<PAGE>
December 16, 1996
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
Acadiana Bancshares, Inc. The meeting will be held at Les Saisons Room at A
La Carte located at 301 Heymann Boulevard, Lafayette, Louisiana on Tuesday,
January 21, 1997 at 2:00 p.m., Central Time. The matters to be considered by
stockholders at the Special Meeting are described in the accompanying
materials.
The Board of Directors of Acadiana Bancshares, Inc. has determined that
the matters to be considered at the Special Meeting are in the best interests
of the Company and its shareholders. FOR THE REASONS SET FORTH IN THE PROXY
STATEMENT, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH MATTER
TO BE CONSIDERED.
It is very important that your shares be voted at the Special Meeting
regardless of the number you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today
and return it in the envelope provided, even if you plan to attend the
Special Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I thank you for your continued interest and support.
Sincerely,
Jerry Reaux
President and Chief Executive Officer
<PAGE>
ACADIANA BANCSHARES, INC.
107 WEST VERMILION STREET
LAFAYETTE, LOUISIANA 70501
(318) 232-4631
--------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 21, 1997
--------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders ("Special
Meeting") of Acadiana Bancshares, Inc. (the "Company") will be held at Les
Saisons Room at A La Carte located at 301 Heymann Boulevard, Lafayette,
Louisiana on Tuesday, January 21, 1997 at 2:00 p.m., Central Time, for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To consider and approve the adoption of the Company's Stock Option
Plan;
(2) To consider and approve the adoption of the Company's Recognition
and Retention Plan and Trust;
(3) If necessary, to adjourn the Special Meeting to solicit additional
proxies; and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed December 12, 1996 as the voting record
date for the determination of stockholders entitled to notice of and to vote
at the Special Meeting and at any adjournment thereof. Only those
stockholders of record as of the close of business on that date will be
entitled to vote at the Special Meeting or at any such adjournment.
By Order of the Board of Directors
Lawrence Gankendorff
Chairman of the Board
Lafayette, Louisiana
December 16, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF
YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY
YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
ACADIANA BANCSHARES, INC.
------------------
PROXY STATEMENT
------------------
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 16, 1996
This Proxy Statement is furnished to holders of common stock, $0.01 par
value per share ("Common Stock"), of Acadiana Bancshares, Inc. (the
"Company"). The Company acquired all of the stock of LBA Savings Bank (the
"Savings Bank") issued in connection with the Savings Bank's conversion from
mutual to stock form in July 1996 (the "Conversion"). Proxies are being
solicited on behalf of the Board of Directors of the Company to be used at
the Special Meeting of Stockholders ("Special Meeting") to be held at Les
Saisons Room at A La Carte located at 301 Heymann Boulevard, Lafayette,
Louisiana on Tuesday, January 21, 1997 at 2:00 p.m., Central Time, and at any
adjournment thereof for the purposes set forth in the Notice of Special
Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about December 16, 1996.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with
the instructions contained therein. If no contrary instructions are given,
each proxy received will be voted FOR the matters described below and upon
the transaction of such other business as may properly come before the
meeting in accordance with the best judgment of the persons appointed as
proxies. Any stockholder giving a proxy has the power to revoke it at any
time before it is exercised by (i) filing with the Secretary of the Company
written notice thereof (Corporate Secretary, Acadiana Bancshares, Inc., 107
West Vermilion Street, Lafayette, Louisiana 70501); (ii) submitting a
duly-executed proxy bearing a later date; or (iii) appearing at the Special
Meeting and giving the Secretary notice of his or her intention to vote in
person. Proxies solicited hereby may be exercised only at the Special
Meeting and any adjournment thereof and will not be used for any other
meeting.
VOTING
Only stockholders of record of the Company at the close of business on
December 12, 1996 ("Voting Record Date") are entitled to notice of and to
vote at the Special Meeting and at any adjournment thereof. On the Voting
Record Date, there were 2,731,250 shares of Common Stock of the Company
issued and outstanding and the Company had no other class of equity
securities outstanding. Each share of Common Stock is entitled to one vote
at the Special Meeting on all matters properly presented at the Special
Meeting. The
<PAGE>
affirmative vote of the holders of a majority of the total votes eligible to
be cast in person or by proxy at the Special Meeting is required for approval
of the proposals to approve the Company's Stock Option Plan ("Stock Option
Plan") and the Company's Recognition and Retention Plan and Trust
("Recognition Plan"). A majority of the total votes present in person and by
proxy will be required to adjourn the Special Meeting, if such action is
required to be voted on. Because of the required votes, abstentions will
have the same effect as a vote against the proposals with respect to the
Stock Option Plan and the Recognition Plan. Under rules applicable to
broker-dealers, the proposal for adjournment, if necessary, is considered a
"discretionary" item upon which brokerage firms may vote in their discretion
on behalf of their clients if such clients have not furnished voting
instructions and for which there will not be "broker non-votes." The
proposals to approve the Stock Option Plan and the Recognition Plan, however,
are considered "non-discretionary" and for which there may be broker
non-votes. A broker non-vote will have the same effect as a vote against the
proposals to approve the Stock Option Plan and the Recognition Plan.
2
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), who or which
was known to the Company to be the beneficial owner of more than 5% of the
issued and outstanding Common Stock, (ii) the directors of the Company, (iii)
those executive officers of the Company whose salary and bonus exceeded
$100,000 in fiscal 1995, and (iv) all directors and executive officers of the
Company and the Savings Bank as a group.
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group December 12, 1996(1) Common Stock
------------------ -------------------- ------------
Acadiana Bancshares, Inc. 218,500(2) 8.0%
Employee Stock Ownership Plan Trust
107 West Vermilion Street
Lafayette, Louisiana 70501
Directors:
Al W. Beacham, M.D. 6,553(3) *
Lawrence Gankendorff 6,206(4) *
James J. Montelaro 30,000 1.1
William H. Mouton 4,167 *
Jerry Reaux 12,100(5) *
Don J. O'Rourke, Sr. 10,500 *
Kaliste J. Saloom, Jr. 10,174(6) *
All directors and executive officers
of the Company and the Savings Bank
as a group (11 persons) 99,330 3.6
(FOOTNOTES ON FOLLOWING PAGE)
3
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_________________
* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has
or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has
sole voting and dispositive power with respect to the shares.
(2) The Acadiana Bancshares, Inc. Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Acadiana Bancshares, Inc.
Employee Stock Ownership Plan ("ESOP") by an agreement between the
Company and Messrs. Beacham, Mouton and Saloom who act as trustees of
the plan ("Trustees"). As of the Voting Record Date, no shares held in
the Trust had been allocated to the accounts of participating
employees. Since no shares held in the Trust were allocated as of the
Voting Record Date, unallocated shares held in the ESOP will be voted
by the Trustees in accordance with their fiduciary duties as Trustees.
The amount of Common Stock beneficially owned by directors who serve as
Trustees of the ESOP and by all directors and executive officers as a
group does not include the shares held by the Trust.
(3) Includes 2,766 shares held by Dr. Beacham in the Savings Bank's 401(k)
profit sharing plan ("401(k) Plan").
(4) Includes 789 shares held by Mr. Gankendorff in the 401(k) Plan.
(5) Includes 750 shares held by Mr. Reaux's spouse in her Individual
Retirement Account.
(6) Includes 1,000 shares held by Mr. Saloom's spouse.
4
<PAGE>
PROPOSAL TO ADOPT THE STOCK OPTION PLAN
GENERAL
The Board of Directors has adopted the Stock Option Plan which is
designed to attract and retain qualified personnel in key positions, provide
officers and key employees with a proprietary interest in the Company as an
incentive to contribute to the success of the Company and reward key
employees for outstanding performance. The Stock Option Plan is also
designed to retain qualified directors for the Company. The Stock Option
Plan provides for the grant of incentive stock options intended to comply
with the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") ("incentive stock options") and non-qualified or
compensatory stock options (collectively "Awards"). Awards will be available
for grant to directors and key employees of the Company and any subsidiaries,
except that directors will not be eligible to receive incentive stock
options. If stockholder approval is obtained, options to acquire shares of
Common Stock will be awarded to key employees of the Company and the Savings
Bank and directors of the Company with an exercise price equal to the fair
market value of the Common Stock on the date of such approval.
DESCRIPTION OF THE STOCK OPTION PLAN
The following description of the Stock Option Plan is a summary of its
terms and is qualified in its entirety by reference to the Stock Option Plan,
a copy of which is attached hereto as Appendix A.
ADMINISTRATION. The Stock Option Plan is administered and interpreted
by a committee of the Board of Directors ("Committee") that is composed
solely of two or more "Non-Employee Directors."
