option Price.
(i) The price per Share at which each Incentive Stock Option
granted by the Committee under the Plan may be exercised shall not, as to any
particular Incentive Stock Option, be less than the Fair Market Value of the
Common Stock on the date that such Incentive Stock Option is granted.
(ii) In the case of an Employee who owns Common Stock
representing more than ten percent (10%) of the outstanding Common Stock at the
time the Incentive Stock Option is granted, the Incentive Stock Option exercise
price shall not be less than one hundred and ten percent (110%) of the Fair
Market Value of the Common Stock on the date that the Incentive Stock Option is
granted.
(b) Payment. Full payment for each Share of Common Stock purchased
upon the exercise of any Incentive Stock Option granted under the Plan shall be
made at the time of exercise of each such Incentive Stock Option and shall be
paid in cash (in United States Dollars), Common Stock or a combination of cash
and Common Stock. Common Stock utilized in full or partial payment of the
exercise price shall be valued at the Fair Market Value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No Shares of Common Stock shall be issued
until full payment has been received by the Corporation, and no Optionee shall
have any of the rights of a stockholder of the Corporation until Shares of
Common Stock are issued to the Optionee.
(c) Term of Incentive Stock Option. The term of exercisability of each
Incentive Stock Option granted pursuant to the Plan shall be not more than ten
(10) years from the date each such
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Incentive Stock Option is granted, provided that in the case of an
Employee who owns stock representing more than ten percent (10%) of the Common
Stock outstanding at the time the Incentive Stock Option is granted, the term of
exercisability of the Incentive Stock Option shall not exceed five (5) years.
(d) Exercise Generally. Except as otherwise provided in Section 10
hereof, no Incentive Stock Option may be exercised unless the Optionee shall
have been in the employ of the Corporation at all times during the period
beginning with the date of grant of any such Incentive Stock Option and ending
on the date three (3) months prior to the date of exercise of any such Incentive
Stock Option. The Committee may impose additional conditions upon the right of
an Optionee to exercise any Incentive Stock Option granted hereunder which are
not inconsistent with the terms of the Plan or the requirements for
qualification as an Incentive Stock Option. Except as otherwise provided by the
terms of the Plan or by action of the Committee at the time of the grant of the
Options, the Options will be first exercisable at the rate of 20% on the one
year anniversary of the date of grant and 20% annually thereafter during such
periods of service as an Employee, Director or Director Emeritus.
(e) Cashless Exercise. Subject to vesting requirements, if applicable,
an Optionee who has held an Incentive Stock Option for at least six months may
engage in the "cashless exercise" of the Option. Upon a cashless exercise, an
Optionee gives the Corporation written notice of the exercise of the Option
together with an order to a registered broker-dealer or equivalent third party,
to sell part or all of the Optioned Stock and to deliver enough of the proceeds
to the Corporation to pay the Option exercise price and any applicable
withholding taxes. If the Optionee does not sell the Optioned Stock through a
registered broker-dealer or equivalent third party, the Optionee can give the
Corporation written notice of the exercise of the Option and the third party
purchaser of the Optioned Stock shall pay the Option exercise price plus any
applicable withholding taxes to the Corporation.
(f) Transferability. An Incentive Stock Option granted pursuant to the
Plan shall be exercised during an Optionee's lifetime only by the Optionee to
whom it was granted and shall not be assignable or transferable otherwise than
by will or by the laws of descent and distribution.
9. Terms and Conditions of Non-Incentive Stock Options. Each Non-Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Non-Incentive
Stock Option granted pursuant to the Plan shall comply with and be subject to
the following terms and conditions.
(a) Options Granted to Directors. Subject to the limitations of
Section 6(c), Non- Incentive Stock Options to purchase 5,290 shares of Common
Stock will be granted to each Director who is not an Employee as of the
Effective Date, at an exercise price equal to the Fair Market Value of the
Common Stock on such date of grant. The Options will be first exercisable at the
rate of 20% on the one year anniversary of the Effective Date and 20% annually
thereafter during such periods of service as a Director or Director Emeritus.
Upon the death or Disability of the Director or Director Emeritus, such Option
shall be deemed immediately 100% exercisable. Such Options shall continue to be
exercisable for a period of ten years following the date of grant without regard
to the continued services of such Director as a Director or Director Emeritus.
In the event of the Optionee's death, such Options may be exercised by the
personal representative of his estate or person or persons to whom his rights
under such Option shall have passed by will or by the laws of descent and
distribution. Options may be granted to newly appointed or elected non-employee
Directors within the sole discretion of the Committee. The exercise price per
Share of such Options granted shall be equal to the Fair Market Value of the
Common Stock at the time such Options are granted. All Options awarded in
accordance with this
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Section 9(a) as of the Effective Date shall have Dividend Equivalent Rights
associated with such Options, as detailed at Section 12 herein. All outstanding
Awards shall become immediately exercisable in the event of a Change in Control
of the Savings Bank or the Company, provided that such accelerated vesting is
not inconsistent with applicable regulations of the Office of Thrift Supervision
or other appropriate banking regulator at the time of such Change in Control.
Unless otherwise inapplicable, or inconsistent with the provisions of this
paragraph, the Options to be granted to Directors hereunder shall be subject to
all other provisions of this Plan.
(b) Option Price. The exercise price per Share of Common Stock for
each Non-Incentive Stock Option granted pursuant to the Plan shall be at such
price as the Committee may determine in its sole discretion, but in no event
less than the Fair Market Value of such Common Stock on the date of grant as
determined by the Committee in good faith.
