UNION PLANTERS CORP
S-8, 2000-04-27
NATIONAL COMMERCIAL BANKS
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<PAGE>   1

     As filed with the Securities and Exchange Commission on April 27, 2000

                                                      File No. 333-_____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Union Planters Corporation

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                    <C>
         Tennessee                                                              62-0859007
- ----------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)         (I.R.S. Employer Identification No.)
</TABLE>

              7130 Goodlett Farms Parkway, Memphis, Tennessee 38018

          (Address, including zip code, of Principal Executive Offices)

                  Strategic Outsourcing, Inc. Stock Option Plan

                            (Full Title of the Plan)

E. James House, Jr.                                   Copy to:
Secretary and Manager of the Legal Department         Cynthia W. Young
Union Planters Corporation                            Wyatt, Tarrant & Combs
7130 Goodlett Farms Parkway                           2800 Citizens Plaza
Memphis, Tennessee 38018                              Louisville, Kentucky 40202
(901) 580-6596                                        (502) 589-5235

- --------------------------------------------------------------------------------
(Name, address and telephone number,
including area code, of agent for service)

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------------------------------
                                           Proposed maximum    Proposed maximum
  Title of securities     Amount to be      offering price    aggregate offering        Amount of
   to be registered        registered        per share(1)           price(1)        registration fee
- --------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                <C>                   <C>
Common Stock, $5.00      $137,786          $16.65             $830,482              $219.25
par value (and
associated Preferred
Share Purchase Rights)(2)
- --------------------------------------------------------------------------------------------------------
</TABLE>

(1) Determined in accordance with Rule 457(h) on the basis of the prices at
which options can be exercised. (Options can be exercised at prices ranging from
$.53 to $16.65 per share; the average option exercise price is $6.027
per share.)

(2) Includes Union Planters Preferred Share Purchase Rights. Prior to the
occurrence of certain events, these rights will not be exercisable or evidenced
separately from the Common Stock. The amount of Common Stock to be registered
hereby includes 137,786 shares of Common Stock to be issued under the Stock
Option Plan; plus such additional shares as may be issued pursuant to the
anti-dilution provisions thereof to reflect stock splits, stock dividends or
similar transactions pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Securities Act").


                                                                    Page 1 of 18
<PAGE>   2




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

                  1.       The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999;

                  2.       The Registrant's Current Reports on Form 8-K dated
January 20, 2000 and April 20, 2000;

                  3.       The description of the Registrant's Preferred Share
Purchase Rights set forth in the Registrant's Registration Statement on Form 8-A
dated and filed January 22, 1999 (SEC File No. 001-10160); and

                  4.       The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement under Section 12(b) of the
Securities Exchange Act of 1934 and any amendment or report filed for the
purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.


                                                                    Page 2 of 18
<PAGE>   3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of the Registrant's Common Stock offered
pursuant to the Registration Statement will be passed upon by E. James House,
Jr., Secretary and Manager of the Legal Department of the Registrant. E. James
House, Jr. is an officer of and receives compensation from the Registrant, and
owns shares and holds options to acquire shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Charter of the Registrant provides as follows:

                  TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:

         To the fullest extent permitted by Tennessee law, the Corporation may
         indemnify or purchase and maintain insurance to indemnify any of its
         directors, officers, employees or agents and any persons who may serve
         at the request of the Corporation as directors, officers, employees,
         trustees or agents of any other corporation, firm, association,
         national banking association, state-chartered bank, trust company,
         business trust, organization or any other type of entity whether or not
         the Corporation shall have any ownership interest in such entity. Such
         indemnification(s) may be provided for in the Bylaws, or by resolution
         of the Board of Directors or by appropriate contract with the person
         involved.

Article V, INDEMNIFICATION, of the Registrant's Amended and Restated Bylaws
provides as follows:

         The Corporation does hereby indemnify its directors and officers to the
         fullest extent permitted by the laws of the State of Tennessee and by
         ARTICLE TWELVE of its Charter. The Corporation may indemnify any other
         person to the extent permitted by the Charter and by applicable law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

         See Exhibit Index, which is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:


                                                                    Page 3 of 18
<PAGE>   4

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
Section 10 (a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities being
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is


                                                                    Page 4 of 18
<PAGE>   5

asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                                                    Page 5 of 18
<PAGE>   6


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on the 20th day of
April, 2000.