STOCK OPTIONS. Under the Stock Option Plan, the Board of Directors or
the Committee determines which officers and key employees will be granted
options, whether such options will be incentive or compensatory options, the
number of shares subject to each option, whether such options may be
exercised by delivering other shares of Common Stock and when such options
become exercisable. The per share exercise price of a stock option shall be
equal to the fair market value of a share of Common Stock on the date the
option is granted.
All options granted to participants under the Stock Option Plan shall
become vested and exercisable at the rate of 20% per year on each annual
anniversary of the date the options were granted, and the right to exercise
shall be cumulative. Notwithstanding the foregoing, no vesting shall occur
on or after a participant's employment with the Company is terminated for any
reason other than his death or disability. Unless the Committee shall
specifically state otherwise at the time an option is granted, all options
granted to participants shall become vested and exercisable in full
5
<PAGE>
on the date an optionee terminates his employment with or service to the
Company or a subsidiary company because of his death or disability. In
addition, all stock options will become vested and exercisable in full on the
date of a change in control of the Company or on the date an optionee
terminates his employment or service to the Company or a subsidiary company
due to retirement, each as defined in the Stock Option Plan, if, as of such
date of retirement or change in control of the Company, such treatment is
either authorized or is not prohibited by applicable laws and regulations.
Each stock option or portion thereof shall be exercisable at any time on
or after it vests and is exercisable until the earlier of ten years after its
date of grant or three months after the date on which the optionee's
employment or service as a non-employee director terminates, unless extended
by the Committee to a period not to exceed three years from such termination.
However, failure to exercise incentive stock options within three months
after the date on which the optionee's employment terminates may result in
adverse tax consequences to the optionee. If an optionee dies while serving
as an employee or a non-employee director or terminates his service as an
employee or a non-employee director as a result of disability without having
fully exercised his options, the optionee's executors, administrators,
legatees or distributees of his estate shall have the right to exercise such
options during the twelve-month period following the earlier of his death or
termination due to disability, provided no option will be exercisable more
than ten years from the date it was granted. Stock options are
non-transferable except by will or the laws of descent and distribution.
Notwithstanding the foregoing, an optionee who holds non-qualified options
may transfer such options to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit or one or more of
these individuals. Options so transferred may thereafter be transferred only
to the optionee who originally received the grant or to an individual or
trust to whom the optionee could have initially transferred the option.
Options which are so transferred shall be exercisable by the transferee
according to the same terms and conditions as applied to the optionee.
Payment for shares purchased upon the exercise of options may be made
either in cash, by certified or cashier's check or, if permitted by the
Committee or the Board, by delivering shares of Common Stock (including
shares acquired pursuant to the exercise of an option) with a fair market
value equal to the total option price, by withholding some of the shares of
Common Stock which are being purchased upon exercise of an option, or any
combination of the foregoing. To the extent an optionee already owns shares
of Common Stock prior to the exercise of his or her option, such shares could
be used (if permitted by Committee or the Board) as payment for the exercise
price of the option. If the fair market value of a share of Common Stock at
the time of exercise is greater than the exercise price per share, this
feature would enable the optionee to acquire a number of shares of Common
Stock upon exercise of the option which is greater than the number of shares
delivered as payment for the exercise price. In addition, an optionee can
exercise his or her option in whole or in part and then deliver the shares
acquired upon such exercise (if permitted by the Committee or the Board) as
payment for the exercise price of all or part of his options. Again, if the
fair market value of a share of Common Stock at the time of exercise is
greater than the exercise price per share, this feature would enable the
optionee to either (1) reduce the amount of cash required to receive a fixed
number of shares upon exercise of the option or (2) receive a greater number
of shares upon exercise of the option for the
6
<PAGE>
same amount of cash that would have otherwise been used. Because options may
be exercised in part from time to time, the ability to deliver Common Stock
as payment of the exercise price could enable the optionee to turn a
relatively small number of shares into a large number of shares.
NUMBER OF SHARES COVERED BY THE STOCK OPTION PLAN. A total of 273,125
shares of Common Stock has been reserved for issuance pursuant to the Stock
Option Plan, which is 10% of the Common Stock issued in connection with the
Conversion. In the event of a stock split, reverse stock split or stock
dividend, the number of shares of Common Stock under the Stock Option Plan,
the number of shares to which any Award relates and the exercise price per
share under any option shall be adjusted to reflect such increase or decrease
in the total number of shares of the Common Stock outstanding.
AMENDMENT AND TERMINATION OF THE STOCK OPTION PLAN. Unless sooner
terminated, the Stock Option Plan shall continue in effect for a period of
ten years from the date the Stock Option Plan was adopted by the Board and
became effective by its terms. Termination of the Stock Option Plan shall
not affect any previously granted Awards.
FEDERAL INCOME TAX CONSEQUENCES. Under current provisions of the Code,
the federal income tax treatment of incentive stock options and compensatory
stock options is different. As regards incentive stock options, an optionee
who meets certain holding period requirements will not recognize income at
the time the option is granted or at the time the option is exercised, and a
federal income tax deduction generally will not be available to the Company
at any time as a result of such grant or exercise. With respect to
compensatory stock options, the difference between the fair market value on
the date of exercise and the option exercise price generally will be treated
as compensation income upon exercise, and the Company will be entitled to a
deduction in the amount of income so recognized by the optionee.
The above description of tax consequences under federal law is
necessarily general in nature and does not purport to be complete. Moreover,
statutory provisions are subject to change, as are their interpretations, and
their application may vary in individual circumstances. Finally, the
consequences under applicable state and local income tax laws may not be the
same as under the federal income tax laws.
ACCOUNTING TREATMENT. Neither the grant nor the exercise of an
incentive stock option or a non-qualified stock option under the Stock Option
Plan currently requires any charge against earnings under generally accepted
accounting principles. In October 1995, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation," which is effective for
transactions entered into after December 15, 1995. This Statement
establishes financial accounting and reporting standards for stock-based
employee compensation plans. This Statement defines a fair value method of
accounting for an employee stock option or similar equity instrument and
encourages all entities to adopt that method of accounting for all of their
employee stock compensation plans. However, it also
7
<PAGE>
allows an entity to continue to measure compensation cost for those plans
using the intrinsic value method of accounting prescribed by APB Opinion No.
25, "Accounting for Stock Issued to Employees." Under the fair value method,
compensation cost is measured at the grant date based on the value of the
award and is recognized over the service period, which is usually the vesting
period. Under the intrinsic value method, compensation cost is the excess, if
any, of the quoted market price of the stock at grant date or other
measurement date over the amount an employee must pay to acquire the stock.
The Company anticipates that it will use the intrinsic value method, in which
event pro forma disclosure will be included in the footnotes to the Company's
financial statements to show what net income and earnings per share would
have been if the fair value method had been utilized. If the Company elects
to utilize the fair value method, its net income and earnings per share may
be adversely affected.
STOCKHOLDER APPROVAL. No Awards will be granted under the Stock Option
Plan unless the Stock Option Plan is approved by stockholders. Stockholder
ratification of the Stock Option Plan will satisfy certain American Stock
Exchange ("AMEX") listing requirements and tax requirements.
AWARDS TO BE GRANTED. The Board of Directors of the Company adopted the
Stock Option Plan and approved the grant of incentive options to executive
officers and employees of the Company and the Savings Bank and non-qualified
options to non-employee directors thereof. The options shall be effective
upon stockholder approval of the Stock Option Plan with a per share exercise
price equal to the fair market value of a share of Common Stock on the date
of such approval. The following table sets forth certain information with
respect to such grants.
Number of Shares
Name of Individual or Subject to
Number of Persons in Group Title Stock Options
- - -------------------------- ----- ----------------
Jerry Reaux President and Chief
Executive Officer 68,281
All executive officers
as a group (7 persons) --- 152,077
All non-employee directors
as a group (4 persons) --- 54,624
All employees, not including
executive officers, as a
group (1 person) --- 5,000
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR ADOPTION OF
THE STOCK OPTION PLAN.
8
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PROPOSAL TO ADOPT THE RECOGNITION
AND RETENTION PLAN AND TRUST
GENERAL
The Board of Directors of the Company has adopted the Recognition Plan,
the objective of which is to retain qualified personnel in key positions,
provide officers, key employees and directors with a proprietary interest in
the Company as an incentive to contribute to its success and reward key
employees for outstanding performance. Officers and key employees of the
Company who are selected by the Board of Directors of the Company or a
committee thereof, as well as non-employee directors of the Company, will be
eligible to receive benefits under the Recognition Plan. If stockholder
approval is obtained, shares will be granted to employees and to non-employee
directors as described below.
DESCRIPTION OF THE RECOGNITION PLAN
The following description of the Recognition Plan is a summary of its
terms and is qualified in its entirety by reference to the Recognition Plan,
a copy of which is attached hereto as Appendix B.
ADMINISTRATION. The Recognition Plan is administered and interpreted by
a committee of the Board of Directors ("Committee") that is composed solely
of two or more "Non-Employee Directors."