(c) Payment. Full payment for each Share of Common Stock purchased
upon the exercise of any Non-Incentive Stock Option granted under the Plan shall
be made at the time of exercise of each such Non-Incentive Stock Option and
shall be paid in cash (in United States Dollars), Common Stock or a combination
of cash and Common Stock. Common Stock utilized in full or partial payment of
the exercise price shall be valued at its Fair Market Value at the date of
exercise. The Company shall accept full or partial payment in Common Stock only
to the extent permitted by applicable law. No Shares of Common Stock shall be
issued until full payment has been received by the Company and no Optionee shall
have any of the rights of a stockholder of the Company until the Shares of
Common Stock are issued to the Optionee.
(d) Term. The term of exercisability of each Non-Incentive Stock
Option granted pursuant to the Plan shall be not more than ten (10) years from
the date each such Non-Incentive Stock Option is granted.
(e) Exercise Generally. The Committee may impose additional conditions
upon the right of any Participant to exercise any Non-Incentive Stock Option
granted hereunder which is not inconsistent with the terms of the Plan. Except
as otherwise provided by the terms of the Plan or by action of the Committee at
the time of the grant of the Options, the Options will be first exercisable at
the rate of 20% on the one year anniversary of the date of grant and 20%
annually thereafter during such periods of service as an Employee, Director or
Director Emeritus.
(f) Cashless Exercise. Subject to vesting requirements, if applicable,
an Optionee who has held a Non-Incentive Stock Option for at least six months
may engage in the "cashless exercise" of the Option. Upon a cashless exercise,
an Optionee gives the Company written notice of the exercise of the Option
together with an order to a registered broker-dealer or equivalent third party,
to sell part or all of the Optioned Stock and to deliver enough of the proceeds
to the Company to pay the Option exercise price and any applicable withholding
taxes. If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, the Optionee can give the Company
written notice of the exercise of the Option and the third party purchaser of
the Optioned Stock shall pay the Option exercise price plus any applicable
withholding taxes to the Company.
(g) Transferability. Any Non-Incentive Stock Option granted pursuant
to the Plan shall be exercised during an Optionee's lifetime only by the
Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
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10. Effect of Termination of Employment, Disability or Death on Incentive
Stock Options.
(a) Termination of Employment. In the event that any Optionee's
employment with the Company shall terminate for any reason, other than
Disability or death, all of any such Optionee's Incentive Stock Options, and all
of any such Optionee's rights to purchase or receive Shares of Common Stock
pursuant thereto, shall automatically terminate on (A) the earlier of (i) or
(ii): (i) the respective expiration dates of any such Incentive Stock Options,
or (ii) the expiration of not more than three (3) months after the date of such
termination of employment; or (B) at such later date as is determined by the
Committee at the time of the grant of such Award based upon the Optionee's
continuing status as a Director or Director Emeritus of the Savings Bank or the
Company, but only if, and to the extent that, the Optionee was entitled to
exercise any such Incentive Stock Options at the date of such termination of
employment, and further that such Award shall thereafter be deemed a
Non-Incentive Stock Option. In the event that a Subsidiary ceases to be a
Subsidiary of the Company, the employment of all of its employees who are not
immediately thereafter employees of the Company shall be deemed to terminate
upon the date such Subsidiary so ceases to be a Subsidiary of the Company.
(b) Disability. In the event that any Optionee's employment with the
Company shall terminate as the result of the Disability of such Optionee, such
Optionee may exercise any Incentive Stock Options granted to the Optionee
pursuant to the Plan at any time prior to the earlier of (i) the respective
expiration dates of any such Incentive Stock Options or (ii) the date which is
one (1) year after the date of such termination of employment, but only if, and
to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment.
(c) Death. In the event of the death of an Optionee, any Incentive
Stock Options granted to such Optionee may be exercised by the person or persons
to whom the Optionee's rights under any such Incentive Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is two (2) years after the date of death of such Optionee but only if, and
to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of death. For purposes of this Section 10(c), any
Incentive Stock Option held by an Optionee shall be considered exercisable at
the date of his death if the only unsatisfied condition precedent to the
exercisability of such Incentive Stock Option at the date of death is the
passage of a specified period of time. At the discretion of the Committee, upon
exercise of such Options the Optionee may receive Shares or cash or a
combination thereof. If cash shall be paid in lieu of Shares, such cash shall be
equal to the difference between the Fair Market Value of such Shares and the
exercise price of such Options on the exercise date.
(d) Incentive Stock Options Deemed Exercisable. For purposes of
Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any
Optionee shall be considered exercisable at the date of termination of
employment if any such Incentive Stock Option would have been exercisable at
such date of termination of employment without regard to the Disability or death
of the Participant.
(e) Termination of Incentive Stock Options. Except as may be specified
by the Committee at the time of grant of an Option, to the extent that any
Incentive Stock Option granted under the Plan to any Optionee whose employment
with the Company terminates shall not have been exercised within the applicable
period set forth in this Section 10, any such Incentive Stock Option, and all
rights
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to purchase or receive Shares of Common Stock pursuant thereto, as the case
may be, shall terminate on the last day of the applicable period.
11. Effect of Termination of Employment, Disability or Death on
Non-Incentive Stock Options. The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an Optionee's employment or
service, Disability of an Optionee or his death shall be such terms and
conditions as the Committee shall, in its sole discretion, determine at the time
of termination of service, unless specifically provided for by the terms of the
Agreement at the time of grant of the Award.
12. Dividend Equivalent Rights. The Committee, in its sole discretion, may
include as a term of any Option, the right of the Optionee to receive Dividend
Equivalent Rights. Such rights shall provide that upon the payment of a dividend
on the Common Stock, the holder of such Options shall receive payment of
compensation in an amount equivalent to the dividend payable as if such Options
had been exercised and such Common Stock held as of the dividend record date.