                                    UNION PLANTERS CORPORATION


                                    By:   /s/ Benjamin W. Rawlins, Jr.
                                        ----------------------------------
                                             Benjamin W. Rawlins, Jr.
                                             Chairman of the Board and
                                             Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. James House, Jr. and M. Kirk Walters,
and each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons as of the 20th day of April, 2000 in the capacities indicated.

<TABLE>
<CAPTION>
NAME                                        CAPACITY                                    DATE
<S>                                         <C>                                     <C>

 /s/ Benjamin W. Rawlins, Jr.               Chairman of the Board, Chief            April 20, 2000
- -----------------------------               Executive Officer and Director
Benjamin W. Rawlins, Jr.
(Principal Executive Officer)

 /s/ Jackson W. Moore                       President, Chief Operating Officer      April 20, 2000
- ----------------------
Jackson W. Moore  and Director
</TABLE>


                                                                    Page 6 of 18
<PAGE>   7

<TABLE>
<S>                                         <C>                                     <C>
 /s/ Bobby L. Doxey                         Senior Executive Vice President         April 20, 2000
- -------------------                         and Chief Financial Officer
Bobby L. Doxey                              (Principal Financial Officer)


 /s/ M. Kirk Walters                        Senior Vice President, Treasurer        April 20, 2000
- ---------------------                       and Chief Accounting Officer
M. Kirk Walters


 /s/ Albert M. Austin                                   Director                    April 20, 2000
- ---------------------
Albert M. Austin


 /s/ George W. Bryan                                    Director                    April 20, 2000
- --------------------
George W. Bryan


 /s/ James E. Harwood                                   Director                    April 20, 2000
- ---------------------
James E. Harwood


 /s/ Parnell S. Lewis, Jr.                              Director                    April 20, 2000
- --------------------------
Parnell S. Lewis, Jr.


 /s/ V. Lane Rawlins                                    Director                    April 20, 2000
- --------------------
V. Lane Rawlins
</TABLE>


                                                                    Page 7 of 18
<PAGE>   8
<TABLE>
<S>                                                     <C>                         <C>
 /s/ Donald F. Schuppe                                  Director                    April 20, 2000
- ----------------------
Donald F. Schuppe


- -----------------                                       Director
David M. Thomas


- ------------------------                                Director
Richard A. Trippeer, Jr.


 /s/ Spence L. Wilson                                   Director                    April 20, 2000
- ---------------------
Spence L. Wilson
</TABLE>

                                                                    Page 8 of 18
<PAGE>   9


                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>
Exhibit Number                               Description
<S>               <C>

      4.1         Amended and Restated Charter of Union Planters Corporation.
                  (Incorporated by reference to Exhibit 3 to the Registrant's
                  Registration Statement on Form 8-A dated and filed January 22,
                  1999 (SEC File No. 001-10160))

      4.2         Amended and Restated Bylaws of Union Planters Corporation.
                  (Incorporated by reference to Exhibit 3(b) to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter year ended
                  September 30, 1999 (File No. 0-10160))

      4.3         Rights Agreement, dated January 19, 1999, by and between Union
                  Planters Corporation and Union Planters Bank, N.A.
                  (Incorporated by reference to Exhibit 2 to the Registrant's
                  Registration Statement on Form 8-A dated and filed January 22,
                  1999 (SEC File No. 001-10160))

      5.1         Opinion of E. James House, Jr.,Secretary and Manager of the
                  Legal Department of Union Planters Corporation, as to the
                  validity of the shares of the Common Stock of Union Planters
                  Corporation.

     23.1         Consent of E. James House, Jr.,Secretary and Manager of the
                  Legal Department of Union Planters Corporation (included in
                  Exhibit 5.1).

     23.2         Consent of PricewaterhouseCoopers LLP

     24.1         Power of Attorney (included on the signature page)

     99.1         Strategic Outsourcing, Inc. Stock Option Plan
</TABLE>



                                                                    Page 9 of 18

<PAGE>   1

                                                                     EXHIBIT 5.1





                                 April 26, 2000


Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018

Re:      137,786 Shares of the Common Stock, $5.00 Par Value Per Share of
         Union Planters Corporation, a Tennessee Corporation ("UPC")

Gentlemen:

         The undersigned has participated in the preparation of a registration
statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 137,786 shares
of UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock") which may
be issued by UPC pursuant to The Strategic Outsourcing, Inc. Stock Option Plan
(the "Plan").