Upon stockholder approval of the Recognition Plan, the Company will
acquire Common Stock on behalf of the Recognition Plan, in an amount
necessary to purchase the number of shares of Common Stock equal to 4% of the
Common Stock issued in the Conversion, or 109,250 shares. It is anticipated
that these shares will be acquired through open market purchases.
GRANTS. Shares of Common Stock granted pursuant to the Recognition Plan
will be in the form of restricted stock payable over a five-year period at a
rate of 20% per year, beginning one year from the anniversary date of the
grant. A recipient will be entitled to all voting and other stockholder
rights with respect to shares which have been earned and allocated under the
Recognition Plan. However, until such shares have been earned and allocated,
they may not be sold, pledged or otherwise disposed of and are required to be
held in the Recognition Plan Trust. Under the terms of the Recognition Plan,
all shares which have not yet been earned and allocated are required to be
voted by the trustees in their sole discretion. In addition, any cash
dividends or stock dividends declared in respect of unvested share awards
will be held by the Recognition Plan Trust for the benefit of the recipients
and such dividends, including any interest thereon, will be paid out
proportionately by the Recognition Plan Trust to the recipients thereof as
soon as practicable after the share awards become earned. Any cash dividends
or stock dividends
9
<PAGE>
declared in respect of each vested share held by the Recognition Plan Trust
will be paid by the Recognition Plan Trust as soon as practicable after the
Recognition Plan Trust's receipt thereof to the recipient on whose behalf
such share is then held by the Recognition Plan Trust.
If a recipient terminates employment for reasons other than death,
disability or retirement, the recipient will forfeit all rights to the
allocated shares under restriction. All shares subject to an award held by a
recipient whose employment with or service to the Company or any subsidiary
terminates due to death or Disability, as defined in the Recognition Plan,
shall be deemed earned as of the recipient's last day of employment with or
service to the Company or any subsidiary and shall be distributed as soon as
practicable thereafter; provided, however, that awards shall be distributed
in accordance with the Recognition Plan. In addition, in the event that a
recipient's employment with or service to the Company or any subsidiary
terminates due to retirement, as defined in the Recognition Plan, all shares
subject to an award held by a recipient shall be deemed earned as of the
recipient's last day of employment with or service to the Company or any
subsidiary and shall be distributed as soon as practicable thereafter,
provided that as of the date of such retirement, such treatment is either
authorized or is not prohibited by applicable laws and regulations. All
shares subject to an award held by a recipient also shall be deemed to be
earned in the event of a change in control of the Company, as defined in the
Recognition Plan, provided that as of the date of such change in control of
the Company, such treatment is either authorized or is not prohibited by
applicable laws and regulations.
During the lifetime of the recipient, shares subject to an award may
only be earned by and paid to the recipient, provided that shares subject to
an award and rights to such shares shall be transferable by a recipient to
his or her spouse, lineal ascendants, lineal descendants, or to a duly
established trust. Shares subject to an award so transferred may not again
be transferred other than to the recipient who originally received the grant
or to an individual or trust to whom such recipient could have transferred
shares subject to an award. Shares subject to awards which are transferred
shall be subject to the same terms and conditions as would have applied to
such shares subject to awards in the hands of the recipient who originally
received the grant.
FEDERAL INCOME TAX CONSEQUENCES. Pursuant to Section 83 of the Code,
recipients of Recognition Plan awards will recognize ordinary income in an
amount equal to the fair market value of the shares of Common Stock granted
to them at the time that the shares vest and become transferable. A recipient
of a Recognition Plan award may also elect, however, to accelerate the
recognition of income with respect to his or her grant to the time when
shares of Common Stock are first transferred to him or her, notwithstanding
the vesting schedule of such awards. The Company will be entitled to deduct
as a compensation expense for tax purposes the same amounts recognized as
income by recipients of Recognition Plan awards in the year in which such
amounts are included in income.
10
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ACCOUNTING TREATMENT. For a discussion of SFAS No. 123, see "Proposal
to Adopt the Stock Option Plan -Accounting Treatment." Under the intrinsic
value method, the Company will also recognize a compensation expense as
shares of Common Stock granted pursuant to the Recognition Plan vest. The
amount of compensation expense recognized for accounting purposes is based
upon the fair market value of the Common Stock at the date of grant to
recipients, rather than the fair market value at the time of vesting for tax
purposes.
STOCKHOLDER APPROVAL. No shares will be granted under the Recognition
Plan unless the Recognition Plan is approved by stockholders. Stockholder
ratification of the Recognition Plan will satisfy certain AMEX listing
requirements.
SHARES TO BE GRANTED. The Board of Directors of the Company adopted the
Recognition Plan and approved the grant of shares to executive officers and
employees of the Company and the Savings Bank and non-employee directors
thereof. The awards shall be effective upon stockholder approval of the
Recognition Plan. The following table sets forth certain information with
respect to such grants.
Name of Individual or Number of Shares
Number of Persons in Group Title Awarded
- - -------------------------- ----- ----------------
Jerry Reaux President and Chief
Executive Officer 24,035
All executive officers as
a group (7 persons) --- 50,354
All non-employee directors
as a group (4 persons) --- 21,848
All employees, not
including executive
officers, as a group
(1 person) --- 1,000
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR ADOPTION OF
THE RECOGNITION AND RETENTION PLAN AND TRUST.
ADJOURNMENT OF SPECIAL MEETING
Each proxy solicited hereby requests authority to vote for an
adjournment of the Special Meeting, if an adjournment is deemed to be
necessary. The Company may seek an adjournment of the Special Meeting for
not more than 30 days in order to enable the Company to solicit additional
votes in favor of the proposals to adopt the Stock Option Plan
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<PAGE>
and/or the Recognition Plan in the event that either or both of such
proposals have not received the requisite vote of stockholders at the Special
Meeting and either or both of such proposals have not received the negative
votes of the holders of a majority of the Company's Common Stock. If the
Company desires to adjourn the meeting with respect to either or both of the
foregoing proposals, it will request a motion that the meeting be adjourned
for up to 30 days with respect to such proposal or proposals (and solely with
respect to such proposal or proposals, provided that a quorum is present at
the Special Meeting), and no vote will be taken on such proposal(s) at the
originally scheduled Special Meeting. Each proxy solicited hereby, if
properly signed and returned to the Company and not revoked prior to its use,
will be voted on any motion for adjournment in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted in favor of any motion to adjourn the meeting.
Unless revoked prior to its use, any proxy solicited for the Special Meeting
will continue to be valid for any adjournment of the Special Meeting, and
will be voted in accordance with instructions contained therein, and if no
contrary instructions are given, for the proposal(s) in question.
Any adjournment will permit the Company to solicit additional proxies
and will permit a greater expression of the stockholders' views with respect
to such proposal(s). Such an adjournment would be disadvantageous to
stockholders who are against the proposal(s), because an adjournment will
give the Company additional time to solicit favorable votes and thus increase
the chances of passing such proposal(s).
If a quorum is not present at the Special Meeting, no proposal will be
acted upon and the Board of Directors of the Company will adjourn the Special
Meeting to a later date in order to solicit additional proxies on each of the
proposals being submitted to stockholders.
An adjournment for up to 30 days will not require either the setting of
a new record date or notice of the adjourned meeting as in the case of an
original meeting. The Company has no reason to believe that an adjournment of
the Special Meeting will be necessary at this time.
BECAUSE THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
PROPOSALS TO ADOPT THE STOCK OPTION PLAN AND RECOGNITION PLAN, AS DISCUSSED
ABOVE, THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING. THE HOLDERS OF A MAJORITY OF
THE COMPANY'S COMMON STOCK PRESENT, IN PERSON OR BY PROXY, AT THE SPECIAL
MEETING WILL BE REQUIRED TO APPROVE A MOTION TO ADJOURN THE SPECIAL MEETING.
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MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information
concerning the compensation paid by the Savings Bank for services rendered in
all capacities during the year ended December 31, 1995 to the President and
Chief Executive Officer of the Savings Bank. No other executive officers of
the Savings Bank had total annual compensation in excess of $100,000 during
fiscal 1995.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------- -------------------------------------
Awards Payouts
--------------------------- -------
Other Securities
Name and Annual Restricted Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation(1) Stock Options Payouts Compensation
------------------ ---- ------ ----- --------------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerry Reaux
President and Chief
Executive Officer(2) 1995 $56,250 $4,602 -- -- -- -- $ 6,500(4)
Don D. Guidry
President and Chief
Executive Officer(3) 1995 77,840(5) -- -- -- -- -- 17,675(4)
</TABLE>
_______________
(1) Does not include amounts attributable to miscellaneous benefits received
by the named executive officer. In the opinion of management of the
Bank, the costs to the Bank of providing such benefits to the named
executive officer during the year ended December 31, 1995 did not exceed
the lesser of $50,000 or 10% of the total of annual salary and bonus
reported for the individual.