Such rights shall expire upon the expiration or exercise of such underlying
Options. Such rights are non-transferable and shall attach to Options whether or
not such Options are immediately exercisable. The dividend equivalent payments
associated with Options that are not yet immediately exercisable shall accrue
and shall be held in arrears. Such dividend equivalent payments held in arrears
shall be distributed to the Optionee upon the vesting of the related Option. All
Options granted by the Committee to Employees as of the Effective Date shall
have Dividend Equivalent Rights associated with such Options. All Options
granted to non- employee Directors of the Company or the Savings Bank as of the
Effective Date in accordance Section 9(a) of the Plan shall have Dividend
Equivalent Rights associated with such Options.
13. Recapitalization, Merger, Consolidation, Change in Control and Other
Transactions.
(a) Adjustment. Subject to any required action by the stockholders of
the Company, within the sole discretion of the Committee, the aggregate number
of Shares of Common Stock for which Options may be granted hereunder, the number
of Shares of Common Stock covered by each outstanding Option, and the exercise
price per Share of Common Stock of each such Option, shall all be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt or payment of consideration by the Company (other
than Shares held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become immediately
exercisable in the event of a Change in Control of the Company, as determined by
the Committee, provided that such accelerated vesting is not inconsistent with
applicable regulations of the Office of Thrift Supervision or other appropriate
banking regulator at the time of such Change in Control. In the
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event of such a Change in Control, the Committee and the Board of Directors
will take one or more of the following actions to be effective as of the date of
such Change in Control:
(i) provide that such Options shall be assumed, or equivalent
options shall be substituted, ("Substitute Options") by the acquiring or
succeeding corporation (or an affiliate thereof), provided that: (A) any such
Substitute Options exchanged for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, and (B) the shares of stock issuable
upon the exercise of such Substitute Options shall constitute securities
registered in accordance with the Securities Act of 1933, as amended, ("1933
Act") or such securities shall be exempt from such registration in accordance
with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered
Securities"), or in the alternative, if the securities issuable upon the
exercise of such Substitute Options shall not constitute Registered Securities,
then the Optionee will receive upon consummation of the Change in Control
transaction a cash payment for each Option surrendered equal to the difference
between (1) the Fair Market Value of the consideration to be received for each
share of Common Stock in the Change in Control transaction times the number of
shares of Common Stock subject to such surrendered Options, and (2) the
aggregate exercise price of all such surrendered Options, or
(ii) in the event of a transaction under the terms of which the
holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment (the "Merger Price") for each share of Common Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees equal to the difference between (A) the Merger Price
times the number of shares of Common Stock subject to such Options held by each
Optionee (to the extent then exercisable at prices not in excess of the Merger
Price) and (B) the aggregate exercise price of all such surrendered Options in
exchange for such surrendered Options.
(c) Extraordinary Corporate Action. Notwithstanding any provisions of
the Plan to the contrary, subject to any required action by the stockholders of
the Company, in the event of any Change in Control, recapitalization, merger,
consolidation, exchange of Shares, spin-off, reorganization, tender offer,
partial or complete liquidation or other extraordinary corporate action or
event, the Committee, in its sole discretion, shall have the power, prior or
subsequent to such action or event to:
(i) appropriately adjust the number of Shares of Common Stock
subject to each Option, the Option exercise price per Share of Common Stock, and
the consideration to be given or received by the Company upon the exercise of
any outstanding Option;
(ii) cancel any or all previously granted Options, provided that
appropriate consideration is paid to the Optionee in connection therewith;
and/or
(iii) make such other adjustments in connection with the Plan as
the Committee, in its sole discretion, deems necessary, desirable, appropriate
or advisable; provided, however, that no action shall be taken by the Committee
which would cause Incentive Stock Options granted pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code without the consent of the
Optionee.
Except as expressly provided in Sections 13(a), 13(b) and 13(e)
hereof, no Optionee shall have any rights by reason of the occurrence of any of
the events described in this Section 13.
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(d) Acceleration. The Committee shall at all times have the power to
accelerate the exercise date of Options previously granted under the Plan;
provided that such action is not contrary to regulations of the OTS or other
appropriate banking regulator then in effect.
(e) Non-recurring Dividends. Upon the payment of a special or
non-recurring cash dividend that has the effect of a return of capital to the
stockholders, the Option exercise price per share shall be adjusted
proportionately, except to the extent that the Participant shall otherwise
receive payments associated with Dividend Equivalent Rights attributable to such
Options with regard to such special or non-recurring cash dividends.
14. Time of Granting Options. The date of grant of an Option under the Plan
shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each individual to whom an Option is so granted within a reasonable
time after the date of such grant in a form determined by the Committee.
15. Effective Date. The Plan shall become effective upon the date of
approval of the Plan by the stockholders of the Company, subject to approval or
non-objection by the Office of Thrift Supervision, if applicable. The Committee
may make a determination related to Awards prior to the Effective Date with such
Awards to be effective upon the date of stockholder approval of the Plan.
16. Approval by Stockholders. The Plan shall be approved by stockholders of
the Company within twelve (12) months before or after the date the Plan is
approved by the Board.
17. Modification of Options. At any time and from time to time, the Board
may authorize the Committee to direct the execution of an instrument providing
for the modification of any outstanding Option, provided no such modification,
extension or renewal shall confer on the holder of said Option any right or
benefit which could not be conferred on the Optionee by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 18 hereof.
18. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or discontinue
the Plan, except that no action of the Board may increase (other than as
provided in Section 13 hereof) the maximum number of Shares permitted to be
optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Company.
(b) Change in Applicable Law. Notwithstanding any other provision
contained in the Plan, in the event of a change in any federal or state law,
rule or regulation which would make the exercise of all or part of any
previously granted Option unlawful or subject the Company to any penalty, the
Committee may restrict any such exercise without the consent of the Optionee or
other holder thereof in order to comply with any such law, rule or regulation or
to avoid any such penalty.
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19. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.