         For purposes of rendering the opinion expressed herein, the undersigned
has examined UPC's corporate charter and all amendments thereto; UPC's by-laws
and amendments thereto; and such of UPC's corporate records as the undersigned
has deemed necessary and material to rendering the undersigned's opinion. The
undersigned has relied upon certificates of public officials and representations
of UPC officials, and has assumed that all documents examined by the undersigned
as originals are authentic, that all documents submitted to the undersigned as
photocopies are exact duplicates of original documents, and that all signatures
on all documents are genuine.

         Further, the undersigned is familiar with and has supervised all
corporate action taken in connection with the authorization of the issuance and
offering of the subject securities.

         Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:

         1.       UPC is a duly organized and validly existing corporation in
good standing under the laws of the State of Tennessee and has all requisite
power and authority to issue, sell and deliver the subject securities, and to
carry on its business and own its property; and





<PAGE>   2



         2.       The shares of UPC Common Stock to be issued by UPC pursuant to
the Plan will be duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.

                  The opinion expressed above is limited by the following
assumptions, qualifications and exceptions:

         (a)      The undersigned is licensed to practice law only in the State
                  of Tennessee and expressed no opinion with respect to the
                  effect of any laws other than those of the State of Tennessee
                  and of the United States of America.

         (b)      The opinion stated herein is based upon statutes, regulations,
                  rules, court decisions and other authorities existing and
                  effective as of the date of this opinion, and the undersigned
                  undertakes no responsibility to update or supplement said
                  opinion in the event of or in response to any subsequent
                  changes in the law or said authorities, or upon the occurrence
                  after the date hereof of events or circumstances that, if
                  occurring prior to the date hereof, might have resulted in a
                  different opinion.

         (c)      This opinion is limited to the legal matters expressly set
                  forth herein, and no opinion is to be implied or inferred
                  beyond the legal matters expressly so addressed.

         The undersigned hereby consents to the undersigned being named as a
party rendering a legal opinion under the caption "Legal Opinions" in the
Prospectus constituting part of the Registration Statement and to the filing of
this opinion with the Securities and Exchange Commission as well as all state
regulatory bodies and jurisdictions where qualification is sought for the sale
of the subject securities.

         The undersigned is an Officer of, and receives compensation from UPC
and therefore, is not independent from UPC.

                                                     Yours very truly,

                                                     UNION PLANTERS CORPORATION

                                    `                /s/ E. James House, Jr.

                                                     E. James House, Jr.
                                                     Manager, Legal Division


EJH/gb

<PAGE>   1


                                                                    EXHIBIT 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 20, 2000
relating to the financial statements, which appears on page 71 in the 1999
Annual Report to Shareholders of Union Planters Corporation, which is
incorporated by reference in Union Planters Corporation's Annual Report on Form
10-K for the year ended December 31, 1999.


/s/ PricewaterhouseCoopers LLP

April 26, 2000
Memphis, Tennessee



<PAGE>   1

                                                                    EXHIBIT 99.1


                THE STRATEGIC OUTSOURCING, INC. STOCK OPTION PLAN

         1. PURPOSE. This Plan is intended to assist the Corporation in
maintaining and developing strong management and in encouraging the ability and
industry which contributes materially to the success of the business of the
Corporation by providing stock options to Key Employees in addition to salaries
and other forms of compensation. To this end the Plan will promote the ownership
of the Corporation's Common Stock by Key Employees and thereby increase their
proprietary interest in the success of the Corporation. In furtherance of this
purpose, both Incentive Stock Options and Non-Qualified Stock Options may be
granted under the Plan.

         2. DEFINITIONS. Whenever used in the Plan, unless the context clearly
indicates otherwise, the following terms shall have the following meanings:

         a. BOARD means the Board of Directors of the Corporation.

         b. CODE means the Internal Revenue Code of 1986.

         c. COMMON STOCK means the $0.01 par value common stock of the
         Corporation and any other stock or securities resulting from the
         adjustment thereof or substitution therefor as described in Paragraph 9
         below.

         d. CORPORATION means Strategic Outsourcing, Inc., a Delaware
         corporation.

         e. DISABILITY means the condition which results when an individual has
         become permanently and totally disabled within the meaning of Section
         22(e)(3) of the Code.