(2) Mr. Reaux became President and Chief Executive Officer of the Bank in
August 1995.
(3) Mr. Guidry's employment with the Bank terminated in August 1995.
(4) Consists of director's fees and, in the case of Mr. Guidry,
contributions to the Bank's 401(k) profit sharing plan and money
purchase pension plan.
(5) Does not include $43,600 of cash compensation, payment of which was
deferred until 1996.
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COMPENSATION OF DIRECTORS
Members of the Company's Board of Directors receive no compensation for
meetings of the Board attended. Members of the Board of Directors of the
Savings Bank are paid $1,000 for each Board meeting attended.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Savings Bank (collectively the "Employers") in
November 1996 entered into an amended and restated employment agreement with
Mr. Reaux. Mr. Reaux previously had entered into an employment agreement
with the Savings Bank dated September 1, 1995. Such agreement was amended
and restated as a result of the mutual-to-stock conversion of the Savings
Bank and the Savings Bank's reorganization into the holding company form.
The Employers have agreed to employ Mr. Reaux for a term of three years in
his current position at an initial base salary of $129,600. The agreement is
terminable with or without cause by the Employers. The officer shall have no
right to compensation or other benefits pursuant to the employment agreement
for any period after voluntary termination or termination by the Employers
for cause, disability or retirement, provided, however, that (i) in the event
that the officer terminates his employment because of failure of the
Employers to comply with any material provision of the employment agreement
he shall be entitled to severance payments equal to the greater of the amount
of his base salary for the remaining term of the agreement or his base salary
multiplied by 2.0 or (ii) the employment agreement is terminated by the
Employers other than for cause, disability, retirement or death or by the
officer as a result of certain adverse actions which are taken with respect
to the officer's employment following a Change in Control of the Company, as
defined, Mr. Reaux will be entitled to cash severance payments equal to the
amount of his base salary at the date of termination multiplied by 3.0. In
addition, Mr. Reaux will be entitled to a continuation of benefits similar to
those he is receiving at the time of such termination for the period
otherwise remaining under the term of the agreement or until he obtains
full-time employment with another employer, whichever occurs first. A Change
in Control is generally defined in the employment agreement to include any
change in control required to be reported under the federal securities laws,
as well as the acquisition by any person of 25% or more of the Company's
outstanding voting securities. Mr. Reaux's employment agreement provides
that in the event that any payments to be paid thereunder are deemed to
constitute "excess parachute payments" and, therefore, subject to an excise
tax under Section 4999 of the Code, the Employers may (i) contest the
liability and exhaust all administrative and judicial appeals to that end,
and/or (ii) pay Mr. Reaux an amount equal to the excise tax for which he is
liable plus an amount equal to any additional federal, state, or local taxes
that may result because of such additional payment. Mr. Reaux 's agreement
also provides that in the event of Mr. Reaux's death or disability during the
term of the agreement, Mr. Reaux or his estate will receive payments equal to
the amount of compensation for 12 months at the current salary at the time of
his death or disability.
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The Company and the Savings Bank (the "Employers") have also entered
into severance agreements with Ms. Bertrand and Messrs. Gankendorff,
Montelaro, Como, Debaillon and Soulier. Under the terms of such severance
agreements, the Employers have agreed that in the event that such officer's
employment is terminated as a result of certain adverse actions which are
taken with respect to the officer's employment following a Change in Control
of the Company, as defined, such officer will be entitled to a cash severance
amount equal to his base salary multiplied by two.
Based upon compensation levels at December 31, 1995, in the event of a
termination of employment following a Change in Control, Mr. Reaux would
receive $388,800 in cash severance and the other six executives would receive
between $75,600 and $170,000.
BENEFITS
401(K) PROFIT SHARING PLAN. The Savings Bank maintains a 401(k) profit
sharing plan. The 401(k) Plan is designed to promote the future economic
welfare of the employees of the Savings Bank and to encourage employee
savings. Employee deferrals of salary and employer contributions made under
the 401(k) Plan, together with the income thereon, are accumulated in
individual accounts maintained in trust on behalf of the employee
participants, and is made available to the employee participants upon
retirement and under certain other circumstances as provided in the Plan.
Since employee deferrals of salary and employer contributions made under the
401(k) Plan are made on a tax deferred basis, employee participants are able
to enjoy significant income tax savings by participating in the 401(k) Plan.
Employees are also permitted to direct the investment of their accounts among
five separate funds.
An employee of the Savings Bank becomes eligible to participate in the
401(k) Plan on the entry date (January 1 or July 1) nearest the date he or
she completes a year of service (provided he or she is at least age 21). A
year of service is a 12 consecutive month period in which the employee works
at least 1,000 hours for the Savings Bank. Participants may elect to defer
amounts up to 10% of their annual compensation to the 401(k) Plan, subject to
certain limits imposed by law. Prior to the Conversion, the Savings Bank
matched, dollar for dollar, the first 3% of compensation deferred and also
made additional discretionary matching contributions. Since the
implementation of the ESOP, the Savings Bank has since terminated the
matching provision of the 401(k) Plan. The Savings Bank may also make
discretionary profit sharing contributions, allocated to eligible employees
on the basis of relative compensation, or "qualified nonelective
contributions" allocated on the basis of relative compensation but only to
eligible non-highly compensated employees.
During 1995, the Savings Bank contributed $108,000 to the 401(k) Plan,
none of which was for the benefit of Mr. Reaux and $4,618 of which was for
the benefit of Mr. Guidry.
MONEY PURCHASE PENSION PLAN. Prior to the Conversion, the Savings Bank
maintained a money purchase pension plan (the "Money Purchase Plan"). Since
the implementation of
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the ESOP, the Savings Bank has terminated the Money Purchase Plan. The Money
Purchase Plan was designed to complement the 401(k) Plan and to promote the
future economic welfare of the employees of the Savings Bank. Employer
contributions made under the Money Purchase Plan, together with the income
thereon, were accumulated in individual accounts maintained in trust on
behalf of the employee participants, and were made available to the employee
participants upon retirement and under certain other circumstances as
provided in the Money Purchase Plan. Employees were permitted to direct the
investment of their accounts among five separate funds. During 1995, the
Savings Bank contributed $38,000 to the Money Purchase Plan, none of which
was for the benefit of Mr. Reaux and $1,557 of which was for the benefit of
Mr. Guidry.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Company has established
the ESOP for employees of the Company and the Savings Bank. Full-time
employees of the Company and the Savings Bank who have been credited with at
least 1,000 hours of service during a 12-month period and who have attained
age 21 are eligible to participate in the ESOP.
The ESOP borrowed funds from the Company to purchase 218,500 shares of
Common Stock in the Savings Bank's Conversion. The loan to the ESOP will be
repaid principally from the Company's contributions to the ESOP over a period
of ten years, and the collateral for the loan will be the Common Stock
purchased by the ESOP. The interest rate for the ESOP loan is 8.0%. The
Company may, in any plan year, make additional discretionary contributions
for the benefit of plan participants in either cash or shares of Common
Stock, which may be acquired through the purchase of outstanding shares in
the market or from individual stockholders, upon the original issuance of
additional shares by the Company or upon the sale of treasury shares by the
Company. Such purchases, if made, would be funded through additional
borrowing by the ESOP or additional contributions from the Company. The
timing, amount and manner of future contributions to the ESOP will be
affected by various factors, including prevailing regulatory policies, the
requirements of applicable laws and regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan will be held
in a suspense account and released on a pro rata basis as debt service
payments are made. Discretionary contributions to the ESOP and shares
released from the suspense account will be allocated among participants on
the basis of compensation. Forfeitures will be reallocated among remaining
participating employees and may reduce any amount the Company might otherwise
have contributed to the ESOP. Participants will vest in their right to
receive their account balances within the ESOP at the rate of 20% per year.
In the case of a "change in control," as defined, however, participants will
become immediately fully vested in their account balances. Benefits may be
payable upon retirement, early retirement, disability or separation from
service. The Company's contributions to the ESOP are not fixed, so benefits
payable under the ESOP cannot be estimated.
Messrs. Beacham, Mouton and Saloom serve as trustees of the ESOP. Under
the ESOP, the trustees must vote all allocated shares held in the ESOP in
accordance with the
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<PAGE>
instructions of the participating employees, and allocated shares for which
employees do not give instructions, and unallocated shares, will be voted in
the same ratio on any matter as to those shares for which instructions are
given.
The ESOP will be subject to the requirements of Employee Retirement
Income Security Act of 1974, as amended, and the regulations of the Internal
Revenue Service and Department of Labor thereunder.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company's policy provides that all loans made by the Savings Bank to
the directors and officers of the Company and the Savings Bank are made in
the ordinary course of business, are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features. All
such loans outstanding as of December 12, 1996, were made by the Savings Bank
in the ordinary course of business and were not made with favorable terms nor
did they involve more than the normal risk of collectibility. The Company
believes that such loans do not involve more than the normal risk of
collectibility. Director Mouton is an attorney with the firm of William H.