(a) Shares shall not be issued with respect to any Option granted
under the Plan unless the issuance and delivery of such Shares shall comply with
all relevant provisions of applicable law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities laws and the requirements of any
stock exchange upon which the Shares may then be listed.
(b) The inability of the Company to obtain any necessary
authorizations, approvals or letters of non-objection from any regulatory body
or authority deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares issuable hereunder shall relieve the Company of
any liability with respect to the non-issuance or sale of such Shares.
(c) As a condition to the exercise of an Option, the Company may
require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.
(d) Notwithstanding anything herein to the contrary, upon the
termination of employment or service of an Optionee by the Company or its
Subsidiaries for "cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by
the Board of Directors, all Options held by such Participant shall cease to be
exercisable as of the date of such termination of employment or service.
(e) Upon the exercise of an Option by an Optionee (or the Optionee's
personal representative), the Committee, in its sole and absolute discretion,
may make a cash payment to the Optionee, in whole or in part, in lieu of the
delivery of shares of Common Stock. Such cash payment to be paid in lieu of
delivery of Common Stock shall be equal to the difference between the Fair
Market Value of the Common Stock on the date of the Option exercise and the
exercise price per share of the Option. Such cash payment shall be in exchange
for the cancellation of such Option. Such cash payment shall not be made in the
event that such transaction would result in liability to the Optionee or the
Company under Section 16(b) of the Securities Exchange Act of 1934, as amended,
and regulations promulgated thereunder.
20. Reservation of Shares. During the term of the Plan, the Company will
reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
21. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Company by reason of the Plan or
the grant of any Option under the Plan. No trust fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.
22. Withholding Tax. The Company shall have the right to deduct from all
amounts paid in cash with respect to the cashless exercise of Options and
Dividend Equivalent Rights under the Plan any taxes required by law to be
withheld with respect to such cash payments. Where a Participant or other person
is entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require the Participant or such other person to pay the
Company the amount of any taxes which the Company is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or to sell without
notice, a number of such Shares sufficient to cover the amount required to be
withheld.
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23. No Employment Rights. No Director, Employee or other person shall have
a right to be selected as a Participant under the Plan. Neither the Plan nor any
action taken by the Committee in administration of the Plan shall be construed
as giving any person any rights of employment or retention as an Employee,
Director or in any other capacity with the Company, the Savings Bank or other
Subsidiaries.
24. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Wyoming, except to the extent that
federal law shall be deemed to apply.
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Exhibit B
Buffalo Federal Savings Bank
Management Stock Bonus Plan
and Trust Agreement
Article I
ESTABLISHMENT OF THE PLAN AND TRUST
1.01 Buffalo Federal Savings Bank ("Savings Bank") hereby establishes the
Management Stock Bonus Plan (the "Plan") and Trust (the "Trust") upon the terms
and conditions hereinafter stated in this Management Stock Bonus Plan and Trust
Agreement (the "Agreement").
1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust
assets existing on the date of this Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.
Article II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to reward and to retain personnel of
experience and ability in key positions of responsibility with the Savings Bank
and its subsidiaries, by providing such personnel of the Savings Bank and its
subsidiaries with an equity interest in the parent corporation of the Savings
Bank, Crazy Woman Creek Bancorp Incorporated ("Parent"), as compensation for
their prior and anticipated future professional contributions and service to the
Savings Bank and its subsidiaries.
Article III
DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meaning as set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.01 "Beneficiary" means the person or persons designated by the
Participant to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving spouse, if
any, or if none, the Participant's estate.
3.02 "Board" means the Board of Directors of the Savings Bank, or any
successor corporation thereto.
3.03 "Cause" means the personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profits, intentional
failure to perform stated duties, willful violation of a material provision of
any law, rule or regulation (other than traffic violations and similar offense),
or a material violation of a final cease-and-desist order or any other action
which results in a substantial financial loss to the Parent, Savings Bank or its
Subsidiaries.
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3.04 "Change in Control" shall mean: (i) the sale of all, or a material
portion, of the assets of the Parent or Savings Bank; (ii) the merger or
recapitalization of the Parent or the Savings Bank whereby the Parent or Savings
Bank is not the surviving entity; (iii) a change in control of the Parent or
Savings Bank, as otherwise defined or determined by the Office of Thrift
Supervision ("OTS") or regulations promulgated by it; or (iv) the acquisition,
directly or indirectly, of the beneficial ownership (within the meaning of that
term as it is used in Section 13(d) of the 1934 Act and the rules and
regulations promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding voting securities of the Parent or Savings Bank by any person,
trust, entity or group. This limitation shall not apply to the purchase of
shares of up to 25% of any class of securities of the Parent or Savings Bank by
a tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. Section 574.3(c)(1)(vi) as now in effect
or as may hereafter be amended. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
3.05 "Committee" means the Board of Directors of the Parent or the
Management Stock Bonus Plan Committee appointed by the Board of Directors of the
Parent pursuant to Article IV hereof.
3.06 "Common Stock" means shares of the common stock, $.10 par value per
share, of the Savings Bank or any successor corporation or Parent thereto.
3.07 "Conversion" means the effective date of the stock charter of the
Savings Bank and simultaneous acquisition of all of the outstanding stock of the
Savings Bank by the Parent.
3.08 "Director" means a member of the Board of the Savings Bank.
3.09 "Director Emeritus" means a person serving as a director emeritus,
advisory director, consulting director, or other similar position as may be
appointed by the Board of Directors of the Savings Bank or the Parent from time
to time.
3.10 "Disability" means any physical or mental impairment which renders the
Participant incapable of continuing in the employment or service of the Savings
Bank or the Parent in his current capacity as determined by the Committee.
3.11 "Employee" means any person who is employed by the Savings Bank or a
Subsidiary.
3.12 "Effective Date" shall mean the date of stockholder approval of the
Plan by the Parent's stockholders.