         f. FAIR MARKET VALUE, with respect to a share of Common Stock at a
         particular time, shall be that value as determined by the Board which
         shall be (i) if such Common Stock is listed on a national securities
         exchange or traded on the National Market System, the closing price of
         the Common Stock reported on said national securities exchange or the
         National Market System on said date, or, if no sales occur on said
         date, then on the next preceding date on which there were such sales of
         Common Stock, (ii) if the Common Stock shall not be listed on a
         national securities exchange or traded on the National Market System,
         the closing price reported by the National Association of Securities
         Dealers, Inc. for the over-the-counter market on said date or, if no
         closing price is reported on said date, then on the next preceding date
         on which there was such a closing price, or (iii) if at any time such
         price for the Common Stock shall not be reported by the National
         Association of Securities Dealers, Inc. for the over-the-counter market
         and the Common Stock shall not be listed on any national securities
         exchange or traded on the National Market System, the fair market value
         determined by the Board on the basis of available prices for such
         Common Stock or in such other manner as the Board may deem reasonable.

         g. INCENTIVE STOCK OPTION means an option to purchase shares of Common
         Stock which is granted under the Plan and which qualifies as an
         incentive stock option under Section 422 of the Code.

<PAGE>   2

         h. KEY EMPLOYEE means a regular employee, whether or not a director, of
         the Corporation or a Subsidiary who is an officer or in a managerial or
         other key position, as determined by the Board, and who, in the opinion
         of the Board, has demonstrated a capacity for contributing in a
         substantial measure to the success of the business and operations of
         the Corporation or a Subsidiary.

         i. NON-QUALIFIED OPTION means an option to purchase shares of Common
         Stock which is granted under the Plan and which is not an Incentive
         Stock Option.

         j. PARENT means a "parent corporation" within the meaning of Section
         424(e) of the Code and the Regulations thereunder.

         k. PLAN means the Strategic Outsourcing, Inc. Stock Option Plan as set
         forth in this instrument, as the same may be amended from time to time.

         l. REGULATIONS means regulations promulgated by the United States
         Department of Treasury and in effect with respect to the Code.

         m. RETIREMENT means the termination of an employee's employment with
         the Corporation, its Subsidiaries and any Parent for any reason, by any
         party and at any time on or after the last day of the calendar month
         immediately preceding the month in which the employee attains the age
         of 60 years.

         n. STOCK OPTION AGREEMENT means the written agreement between a Key
         Employee and the Corporation evidencing the grant of an option under
         the Plan and setting forth the terms and conditions thereof and
         expressly stating whether the option granted therein is an Incentive
         Stock Option or a Non-Qualified Option.

         o. SUBSIDIARY means a "subsidiary corporation" within the meaning of
         Section 424(f) of the Code and the Regulations thereunder.

         p. SUCCESSOR CORPORATION means a corporation, or a parent or subsidiary
         corporation of such corporation, which issues or assumes a stock option
         in a transaction to which Section 424(a) of the Code applies.

Further, unless the context or an express reference indicates otherwise, the
term "option" as used in the Plan refers to both Incentive Stock Options and
Non-Qualified Stock Options.

         3. ADMINISTRATION. The Plan shall be administered by the Board or a
duly authorized committee of the Board. The Board shall have all of the powers
necessary to enable it properly to carry out its duties under the Plan,
including the power to delegate to a duly authorized committee of the Board the
powers of the Board hereunder, and not in limitation of the foregoing, the Board
shall have the power and duty to construe and interpret the Plan and to
determine all questions that


                                       2
<PAGE>   3

shall arise under the Plan, which interpretations and determinations shall be
conclusive and binding upon all persons. The Board may establish from time to
time such regulations, provisions, procedures and conditions of the options, and
the grants thereof, which in its opinion may be advisable in the administration
of the Plan.

         4. ELIGIBILITY. Only Key Employees shall be eligible to be granted
options to purchase Common Stock under the Plan. The Board shall, from time to
time, determine (i) those Key Employees to whom options shall be granted, (ii)
whether the options to be granted shall be Incentive Stock Options or
Non-Qualified Options, and (iii) the number of shares and conditions of each
such option. The Board shall then grant such options. Further, no Key Employee
shall be eligible to receive any Incentive Stock Option hereunder who, within
the meaning of Section 422(b)(6) of the Code, at the time the option is granted
owns stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation or of its Parent or Subsidiary
corporations.