Mouton, Professional Law Corporation, which firm provided certain legal
services to the Savings Bank in 1996. Director Saloom is of counsel to the
law firm of Saloom & Saloom, which law firm provided certain legal services
to the Savings Bank in 1996. Director O'Rourke is President of Don J.
O'Rourke & Associates, Ltd., a professional architectural corporation which
provides architectural services to the Savings Bank.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the first annual meeting of stockholders
of the Company, which is scheduled to be held in April 1997, must be received
at the principal executive offices of the Company, 107 West Vermilion Street,
Lafayette, Louisiana 70501, Attention: Mable D. Lantier, Corporate
Secretary, no later than January 1, 1997. If such proposal is in compliance
with all of the requirements of Rule 14a-8 under the Exchange Act, it will be
included in the proxy statement and set forth on the form of proxy issued for
such annual meeting of stockholders. It is urged that any such proposals be
sent certified mail, return receipt requested.
OTHER MATTERS
Management is not aware of any business to come before the Special
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters
17
<PAGE>
should properly come before the meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company has retained Regan & Associates, Inc., a professional proxy
solicitation firm, to assist in the solicitation of proxies. Such firm will
be paid a fee of $4,500, which amount will be renegotiated in the event of a
proxy contest, plus reimbursement for out-of-pocket expenses. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending the proxy materials to
the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
By Order of the Board of Directors
Lawrence Gankendorff
Chairman of the Board
December 16, 1996
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<PAGE>
APPENDIX A
ACADIANA BANCSHARES, INC.
STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Acadiana Bancshares, Inc. (the "Corporation") hereby establishes
this Stock Option Plan (the "Plan") upon the terms and conditions
hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability
of the Corporation and its Subsidiary Companies by providing Employees
and Non-Employee Directors with a proprietary interest in the
Corporation as an incentive to contribute to the success of the
Corporation and its Subsidiary Companies, and rewarding those Employees
for outstanding performance. All Incentive Stock Options issued under
this Plan are intended to comply with the requirements of Section 422 of
the Code, and the regulations thereunder, and all provisions hereunder
shall be read, interpreted and applied with that purpose in mind.
ARTICLE III
DEFINITIONS
3.01 "Award" means an Option granted pursuant to the terms of this
Plan.
3.02 "Board" means the Board of Directors of the Corporation or of
the Savings Bank.
3.03 "Change in Control of the Corporation" shall be deemed to have
occurred if: (i) any "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Corporation and any trustee or
other fiduciary holding securities under any employee benefit plan of
the Corporation), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 25% or more of the combined
voting power of the Corporation's then outstanding securities; (ii)
during any period of two consecutive years (not including any period
prior to the adoption of the Plan), individuals who at the beginning of
such period constitute the Board of Directors, and any new director
whose election by the Board of Directors or nomination for election by
the Corporation's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were
directors at the beginning of the two-year period or whose election or
nomination for election was
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previously so approved, cease for any reason to constitute at least a
majority of the Board of Directors; (iii) the stockholders of the
Corporation approve a merger or consolidation of the Corporation with
any other corporation, other than a merger or consolidation that would
result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the
voting securities of the Corporation outstanding immediately after such
merger or consolidation; or (iv) the stockholders of the Corporation
approve a plan of complete liquidation of the Corporation or an
agreement for the sale or disposition by the Corporation of all or
substantially all of the Corporation's assets. If any of the events
enumerated in clauses (i) through (iv) occur, the Board shall determine
the effective date of the Change in Control resulting therefrom for
purposes of the Plan.
3.04 "Code" means the Internal Revenue Code of 1986, as amended.
3.05 "Committee" means a committee of two or more directors appointed by
the Board pursuant to Article IV hereof, each of whom shall be a Non-Employee
Director as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any
successor thereto.
3.06 "Common Stock" means shares of the common stock, $.01 par value per
share, of the Corporation.
3.07 "Disability" means any physical or mental impairment which
qualifies an Employee for disability benefits under the applicable long-term
disability plan maintained by the Corporation or a Subsidiary Company, or, if
no such plan applies, which would qualify such Employee for disability
benefits under the Federal Social Security System.
3.08 "Effective Date" means the day upon which the Board approves this
Plan.
3.09 "Employee" means any person who is employed by the Corporation or a
Subsidiary Company, or is an Officer of the Corporation or a Subsidiary
Company, but not including directors who are not also Officers of or
otherwise employed by the Corporation or a Subsidiary Company.
3.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
3.11 "Fair Market Value" shall be equal to the fair market value per
share of the Corporation's Common Stock on the date an Award is granted. For
purposes hereof, the Fair Market Value of a share of Common Stock shall be
the closing sale price of a share of Common Stock on the date in question
(or, if such day is not a trading day in the U.S. markets, on the nearest
preceding trading day), as reported with respect to the principal market (or
the composite of the markets, if more than one) or national quotation system
in which such shares are then traded, or if no such closing prices are
reported, the mean between the high bid and low asked prices that day on the
principal market or national
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quotation system then in use, or if no such quotations are available, the
price furnished by a professional securities dealer making a market in such
shares selected by the Committee.
3.12 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive stock
option within the meaning of Section 422 of the Code or any successor thereto.
3.13 "Non-Employee Director" means a member of the Board who is not an
Officer or Employee of the Corporation or any Subsidiary Company and shall
include any individual who, at any time after the date of adoption of the
Plan, serves the Board in an advisory or emeritus capacity.
3.14 "Non-Qualified Option" means any Option granted under this Plan
which is not an Incentive Stock Option.
3.15 "Offering" means the offering of Common Stock to the public
pursuant to a Plan of Conversion adopted by the Savings Bank.
3.16 "Officer" means an Employee whose position in the Corporation or
Subsidiary Company is that of a corporate officer, as determined by the Board.
3.17 "Option" means a right granted under this Plan to purchase Common
Stock.
3.18 "Optionee" means an Employee or Non-Employee Director or former
Employee or Non-Employee Director to whom an Option is granted under the Plan.
3.19 "Retirement" means a termination of employment upon or after
attainment of age sixty-five (65) or such earlier age as may be specified in
any applicable plans or policies maintained by the Corporation or a
Subsidiary Company.
3.20 "Savings Bank" means LBA Savings Bank, the wholly-owned subsidiary
of the Corporation.
3.21 "Subsidiary Companies" means those subsidiaries of the Corporation,
including the Savings Bank, which meet the definition of "subsidiary
corporations" set forth in Section 425(f) of the Code, at the time of
granting of the Option in question.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 DUTIES OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority to adopt,
amend and rescind such rules, regulations and
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procedures as, in its opinion, may be advisable in the administration of the
Plan, including, without limitation, rules, regulations and procedures which
(i) deal with satisfaction of an Optionee's tax withholding obligation
pursuant to Section 12.02 hereof, (ii) include arrangements to facilitate the
Optionee's ability to borrow funds for payment of the exercise or purchase
price of an Award, if applicable, from securities brokers and dealers, and
(iii) include arrangements which provide for the payment of some or all of
such exercise or purchase price by delivery of previously-owned shares of
Common Stock or other property and/or by withholding some of the shares of
Common Stock which are being acquired. The interpretation and construction
by the Committee of any provisions of the Plan, any rule, regulation or
procedure adopted by it pursuant thereto or of any Award shall be final and
binding in the absence of action by the Board of Directors.
4.02 APPOINTMENT AND OPERATION OF THE COMMITTEE. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the
Board. The Board from time to time may remove members from, or add members
to, the Committee, provided the Committee shall continue to consist of two or
more members of the Board, each of whom shall be a Non-Employee Director as
defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto.
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. It may appoint one of its
members to be chairman and any person, whether or not a member, to be its
secretary or agent. The Committee shall report its actions and decisions to
the Board at appropriate times but in no event less than one time per
calendar year.
4.03 REVOCATION FOR MISCONDUCT. The Board of Directors or the Committee
may by resolution immediately revoke, rescind and terminate any Option, or
portion thereof, to the extent not yet vested, previously granted or awarded
under this Plan to an Employee who is discharged from the employ of the
Corporation or a Subsidiary Company for cause, which, for purposes hereof,
shall mean termination because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of
any law, rule, or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order. Options granted to a Non-Employee
Director who is removed for cause pursuant to the Corporation's Articles of
Incorporation shall terminate as of the effective date of such removal.