3.13 "Parent" shall mean Crazy Woman Creek Bancorp Incorporated, the parent
corporation of the Savings Bank.
3.14 "Participant" means an Employee, Director or Director Emeritus who
receives a Plan Share Award under the Plan.
3.15 "Plan Shares" means shares of Common Stock held in the Trust which are
awarded or issuable to a Participant pursuant to the Plan.
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3.16 "Plan Share Award" or "Award" means a right granted to a Participant
under this Plan to earn or to receive Plan Shares.
3.17 "Plan Share Reserve" means the shares of Common Stock held by the
Trust pursuant to Sections 5.03 and 5.04.
3.18 "Savings Bank" means Buffalo Federal Savings Bank, and any successor
corporation thereto.
3.19 "Subsidiary" means those subsidiaries of the Savings Bank which, with
the consent of the Board, agree to participate in this Plan.
3.20 "Trustee" or "Trustee Committee" means that person(s) or entity
nominated by the Committee and approved by the Board pursuant to Sections 4.01
and 4.02 to hold legal title to the Plan assets for the purposes set forth
herein.
Article IV
ADMINISTRATION OF THE PLAN
4.01 Role of the Committee. The Plan shall be administered and interpreted
by the Board of Directors of the Parent or a Committee appointed by said Board,
which shall consist of not less than two non-employee members of the Board,
which shall have all of the powers allocated to it in this and other sections of
the Plan. All persons designated as members of the Committee shall be
"Non-Employee Directors" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended ("1934 Act"). The interpretation and
construction by the Committee of any provisions of the Plan or of any Plan Share
Award granted hereunder shall be final and binding. The Committee shall act by
vote or written consent of a majority of its members. Subject to the express
provisions and limitations of the Plan, the Committee may adopt such rules,
regulations and procedures as it deems appropriate for the conduct of its
affairs. The Committee shall report its actions and decisions with respect to
the Plan to the Board at appropriate times, but in no event less than one time
per calendar year. The Committee shall recommend to the Board one or more
persons or entity to act as Trustee in accordance with the provision of this
Plan and Trust and the terms of Article VIII hereof.
4.02 Role of the Board. The members of the Committee and the Trustee shall
be appointed or approved by, and will serve at the pleasure of the Board. The
Board may in its discretion from time to time remove members from, or add
members to, the Committee, and may remove, replace or add Trustees. The Board
shall have all of the powers allocated to it in this and other sections of the
Plan, may take any action under or with respect to the Plan which the Committee
is authorized to take, and may reverse or override any action taken or decision
made by the Committee under or with respect to the Plan, provided, however, that
the Board may not revoke any Plan Share Award already made except as provided in
Section 7.01(b) herein.
4.03 Limitation on Liability. No member of the Board, the Committee or the
Trustee shall be liable for any determination made in good faith with respect to
the Plan or any Plan Share Awards granted. If a member of the Board, Committee
or any Trustee is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by any reason of anything done or not done by
him in such capacity under
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or with respect to the Plan, the Parent and the Savings Bank shall
indemnify such member against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in the best
interests of the Parent, the Savings Bank and its Subsidiaries and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Article V
CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 Amount and Timing of Contributions. The Board of Directors of the
Savings Bank shall determine the amounts (or the method of computing the
amounts) to be contributed by the Savings Bank to the Trust established under
this Plan. Such amounts shall be paid to the Trustee at the time of
contribution. No contributions to the Trust by Participants shall be permitted
except with respect to amounts necessary to meet tax withholding obligations.
5.02 Initial Investment. Any funds held by the Trust prior to investment in
the Common Stock shall be invested by the Trustee in such interest-bearing
account or accounts at the Savings Bank as the Trustee shall determine to be
appropriate.
5.03 Investment of Trust Assets. Following approval of the Plan by
stockholders of the Parent and receipt of any other necessary regulatory
approvals, the Trust shall purchase Common Stock of the Parent in an amount
equal to up to 100% of the Trust's assets, after providing for any required
withholding as needed for tax purposes, provided, however, that the Trust shall
not purchase more than 42,320 shares of Common Stock, representing 4% of the
aggregate shares of Common Stock issued by the Parent in the Conversion. The
Trustee may purchase shares of Common Stock in the open market or, in the
alternative, may purchase authorized but unissued shares of the Common Stock or
treasury shares from the Parent sufficient to fund the Plan Share Reserve.
5.04 Effect of Allocations, Returns and Forfeitures Upon Plan Share
Reserves. Upon the allocation of Plan Share Awards under Sections 6.02 and 6.05,
or the decision of the Committee to return Plan Shares to the Parent, the Plan
Share Reserve shall be reduced by the number of Shares subject to the Awards so
allocated or returned. Any Shares subject to an Award which are not earned
because of forfeiture by the Participant pursuant to Section 7.01 shall be added
to the Plan Share Reserve.
Article VI
ELIGIBILITY; ALLOCATIONS
6.01 Eligibility. Employees and Directors Emeritus are eligible to receive
Plan Share Awards within the sole discretion of the Committee. Directors who are
not otherwise Employees shall receive Plan Share Awards pursuant to Section
6.05.
6.02 Allocations. The Committee will determine which of the Employees will
be granted Plan Share Awards and the number of Shares covered by each Award,
provided, however, that in no event shall any Awards be made which will violate
the Charter or Bylaws of the Savings Bank or its Parent or Subsidiaries or any
applicable federal or state law or regulation. In the event Shares are forfeited
for any
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reason or additional Shares are purchased by the Trustee, the Committee
may, from time to time, determine which of the Employees will be granted Plan
Share Awards to be awarded from forfeited Shares. In selecting those Employees
and Directors Emeritus to whom Plan Share Awards will be granted and the number
of shares covered by such Awards, the Committee shall consider the prior and
anticipated future position, duties and responsibilities of the Employees, the
value of their prior and anticipated future services to the Savings Bank and its
Subsidiaries, and any other factors the Committee may deem relevant. All actions
by the Committee shall be deemed final, except to the extent that such actions
are revoked by the Board. Notwithstanding anything herein to the contrary, in no
event shall any Participant receive Plan Share Awards in excess of 25% of the
aggregate Plan Shares authorized under the Plan.