         5. SHARES AVAILABLE FOR OPTION. The Board shall reserve for the
purposes of the Plan, out of the authorized but unissued Common Stock, a total
of 339,869 shares of Common Stock (or the number and kind of shares of stock or
other securities which, in accordance with Paragraph 9 of the Plan, shall be
substituted for such shares or to which said shares shall be adjusted). The
number of shares of Common Stock with respect to which options may be granted
hereunder shall not exceed 339,869 (subject to adjustment in accordance with
said Paragraph 9), which options in the discretion of the Board may be either
Incentive Stock Options or Non-Qualified Options or a combination of both. In
the event that an option granted under the Plan to any Key Employee expires or
is terminated unexercised as to any shares covered thereby, such shares shall
thereafter be available for the granting of options under the Plan.

         6. GRANT OF OPTIONS. Subject to the provisions of the Plan, the Board
shall have full and final authority to select the Key Employees to whom options
shall be awarded and to determine (i) the number of shares to be covered by each
option, (ii) whether the option to be granted shall be an Incentive Stock Option
or a Non-Qualified Option, and (iii) the consideration to the Corporation for
the granting of options, as well as the conditions, if any, which it may deem
appropriate to ensure that such consideration will be received by, or will
accrue to, the Corporation. In the discretion of the Board such consideration
need not be the same, but may vary for options granted under the Plan at the
same time or from time to time. In addition, as a condition to the grant of any
option hereunder or the issuance of Common Stock pursuant to the exercise of any
option granted hereunder, the Board may require that a Key Employee enter into,
or agree to enter into, such shareholder, restrictive stock or other agreements
affecting the ownership of Common Stock as the Board shall determine in its
discretion. The Board may grant more than one option to a Key Employee during
the term of the Plan, and any such option may be in addition to, or in
substitution for, one or more options previously granted. Each option shall be
confirmed by a Stock Option Agreement. Subject to the terms and conditions and
within the limitations of the Plan, the Board may modify, extend, replace or
renew outstanding options granted under the Plan, or accept the surrender of
outstanding options under the Plan (to the extent not theretofore exercised) and
grant


                                       3
<PAGE>   4

new options in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of an option shall,
without the consent of the affected optionee, alter or impair any rights or
obligations under any option theretofore granted under the Plan.

         7. OPTION PRICE. The Board shall establish the option exercise price at
the time an option is granted. An Incentive Stock Option shall have an option
exercise price per share of Common Stock not less than 100% of the Fair Market
Value per share of Common Stock subject to said option at the time said option
is granted. The option price of Non-Qualified Options granted hereunder may in
the discretion of the Board be greater than, less than or equal to the Fair
Market Value per share of Common Stock at the time such options are granted.

         8. EXERCISE OF OPTIONS.

         a. Subject to the further provisions of this Paragraph 8, each option
         granted under the Plan shall be exercisable at such times and on such
         conditions as may be determined by the Board at the time of the grant.
         In the event any option is exercisable in installments, the right to
         purchase shares pursuant to the exercise of the option shall be
         cumulative, so that when the right to purchase any shares has accrued,
         such shares or any part thereof may be purchased at any time thereafter
         until the expiration or termination of the option. The terms and
         conditions under which an option may be exercised after an optionee's
         termination of employment with the Corporation, a Parent or Subsidiary
         of the corporation or Successor Corporation shall be determined by the
         Board.

         b. The Board shall determine the term of each option at the time of the
         grant; PROVIDED, HOWEVER, no Incentive Stock Option granted hereunder
         shall be exercisable after the expiration of ten (10) years from the
         date it is granted.

         c. Options granted under the Plan shall not be transferable by the
         optionee other than by will, or if the optionee dies intestate, by the
         laws of descent and distribution of the state of the optionee's
         domicile at the time of the optionee's death.

         d. The option price for each share of Common Stock purchased pursuant
         to the exercise of each option shall, at the time of the exercise of
         the option, be paid in full (i) in cash or (ii) with the consent of the
         Board, in whole or in part in shares of Common Stock or in options to
         purchase Common Stock held by the optionee. Any such shares of Common
         Stock or options to purchase Common Stock so accepted in payment of any
         part of the option price shall not serve to increase the number of
         shares of Common Stock otherwise available for issuance under the Plan.
         Each purchased share shall be issued and delivered to the person
         entitled thereto at Charlotte, North Carolina.

         e. To the extent that an option is not exercised within the period of
         time prescribed therefor as set forth in the Plan or the Stock Option
         Agreement with respect to such option, the option shall lapse and all
         rights of the optionee thereunder shall terminate. The exercise


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         of Non-Qualified Options granted hereunder shall not affect the
         exercise of Incentive Stock Options granted hereunder or vice versa.