4.04 LIMITATION ON LIABILITY. Neither the members of the Board of
Directors nor any member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan, any rule,
regulation or procedure adopted pursuant thereto or for any Awards granted
hereunder. If any members of the Board of Directors or a member of the
Committee 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 reason of anything done or not done by
him in such capacity under or with
A-4
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respect to the Plan, the Corporation shall, subject to the requirements of
applicable laws and regulations, indemnify such member against all
liabilities and expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in the best interests of the
Corporation and its Subsidiary Companies and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
4.05 COMPLIANCE WITH LAW AND REGULATIONS. All Awards granted hereunder
shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as
may be required. The Corporation shall not be required to issue or deliver
any certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any federal or state law or any rule or
regulation of any government body, which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may
be exercised if such exercise would be contrary to applicable laws and
regulations.
4.06 RESTRICTIONS ON TRANSFER. The Corporation may place a legend upon
any certificate representing shares acquired pursuant to an Award granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
ARTICLE V
ELIGIBILITY
Awards may be granted to such Employees or Non-Employee Directors of the
Corporation and its Subsidiary Companies as may be designated from time to
time by the Board of Directors or the Committee. Awards may not be granted
to individuals who are not Employees or Non-Employee Directors of either the
Corporation or its Subsidiary Companies. Non-Employee Directors shall be
eligible to receive only Non-Qualified Options.
ARTICLE VI
COMMON STOCK COVERED BY THE PLAN
6.01 OPTION SHARES. The aggregate number of shares of Common Stock
which may be issued pursuant to this Plan, subject to adjustment as provided
in Article IX, shall be 273,125 shares, which is equal to 10.0% of the shares
of Common Stock issued in the Offering. None of such shares shall be the
subject of more than one Award at any time, but if an Option as to any shares
is surrendered before exercise, or expires or terminates for any reason
without having been exercised in full, or for any other reason ceases to be
exercisable, the number of shares covered thereby shall again become
available for grant under the Plan as if no Awards had been previously
granted with respect to such shares.
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During the time this Plan remains in effect, grants to each Employee and each
Non-Employee Director shall not exceed 25% and 5% of the shares of Common
Stock available under the Plan, respectively.
6.02 SOURCE OF SHARES. The shares of Common Stock issued under the Plan
may be authorized but unissued shares, treasury shares, shares purchased by
the Corporation on the open market or from private sources for use under the
Plan, or, if applicable, shares held in a grantor trust created by the
Corporation.
ARTICLE VII
DETERMINATION OF
AWARDS, NUMBER OF SHARES, ETC.
The Board of Directors or the Committee shall, in its discretion,
determine from time to time which Employees and Non-Employee Directors will
be granted Awards under the Plan, the number of shares of Common Stock
subject to each Award, whether each Option will be an Incentive Stock Option
or a Non-Qualified Stock Option and the exercise price of an Option. In
making determinations with respect to Employees there shall be taken into
account the duties, responsibilities and performance of each respective
Employee, his present and potential contributions to the growth and success
of the Corporation, his salary and such other factors as the Board of
Directors or the Committee shall deem relevant to accomplishing the purposes
of the Plan.
ARTICLE VIII
OPTIONS
Each Option granted hereunder shall be on the following terms and
conditions:
8.01 STOCK OPTION AGREEMENT. The proper Officers on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which
shall set forth the total number of shares of Common Stock to which it
pertains, the exercise price, whether it is a Non-Qualified Option or an
Incentive Stock Option, and such other terms, conditions, restrictions and
privileges as the Board of Directors or the Committee in each instance shall
deem appropriate, provided they are not inconsistent with the terms,
conditions and provisions of this Plan. Each Optionee shall receive a copy
of his executed Stock Option Agreement.
8.02 AWARDS TO EMPLOYEES AND NON-EMPLOYEE DIRECTORS. Specific Awards to
Employees and Non-Employee Directors shall be made to such persons and in
such amounts as are determined by the Board of Directors or the Committee.
However, the aggregate amount of Awards made to all Non-Employee Directors
may not exceed 81,937 shares (or 30% of the number of shares available under
this Plan) and no individual Non-Employee
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Director may receive Awards in excess of 13,656 shares (or 5% of the number
of shares available under this Plan).
8.03 OPTION EXERCISE PRICE.
(a) INCENTIVE STOCK OPTIONS. The per share price at which the
subject Common Stock may be purchased upon exercise of an Incentive Stock
Option shall be no less than one hundred percent (100%) of the Fair Market
Value of a share of Common Stock at the time such Incentive Stock Option is
granted, except as provided in Section 8.10(b), and subject to any applicable
adjustment pursuant to Article IX hereof.
(b) NON-QUALIFIED OPTIONS. The per share price at which the
subject Common Stock may be purchased upon exercise of a Non-Qualified Option
shall be no less than one hundred percent (100%) of the Fair Market Value of
a share of Common Stock at the time such Non-Qualified Option is granted, and
subject to any applicable adjustment pursuant to Article IX hereof.
8.04 VESTING AND EXERCISE OF OPTIONS.
(a) GENERAL RULES. Incentive Stock Options and Non-Qualified
Options granted hereunder shall become vested and exercisable at the rate of
20% per year on each annual anniversary of the date the Option was granted,
and the right to exercise shall be cumulative. Notwithstanding the
foregoing, no vesting shall occur on or after an Employee's employment with
the Corporation and all Subsidiary Companies is terminated for any reason
other than his death or Disability. In determining the number of shares of
Common Stock with respect to which Options are vested and/or exercisable,
fractional shares will be rounded up to the nearest whole number if the
fraction is 0.5 or higher, and down if it is less.
(b) ACCELERATED VESTING. Unless the Committee shall specifically
state otherwise at the time an Option is granted, all Options granted
hereunder shall become vested and exercisable in full on the date an Optionee
terminates his employment with or service to the Corporation or a Subsidiary
Company because of his death or Disability. All options hereunder shall
become immediately vested and exercisable in full on the date of a Change in
Control of the Company or on the date an Optionee terminates his employment
or service to the Corporation or a Subsidiary Company due to Retirement if,
as of such date of such Retirement or Change in Control of the Corporation,
such treatment is either authorized or is not prohibited by applicable laws
and regulations.
8.05 DURATION OF OPTIONS.
(a) GENERAL RULE. Except as provided in Sections 8.05(b) and
8.10, each Option or portion thereof granted to Employees and Non-Employee
Directors shall be exercisable at any time on or after it vests and becomes
exercisable until the earlier of (i)
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ten (10) years after its date of grant or (ii) three (3) months after the
date on which the Optionee ceases to be employed (or in the service of the
Board of Directors in the case of Non-Employee Directors) by the Corporation
and all Subsidiary Companies, unless the Board of Directors or the Committee
in its discretion decides at the time of grant or thereafter to extend such
period of exercise upon termination of employment or service from three (3)
months to a period not exceeding three (3) years.
(b) EXCEPTIONS. If an Employee dies while in the employ of the
Corporation or a Subsidiary Company or terminates employment with the
Corporation or a Subsidiary Company as a result of Disability without having
fully exercised his Options, the Optionee or the executors, administrators,
legatees or distributees of his estate shall have the right, during the
twelve-month period following the earlier of his death or termination due to
Disability, to exercise such Options. If a Non-Employee Director dies while
serving as a Non-Employee Director or terminates his service to the
Corporation or a Subsidiary Company as a result of Disability without having
fully exercised his Options, the Non-Employee Director or the executors,
administrators, legatees or distributees of his estate shall have the right,
during the twelve-month period following the earlier of his death or
termination due to Disability, to exercise such Options. In no event,
however, shall any Option be exercisable more than ten (10) years from the
date it was granted.
8.06 NONASSIGNABILITY. Options shall not be transferable by an Optionee
except by will or the laws of descent or distribution, and during an
Optionee's lifetime shall be exercisable only by such Optionee or the
Optionee's guardian or legal representative. Notwithstanding the foregoing,
or any other provision of this Plan, an Optionee who holds Non-Qualified
Options may transfer such Options to his or her spouse, lineal ascendants,
lineal descendants, or to a duly established trust for the benefit of one or
more of those individuals. Options so transferred may thereafter be
transferred only to the Optionee who originally received the grant or to an
individual or trust to whom the Optionee could have initially transferred the
Option pursuant to this Section 8.06. Options which are transferred pursuant
to this Section 8.06 shall be exercisable by the transferee according to the
same terms and conditions as applied to the Optionee.
8.07 MANNER OF EXERCISE. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be
set forth in the written Stock Option Agreement provided pursuant to Section
8.01.
8.08 PAYMENT FOR SHARES. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of any Option shall
be made to the Corporation upon exercise of such Option. All shares sold
under the Plan shall be fully paid and nonassessable. Payment for shares may
be made by the Optionee in cash or, at the discretion of the Board of
Directors or the Committee in the case of Awards to Employees, by delivering
shares of Common Stock (including shares acquired pursuant to the exercise of
an Option) or other property equal in Fair Market Value to the purchase price
of the shares to be acquired pursuant to the Option, by withholding some of
the shares of Common
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Stock which are being purchased upon exercise of an Option, or any
combination of the foregoing.