6.03 Form of Allocation. As promptly as practicable after a determination
is made pursuant to Section 6.02 or Section 6.05 that a Plan Share Award is to
be made, the Committee shall notify the Participant in writing of the grant of
the Award, the number of Plan Shares covered by the Award, and the terms upon
which the Plan Shares subject to the award may be earned. The date on which the
Committee makes its award determination or the date the Committee so notifies
the Participant shall be considered the date of grant of the Plan Share Awards
as determined by the Committee. The Committee shall maintain records as to all
grants of Plan Share Awards under the Plan.
6.04 Allocations Not Required. Notwithstanding anything to the contrary at
Sections 6.01, 6.02 or 6.05, no Employee shall have any right or entitlement to
receive a Plan Share Award hereunder, such Awards being at the sole discretion
of the Committee and the Board, nor shall the Employees as a group have such a
right. The Committee may, with the approval of the Board (or, if so directed by
the Board) return all Common Stock in the Plan Share Reserve to the Savings Bank
at any time, and cease issuing Plan Share Awards.
6.05 Awards to Directors. Notwithstanding anything herein to the contrary,
upon the Effective Date, a Plan Share Award consisting of 2,116 Plan Shares
shall be awarded to each Director of the Savings Bank that is not otherwise an
Employee. Such Plan Share Award shall be earned and non- forfeitable at the rate
of one-fifth as of the one-year anniversary of the Effective Date and an
additional one-fifth following each of the next four successive years during
such periods of service as a Director or Director Emeritus. Further, such Plan
Share Award shall be immediately 100% earned and non- forfeitable in the event
of the death or Disability of such Director or Director Emeritus, or upon a
Change in Control of the Savings Bank or Parent; provided that such accelerated
vesting is not inconsistent with applicable regulations of the Office of Thrift
Supervision ("OTS") or other appropriate banking regulator at the time of such
Change in Control. Subsequent to the Effective Date, Plan Share Awards may be
awarded to newly elected or appointed Directors of the Savings Bank by the
Committee, provided that total Plan Share Awards granted to non-employee
Directors of the Savings Bank shall not exceed 30% of the total Plan Share
Reserve in the aggregate under the Plan or 5% of the total Plan Share Reserve to
any individual non-employee Director.
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Article VII
EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 Earnings Plan Shares; Forfeitures.
(a) General Rules. Unless the Committee shall specifically state to the
contrary at the time a Plan Share Award is granted, Plan Shares subject to an
Award shall be earned and non-forfeitable by a Participant at the rate of
one-fifth of such Award following one year after the granting of such Award, and
an additional one-fifth following each of the next four successive years;
provided that such Participant remains an Employee, Director, or Director
Emeritus during such period. Notwithstanding anything herein to the contrary, in
no event shall a Plan Share Award granted hereunder be earned and non-
forfeitable by a Participant more rapidly than at the rate of one-fifth of such
Award as of the one year anniversary of the date of grant and an additional
one-fifth following each of the next four successive years.
(b) Revocation for Misconduct. Notwithstanding anything herein to the
contrary, the Board may, by resolution, immediately revoke, rescind and
terminate any Plan Share Award, or portion thereof, previously awarded under
this Plan, to the extent Plan Shares have not been delivered thereunder to the
Participant, whether or not yet earned, in the case of a Participant who is
discharged from the employ or service of the Parent, Savings Bank or a
Subsidiary for Cause, or who is discovered after termination of employment or
service to have engaged in conduct that would have justified termination for
Cause. A determination of Cause shall be made by the Board within its sole
discretion.
(c) Exception for Terminations Due to Death or Disability. Notwithstanding
the general rule contained in Section 7.01(a) above, all Plan Shares subject to
a Plan Share Award held by a Participant whose employment or service with the
Parent, Savings Bank or a Subsidiary terminates due to death or Disability,
shall be deemed earned and nonforfeitable as of the Participant's last date of
employment or service with the Parent, Savings Bank or Subsidiary and shall be
distributed as soon as practicable thereafter.
(d) Exception for Termination after a Change in Control. Notwithstanding
the general rule contained in Section 7.01 above, all Plan Shares subject to a
Plan Share Award held by a Participant shall be deemed to be immediately 100%
earned and non-forfeitable in the event of a Change in Control of the Parent or
Savings Bank and shall be distributed as soon as practicable thereafter;
provided that such accelerated vesting is not inconsistent with applicable
regulations of the OTS or other appropriate banking regulator at the time of
such Change in Control.
7.02 Accrual and Payment of Dividends. A holder of a Plan Share Award,
whether or not earned, shall also be entitled to receive an amount equal to any
cash dividends declared and paid with respect to shares of Common Stock
represented by such Plan Share Award between the date the relevant Plan Share
Award was granted to such Participant and the date the Plan Shares are
distributed. Such cash dividend amounts shall be held in arrears under the Trust
and distributed upon the earning of the applicable Plan Share Award. Such
payment shall also include an appropriate amount of earnings, if any, of the
Trust assets with respect to any cash dividends so distributed.
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7.03 Distribution of Plan Shares.
(a) Timing of Distributions: General Rule. Except as provided in
Subsections (d) and (e) below, Plan Shares shall be distributed to the
Participant or his Beneficiary, as the case may be, as soon as practicable after
they have been earned. No fractional shares shall be distributed.