         9. ADJUSTMENT OF NUMBER OF SHARES. In the event that a dividend shall
be declared upon Common Stock payable in shares of Common Stock, the number of
shares of Common Stock then subject to any such option and the number of shares
reserved for issuance pursuant to the Plan but not yet covered by an option
shall be adjusted by adding to each such share the number of shares which would
be distributable thereon if such share had been outstanding on the date fixed
for determining the shareholders entitled to receive such stock dividend. In the
event that the outstanding shares of Common Stock shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Corporation or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each share of Common Stock
subject to any such option and for each share of Common Stock reserved for
issuance pursuant to the Plan but not yet covered by an option, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be
exchanged. In the event there shall be any change, other than as specified above
in this Paragraph 9, in the number or kind of outstanding shares of Common Stock
or of any stock or other securities into which such Common Stock shall have been
changed or for which it shall have been exchanged, then if the Board shall in
its sole discretion determine that such change equitably requires an adjustment
in the number or kind of shares theretofore reserved for issuance pursuant to
the Plan but not yet covered by an option and of the shares then subject to an
option or options, such adjustment shall be made by the Board and shall be
effective and binding for all purposes of the Plan and each Stock Option
Agreement entered into under the Plan. In the case of any such substitution or
adjustment as provided for in this Paragraph 9 the option price in each Stock
Option Agreement for each share covered thereby prior to such substitution or
adjustment will be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such share shall
have been adjusted pursuant to this Paragraph 9. No adjustment or substitution
provided for in this Paragraph 9 shall require the Corporation in any Stock
Option Agreement to issue a fractional share and the total substitution or
adjustment with respect to each Stock Option Agreement shall be limited
accordingly.

         10. AMENDMENT OF PLAN. The Board shall have the right to amend, suspend
or terminate the Plan at any time provided that except as and to the extent
authorized and permitted by Paragraph 9 above, no amendment shall be made which
shall (i) increase the total number of shares which may be issued and sold
pursuant to options granted under the Plan, (ii) decrease the minimum option
price in the case of Incentive Stock Options, (iii) change the class of
employees eligible to receive option, or (iv) withdraw the administration of the
Plan from the Board or a duly authorized committee of the Board, unless such
amendment is made by or with the approval of the shareholders of the
Corporation. Notwithstanding the foregoing, the Board shall have the right
without shareholder approval to amend the Plan in any manner necessary to
qualify the Plan as a plan under which Incentive Stock Option may be granted or
to change the Plan in any manner not previously permitted by the Code for
Incentive Stock Options but authorized by amendments to the Code


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<PAGE>   6

enacted subsequent to the effective date of the Plan, regardless of whether such
amendment is mandatory or permissive under the Code or expands or restricts the
Plan, unless such shareholder approval is required by the Code, Regulations or
by any other applicable law.

         11. INDEMNIFICATION OF BOARD. The members of the Board shall be
indemnified by the Corporation to the fullest extent permitted by Delaware law.

         12. COMPLIANCE WITH LAW AND OTHER CONDITIONS. No shares shall be issued
pursuant to the exercise of any option granted under the Plan prior to
compliance by the Corporation to the satisfaction of its counsel with any
applicable laws or regulations.

         13. GOOD FAITH ATTEMPTS. To the extent consistent with Section
422(c)(1) of the Code and the Regulations thereunder, the requirement set forth
in Paragraph 7 of the Plan that the option price of an Incentive Stock Option
granted under the Plan be not less than 100% of the Fair Market Value of the
Common Stock subject to such option at the time such option is granted shall be
considered to have been met if the Board has made a good faith attempt to meet
the requirements of Section 422(b)(4) of the Code and the Regulations
thereunder, as applicable, and such requirements are considered to have been met
pursuant to Section 422(c)(1) of the Code.

         14. CONSTRUCTION. It is intended that all Incentive Stock Options
granted under the Plan shall constitute "incentive stock options" under Section
422 of the Code and to that end the Plan and all Stock Option Agreements
providing for Incentive Stock Options entered into pursuant to the Plan shall be
construed and interpreted so that all Incentive Stock Options granted under the
Plan shall constitute "incentive stock options" within the meaning of Section
422 of the Code.

         15. EFFECTIVE DATE AND DURATION OF PLAN. The effective date of the Plan
shall be January 22, 1997, subject to approval of the Plan by the Corporation's
stockholders on or before June 30, 1997. No options may be granted under the
Plan subsequent to January 21, 2007.


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