8.09 VOTING AND DIVIDEND RIGHTS. No Optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded
on the Corporation's stockholder ledger as the holder of record of such
shares acquired pursuant to an exercise of such Option.
8.10 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. All
Options issued under the Plan as Incentive Stock Options will be subject, in
addition to the terms detailed in Sections 8.01 to 8.09 above, to those
contained in this Section 8.10.
(a) Notwithstanding any contrary provisions contained elsewhere in
this Plan and as long as required by Section 422 of the Code, the aggregate
Fair Market Value, determined as of the time an Incentive Stock Option is
granted, of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year,
under this Plan and stock options that satisfy the requirements of Section
422 of the Code under any other stock option plan or plans maintained by the
Corporation (or any parent or Subsidiary Company), shall not exceed $100,000.
(b) LIMITATION ON TEN PERCENT STOCKHOLDERS. The price at which
shares of Common Stock may be purchased upon exercise of an Incentive Stock
Option granted to an individual who, at the time such Incentive Stock Option
is granted, owns, directly or indirectly, more than ten percent (10%) of the
total combined voting power of all classes of stock issued to stockholders of
the Corporation or any Subsidiary Company, shall be no less than one hundred
and ten percent (110%) of the Fair Market Value of a share of the Common
Stock of the Corporation at the time of grant, and such Incentive Stock
Option shall by its terms not be exercisable after the earlier of the date
determined under Section 8.04 or the expiration of five (5) years from the
date such Incentive Stock Option is granted.
(c) NOTICE OF DISPOSITION; WITHHOLDING; ESCROW. An Optionee shall
immediately notify the Corporation in writing of any sale, transfer,
assignment or other disposition (or action constituting a disqualifying
disposition within the meaning of Section 421 of the Code) of any shares of
Common Stock acquired through exercise of an Incentive Stock Option within
two (2) years after the grant of such Incentive Stock Option or within one
(1) year after the acquisition of such shares, setting forth the date and
manner of disposition, the number of shares disposed of and the price at
which such shares were disposed of. The Corporation shall be entitled to
withhold from any compensation or other payments then or thereafter due to
the Optionee such amounts as may be necessary to satisfy any withholding
requirements of federal or state law or regulation and, further, to collect
from the Optionee any additional amounts which may be required for such
purpose. The Committee may, in its discretion, require shares of Common Stock
acquired by an
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Optionee upon exercise of an Incentive Stock Option to be held in an escrow
arrangement for the purpose of enabling compliance with the provisions of
this Section 8.10(c).
ARTICLE IX
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Award relates and the
exercise price per share of Common Stock under any Option 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
this Plan resulting from a split, subdivision or consolidation of shares or
any other capital adjustment, the payment of a stock dividend, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Corporation. If, upon a merger, consolidation,
reorganization, liquidation, recapitalization or the like of the Corporation,
the shares of the Corporation's Common Stock shall be exchanged for other
securities of the Corporation or of another corporation, each recipient of an
Award shall be entitled, subject to the conditions herein stated, to purchase
or acquire such number of shares of Common Stock or amount of other
securities of the Corporation or such other corporation as were exchangeable
for the number of shares of Common Stock of the Corporation which such
optionees would have been entitled to purchase or acquire except for such
action, and appropriate adjustments shall be made to the per share exercise
price of outstanding Options. In the event the Corporation declares a
special cash dividend or return of capital in an amount per share which
exceeds 10% of the fair market value of a share of Common Stock as of the
date of declaration, the per share exercise price of all previously granted
Awards which remain unexercised as of the date of such declaration shall be
proportionately adjusted to give effect to such special cash dividend or
return of capital as of the date of payment of such special cash dividend or
return of capital; provided that the adjustments to the per shares exercise
price shall satisfy the criteria set forth in Emerging Issues Task Force 90-9
(or any successor thereto) so that the adjustments do not result in
compensation expense, and provided further that if such adjustment with
respect to incentive stock options would be treated as a modification of the
outstanding incentive stock options with the effect that, for purposes of
Section 422 and 425(h) of the Code, and the rules and regulations thereunder,
new incentive stock options would be deemed to be granted, then no adjustment
to the per share exercise price of outstanding incentive stock options shall
be made.
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate or amend the Plan
with respect to any shares of Common Stock as to which Awards have not been
granted, subject to any applicable regulatory requirements and any required
stockholder approval or any
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stockholder approval which the Board may deem to be advisable for any reason,
such as for the purpose of obtaining or retaining any statutory or regulatory
benefits under tax, securities or other laws or satisfying any applicable
stock exchange listing requirements. The Board may not, without the consent
of the holder of an Award, alter or impair any Award previously granted or
awarded under this Plan as specifically authorized herein.
ARTICLE XI
EMPLOYMENT RIGHTS
Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create
any right on the part of any Employee or Non-Employee Director of the
Corporation or a Subsidiary Company to continue in such capacity.
ARTICLE XII
WITHHOLDING
12.01 TAX WITHHOLDING. The Corporation may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Corporation may require the Optionee to pay to the
Corporation the amount required to be withheld as a condition to delivering
the shares acquired pursuant to an Award. The Corporation also may withhold
or collect amounts with respect to a disqualifying disposition of shares of
Common Stock acquired pursuant to the exercise of an Incentive Stock Option,
as provided in Section 8.10(c).
12.02 METHODS OF TAX WITHHOLDING. The Board of Directors or the
Committee is authorized to adopt rules, regulations or procedures which
provide for the satisfaction of an Optionee's tax withholding obligation by
the retention of shares of Common Stock to which the Employee would otherwise
be entitled pursuant to an Award and/or by the Optionee's delivery of
previously-owned shares of Common Stock or other property.
ARTICLE XIII
EFFECTIVE DATE OF THE PLAN; TERM
13.01 EFFECTIVE DATE OF THE PLAN. This Plan shall become effective
on the Effective Date, and Awards may be granted hereunder as of or after the
Effective Date and prior to the termination of the Plan, provided that no
Incentive Stock Option issued pursuant to this Plan shall qualify as such
unless this Plan is approved by the requisite vote of the holders of the
outstanding voting shares of the Corporation at a meeting of stockholders of
the Corporation held within twelve (12) months of the Effective Date.
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Notwithstanding the foregoing or anything to the contrary in this Plan, the
implementation of this Plan and any Awards granted pursuant hereto shall be
subject to the receipt of any applicable regulatory approvals or
non-objections and to the approval of the Corporation's stockholders.
13.02 TERM OF PLAN. Unless sooner terminated, this Plan shall
remain in effect for a period of ten (10) years ending on the tenth
anniversary of the Effective Date. Termination of the Plan shall not affect
any Awards previously granted and such Awards shall remain valid and in
effect until they have been fully exercised or earned, are surrendered or by
their terms expire or are forfeited.
ARTICLE XIV
MISCELLANEOUS
14.01 GOVERNING LAW. To the extent not governed by federal law,
this Plan shall be construed under the laws of the State of Louisiana.
14.02 PRONOUNS. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.
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APPENDIX B
ACADIANA BANCSHARES, INC.
RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT
ARTICLE I
ESTABLISHMENT OF THE PLAN AND TRUST
1.01 Acadiana Bancshares, Inc. (the "Corporation") hereby establishes a
Recognition and Retention Plan (the "Plan") and Trust (the "Trust") upon the
terms and conditions hereinafter stated in this Recognition and Retention
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 retain personnel of experience and
ability in key positions by providing Employees and Non-Employee Directors of
the Corporation and of LBA Savings Bank (the "Savings Bank") with a
proprietary interest in the Corporation as compensation for their
contributions to the Corporation, the Savings Bank, and any other
Subsidiaries and as an incentive to make such contributions in the future.
ARTICLE III
DEFINITIONS
The following words and phrases when used in this Agreement with an
initial capital letter, unless the context clearly indicates otherwise, shall
have the meanings set forth below. Wherever appropriate, the masculine
pronouns shall include the feminine pronouns and the singular shall include
the plural.
3.01 "Beneficiary" means the person or persons designated by a Recipient
to receive any benefits payable under the Plan in the event of such
Recipient'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 Recipient's surviving
spouse, if any, or if none, his estate.
3.02 "Board" means the Board of Directors of the Corporation or of the
Savings Bank.