Notwithstanding anything herein to the contrary, at the discretion of the
Committee, Plan Shares may be distributed prior to such Shares being 100%
earned, provided that such Plan Shares shall contain a restrictive legend
detailing the applicable limitations of such shares with respect to transfer and
forfeiture.
(b) Form of Distribution. All Plan Shares, together with any shares
representing stock dividends, shall be distributed in the form of Common Stock.
One share of Common Stock shall be given for each Plan Share earned. Payments
representing cash dividends (and earnings thereon) shall be made in cash.
Notwithstanding anything within the Plan to the contrary, upon a Change in
Control whereby substantially all of the Common Stock of the Company shall be
acquired for cash, all Plan Shares associated with Plan Share Awards, together
with any shares representing stock dividends associated with Plan Share Awards,
shall be, at the sole discretion of the Committee, distributed as of the
effective date of such Change in Control, or as soon as administratively
feasible thereafter, in the form of cash equal to the consideration received in
exchange for such Common Stock represented by such Plan Shares.
(c) Withholding. The Trustee may withhold from any payment or distribution
made under this Plan sufficient amounts of cash or shares of Common Stock
necessary to cover any applicable withholding and employment taxes, and if the
amount of such payment or distribution is not sufficient, the Trustee may
require the Participant or Beneficiary to pay to the Trustee the amount required
to be withheld in taxes as a condition of delivering the Plan Shares. The
Trustee shall pay over to the Parent, Savings Bank or Subsidiary which employs
or employed such Participant any such amount withheld from or paid by the
Participant or Beneficiary.
(d) Timing: Exception for 10% Shareholders. Notwithstanding Subsection (a)
above, no Plan Shares may be distributed prior to the date which is five years
from the effective date of the Conversion to the extent the Participant or
Beneficiary, as the case may be, would after receipt of such Shares own in
excess of ten percent (10%) of the issued and outstanding shares of Common Stock
held by parties other than Parent, unless such action is approved in advance by
a majority vote of disinterested directors of the Board of the Parent. Any Plan
Shares remaining undistributed solely by reason of the operation of this
Subsection (d) shall be distributed to the Participant or his Beneficiary on the
date which is five years from the effective date of the Conversion.
(e) Regulatory Exceptions. No Plan Shares shall be distributed, however,
unless and until all of the requirements of all applicable law and regulation
shall have been fully complied with, including the receipt of approval of the
Plan by the stockholders of the Parent by such vote, if any, as may be required
by applicable law and regulations as determined by the Board.
7.04 Voting of Plan Shares. After a Plan Share Award has become earned and
non- forfeitable, the Participant shall be entitled to direct the Trustee as to
the voting of the Plan Shares which are associated with the Plan Share Award and
which have not yet been distributed pursuant to Section 7.03, subject to rules
and procedures adopted by the Committee for this purpose. All shares of Common
Stock held by the Trust as to which Participants are not entitled to direct, or
have not directed, the voting of such Shares, shall be voted by the Trustee as
directed by the Committee.
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Article VIII
TRUST
8.01 Trust. The Trustee shall receive, hold, administer, invest and make
distributions and disbursements from the Trust in accordance with the provisions
of the Plan and Trust and the applicable directions, rules, regulations,
procedures and policies established by the Committee pursuant to the Plan.
8.02 Management of Trust. It is the intention of this Plan and Trust that
the Trustee shall have complete authority and discretion with respect to the
management, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock
to the fullest extent practicable, except to the extent that the Trustee
determines that the holding of monies in cash or cash equivalents is necessary
to meet the obligations of the Trust. In performing their duties, the Trustees
shall have the power to do all things and execute such instruments as may be
deemed necessary or proper, including the following powers:
(a) To invest up to one hundred percent (100%) of all Trust assets in the
Common Stock without regard to any law now or hereafter in force limiting
investments for Trustees or other fiduciaries. The investment authorized
herein may constitute the only investment of the Trust, and in making such
investment, the Trustee is authorized to purchase Common Stock from the
Parent or from any other source, and such Common Stock so purchased may be
outstanding, newly issued, or treasury shares.
(b) To invest any Trust assets not otherwise invested in accordance with
(a) above in such deposit accounts, and certificates of deposit (including
those issued by the Savings Bank), obligations of the United States
government or its agencies or such other investments as shall be considered
the equivalent of cash.
(c) To sell, exchange or otherwise dispose of any property at any time held
or acquired by the Trust.
(d) To cause stocks, bonds or other securities to be registered in the name
of a nominee, without the addition of words indicating that such security
is an asset of the Trust (but accurate records shall be maintained showing
that such security is an asset of the Trust).
(e) To hold cash without interest in such amounts as may be in the opinion
of the Trustee reasonable for the proper operation of the Plan and Trust.
(f) To employ brokers, agents, custodians, consultants and accountants.
(g) To hire counsel to render advice with respect to their rights, duties
and obligations hereunder, and such other legal services or representation
as they may deem desirable.
(h) To hold funds and securities representing the amounts to be distributed
to a Participant or his Beneficiary as a consequence of a dispute as to the
disposition thereof, whether in a segregated account or held in common with
other assets.
B-8
<PAGE>
Notwithstanding anything herein contained to the contrary, the Trustee
shall not be required to make any inventory, appraisal or settlement or report
to any court, or to secure any order of a court for the exercise of any power
herein contained, or to maintain bond.
8.03 Records and Accounts. The Trustee shall maintain accurate and detailed
records and accounts of all transactions of the Trust, which shall be available
at all reasonable times for inspection by any legally entitled person or entity
to the extent required by applicable law, or any other person determined by the
Committee.
8.04 Earnings. All earnings, gains and losses with respect to Trust assets
shall be allocated in accordance with a reasonable procedure adopted by the
Committee, to bookkeeping accounts for Participants or to the general account of
the Trust, depending on the nature and allocation of the assets generating such
earnings, gains and losses. In particular, any earnings on cash dividends
received with respect to shares of Common Stock shall be allocated to accounts
for Participants, except to the extent that such cash dividends are distributed
to Participants, if such shares are the subject of outstanding Plan Share
Awards, or, otherwise to the Plan Share Reserve.
8.05 Expenses. All costs and expenses incurred in the operation and
administration of this Plan, including those incurred by the Trustee, shall be
paid by the Savings Bank.
8.06 Indemnification. Subject to the requirements and limitations of
applicable laws and regulations, the Parent and the Savings Bank shall
indemnify, defend and hold the Trustee harmless against all claims, expenses and
liabilities arising out of or related to the exercise of the Trustee's powers
and the discharge of their duties hereunder, unless the same shall be due to
their gross negligence or willful misconduct.
Article IX
MISCELLANEOUS
9.01 Adjustments for Capital Changes. The aggregate number of Plan Shares
available for issuance pursuant to the Plan Share Awards and the number of
Shares to which any Plan Share Award relates shall be proportionately adjusted
for any increase or decrease in the total number of outstanding shares of Common
Stock issued subsequent to the effective date of the Plan resulting from any
split, subdivision or consolidation of the Common Stock or other capital
adjustment, change or exchange of the Common Stock, or other increase or
decrease in the number or kind of shares effected without receipt or payment of
consideration by the Parent.
9.02 Amendment and Termination of the Plan. The Board may, by resolution,
at any time, amend or terminate the Plan. The power to amend or terminate the
Plan shall include the power to direct the Trustee to return to the Parent all
or any part of the assets of the Trust, including shares of Common Stock held in
the Plan Share Reserve, as well as shares of Common Stock and other assets
subject to Plan Share Awards which have not yet been earned by the Participants
to whom they have been awarded. However, the termination of the Trust shall not
affect a Participant's right to earn Plan Share Awards and to the distribution
of Common Stock relating thereto, including earnings thereon, in accordance with
the terms of this Plan and the grant by the Committee or the Board.
Notwithstanding the foregoing, no action of the Board may increase (other than
as provided in Section 9.01 hereof) the maximum number of Plan Shares permitted
to be awarded under the Plan as specified at Section 5.03, materially increase
B-9
<PAGE>
the benefits accruing to Participants under the Plan or materially modify
the requirements for eligibility for participation in the Plan unless such
action of the Board shall be subject to ratification by the stockholders of the
Parent.
9.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall not
be transferable by a Participant, and during the lifetime of the Participant,
Plan Shares may only be earned by and paid to the Participant who was notified
in writing of the Award by the Committee pursuant to Section 6.03. No
Participant or Beneficiary shall have any right in or claim to any assets of the
Plan or Trust, nor shall the Parent, Savings Bank, or any Subsidiary be subject
to any claim for benefits hereunder.
9.04 No Employment Rights. Neither the Plan nor any grant of a Plan Share
Award or Plan Shares hereunder nor any action taken by the Trustee, the
Committee or the Board in connection with the Plan shall create any right,
either express or implied, on the part of any Participant to continue in the
employ or service of the Parent, Savings Bank, or a Subsidiary thereof.
9.05 Voting and Dividend Rights. No Participant shall have any voting or
dividend rights of a stockholder with respect to any Plan Shares covered by a
Plan Share Award, except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to such Participant.
9.06 Governing Law. The Plan and Trust shall be governed by and construed
under the laws of the State of Wyoming, except to the extent that Federal Law
shall be deemed applicable.
9.07 Effective Date. The Plan shall be effective as of the date of approval
of the Plan by stockholders of the Parent, subject to the receipt of approval or
non-objection by the OTS or other applicable banking regulator, if applicable.
9.08 Term of Plan. This Plan shall remain in effect until the earlier of
(i) termination by the Board, (ii) the distribution of all assets of the Trust,
or (iii) 21 years from the Effective Date. Termination of the Plan shall not
effect any Plan Share Awards previously granted, and such Plan Share Awards
shall remain valid and in effect until they have been earned and paid, or by
their terms expire or are forfeited.
9.09 Tax Status of Trust. It is intended that the Trust established hereby
shall be treated as a grantor trust of the Savings Bank under the provisions of
Section 671 et seq. of the Internal Revenue Code of 1986, as amended, as the
same may be amended from time to time.
B-10
<PAGE>
ANNEX A
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET
BUFFALO, WYOMING 82834
(307) 684-5591
SPECIAL MEETING OF STOCKHOLDERS
October 2, 1996
The undersigned hereby appoints the Board of Directors of Crazy Woman
Creek Bancorp Incorporated (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Special Meeting of Stockholders (the "Meeting"), to be held at the main
office of the Company, 106 Fort Street, Buffalo, Wyoming on October 2, 1996, at
3:00 p.m. and at any and all adjournments thereof, in the following manner:
FOR AGAINST ABSTAIN
------- --------- ---------
1. The approval of the
Crazy Woman Creek Bancorp Incorporated
1996 Stock Option Plan. |_| |_| |_|
2. The approval of the
Buffalo Federal Savings Bank Management
Stock Bonus Plan. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof. If necessary, the Meeting will be adjourned to solicit additional
proxies with respect to approval of the Crazy Woman Creek Bancorp Incorporated
1996 Stock Option Plan and the Buffalo Federal Savings Bank Management Stock
Bonus Plan.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR EACH OF 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 MEETING.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elects to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Special Meeting of Stockholders and a
Proxy Statement dated August 22, 1996.
Dated:_____________________________, 1996 |_| Please check here if you
plan to attend the Meeting.
________________________________ ______________________________
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.
<PAGE>
ANNEX B
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Crazy Woman Creek Bancorp Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(i)(2) or Item 22(a)(2) of Schedule 14A.
|_| $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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing
fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