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3.03 "Change of Control of the Corporation"shall be deemed to have
occurred if: (i) any "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Corporation and any trustee or
other fiduciary holding securities under any employee benefit plan of the
Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power of the
Corporation's then outstanding securities; (ii) during any period of two
consecutive years (not including any period prior to the adoption of the
Plan), individuals who at the beginning of such period constitute the Board
of Directors, and any new director whose election by the Board of Directors
or nomination for election by the Corporation's stockholders was approved by
a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of the two-year period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board of Directors; (iii) the
stockholders of the Corporation approve a merger or consolidation of the
Corporation with any other corporation, other than a merger or consolidation
that would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities
of the Corporation outstanding immediately after such merger or
consolidation; or (iv) the stockholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets. If any of the events enumerated in clauses (i) through
(iv) occur, the Board shall determine the effective date of the Change in
Control resulting therefrom for purposes of the Plan.
3.04 "Code" means the Internal Revenue Code of 1986, as amended.
3.05 "Committee" means the committee appointed by the Board pursuant to
Article IV hereof.
3.06 "Common Stock" means shares of the common stock, $.01 par value per
share, of the Corporation.
3.07 "Disability" means any physical or mental impairment which
qualifies an Employee for disability benefits under the applicable long-term
disability plan maintained by the Corporation or any Subsidiary or, if no
such plan applies, which would qualify such Employee for disability benefits
under the Federal Social Security System.
3.08 "Effective Date" means the day upon which the Board approves this
Plan.
3.09 "Employee" means any person who is employed by the Corporation, the
Savings Bank, or any Subsidiary, or is an officer of the Corporation, the
Savings Bank, or any Subsidiary, including officers or other employees who
may be directors of the Corporation.
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3.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
3.11 "Non-Employee Director" means a member of the Board who is not an
Employee, and shall include any individual who, at any time after the date of
adoption of the Plan, serves the Board in an advisory or emeritus capacity.
3.12 "Plan Shares" or "Shares" means shares of Common Stock held in the
Trust which may be distributed to a Recipient pursuant to the Plan.
3.13 "Plan Share Award" or "Award" means a right granted under this Plan
to receive a distribution of Plan Shares upon completion of the service
requirements described in Article VII.
3.14 "Recipient" means an Employee or Non-Employee Director who receives
a Plan Share Award under the Plan.
3.15 "Retirement" means a termination of employment upon or after
attainment of age sixty-five (65) or such earlier age as may be specified in
applicable plans or policies of the Corporation, a Subsidiary or in a
Recipient's Plan Share Award.
3.16 "Subsidiary" means LBA Savings Bank and any other subsidiaries of
the Corporation or the Savings Bank which, with the consent of the Board,
agree to participate in this Plan.
3.17 "Savings Bank" means LBA Savings Bank, the wholly-owned subsidiary
of the Corporation.
3.18 "Trustee" means such firm, entity or persons approved by the Board
of Directors to hold legal title to the Plan 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 Committee, which shall consist of two or more members of
the Board, each of whom shall be a Non-Employee Director as defined in Rule
16b-3(b)(3)(i) of the Exchange Act or any successor thereto. The Committee
shall have all of the powers allocated to it in this and other Sections of
the Plan. 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 in the absence of action by the Board of Directors. 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
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and decisions with respect to the Plan to the Board at appropriate times, but
in no event less than one time per calendar year.
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 or replace the
Trustee, provided that any directors who are selected as members of the
Committee shall be Non-Employee Directors.
4.03 LIMITATION ON LIABILITY. No member of the Board or the Committee
shall be liable for any determination made in good faith with respect to the
Plan or any Plan Shares or Plan Share Awards granted under it. If a member
of the Board or the Committee 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 reason of anything done
or not done by him in such capacity under or with respect to the Plan, the
Corporation shall, subject to the requirements of applicable laws and
regulations, indemnify such member against all liabilities and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in the best interests of the Corporation and any Subsidiaries
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
4.04 COMPLIANCE WITH LAWS AND REGULATIONS. All Awards granted hereunder
shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as
may be required.
ARTICLE V
CONTRIBUTIONS
5.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amount (or the method of computing the amount) and timing of any
contributions by the Corporation and any Subsidiaries to the Trust
established under this Plan. Such amounts may be paid in cash or in shares
of Common Stock and shall be paid to the Trust at the designated time of
contribution. No contributions by Employees or Directors shall be permitted.
5.02 INVESTMENT OF TRUST ASSETS; NUMBER OF PLAN SHARES. Subject to
Section 8.02 hereof, the Trustee shall invest all of the Trust's assets
primarily in Common Stock. The aggregate number of Plan Shares available for
distribution pursuant to this Plan shall be 109,250 shares of Common Stock,
which shares shall be purchased from the Corporation and/or from stockholders
thereof by the Trust with funds contributed by the Corporation. During the
time this Plan remains in effect, Awards to each Employee and each Non-
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Employee Director shall not exceed 25% and 5% of the shares of Common
Stock available under the Plan, respectively.
ARTICLE VI
ELIGIBILITY; ALLOCATIONS
6.01 AWARDS TO NON-EMPLOYEE DIRECTORS. Plan Share Awards to
Non-Employee Directors shall be made to such persons and in such amounts as
determined by the Board of Directors of the Committee. However, Plan Share
Awards up to 32,775 shares (or 30% of the number of shares available under
this Plan) shall be made to Non-Employee Directors in the aggregate and no
individual Non-Employee Director may receive Plan Share Awards in excess of
5,462 shares (or 5% of the number of shares available under this Plan).
6.02 AWARDS TO EMPLOYEES. Plan Share Awards may be made to such
Employees as may be selected by the Board of Directors or the Committee. In
selecting those Employees to whom Plan Share Awards may be granted and the
number of Shares covered by such Awards, the Committee shall consider the
duties, responsibilities and performance of each respective Employee, his
present and potential contributions to the growth and success of the
Corporation, his salary and such other factors as shall be deemed relevant to
accomplishing the purposes of the Plan. The Board of Directors or the
Committee may but shall not be required to request the written recommendation
of the Chief Executive Officer of the Corporation other than with respect to
Plan Share Awards to be granted to him.
6.03 FORM OF ALLOCATION. As promptly as practicable after a
determination is made pursuant to Sections 6.01 or 6.02 that a Plan Share
Award is to be issued, the Board of Directors or the Committee shall notify
the Recipient 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 shall be distributed to the Recipient. The date on which the Board of
Directors or the Committee makes the determination with respect to Plan Share
Awards shall be considered the date of grant of the Plan Share Award. The
Board of Directors or the Committee shall maintain records as to all grants
of Plan Share Awards under the Plan.
6.04 ALLOCATIONS NOT REQUIRED TO ANY SPECIFIC EMPLOYEE. Notwithstanding
anything to the contrary in Section 6.02 hereof, no Employee shall have any
right or entitlement to receive a Plan Share Award hereunder, such Awards
being at the total discretion of the Board of Directors or the Committee.
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ARTICLE VII
EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 EARNING PLAN SHARES; FORFEITURES.
(a) GENERAL RULES. Subject to the terms hereof, Plan Share Awards
shall be earned by a Recipient at the rate of twenty percent (20%) of the
aggregate number of Shares covered by the Award as of each annual anniversary
of the date of grant of the Award. If the employment of an Employee or
service as a Non-Employee Director is terminated prior to the fifth (5th)
annual anniversary of the date of grant of a Plan Share Award for any reason
(except as specifically provided in subsections (b), (c) and (d) below), the
Recipient shall forfeit the right to any Shares subject to the Award which
have not theretofore been earned. In the event of a forfeiture of the right
to any Shares subject to an Award by an Employee, such forfeited Shares shall
become available for allocation pursuant to Section 6.02 hereof as if no
Award had been previously granted with respect to such Shares. No fractional
shares shall be distributed pursuant to this Plan.
(b) EXCEPTION FOR TERMINATIONS DUE TO DEATH, DISABILITY OR
RETIREMENT. Notwithstanding the general rule contained in Section 7.01(a),
all Plan Shares subject to a Plan Share Award held by a Recipient whose
employment with or service to the Corporation or any Subsidiary terminates
due to death or Disability shall be deemed earned as of the Recipient's last
day of employment with or service to the Corporation or any Subsidiary and
shall be distributed as soon as practicable thereafter; provided, however,
that Awards shall be distributed in accordance with Section 7.03(a). In
addition, in the event that a Recipient's employment with or service to the
Corporation or any Subsidiary terminates due to Retirement, all Plan Shares
subject to a Plan Share Award held by a Recipient shall be deemed earned as
of the Recipient's last day of employment with or service to the Corporation
or any Subsidiary and shall be distributed as soon as practicable thereafter;
provided, however, that Awards shall be distributed in accordance with
Section 7.03(a) and, as of the date of such Retirement, such treatment is
either authorized or is not prohibited by applicable laws and regulations.
(c) EXCEPTION FOR TERMINATIONS AFTER A CHANGE IN CONTROL OF THE
CORPORATION. Notwithstanding the general rule contained in Section 7.01(a),
all Plan Shares subject to a Plan Share Award held by a Recipient shall be
deemed to be earned in the event of a Change in Control of the Corporation
if, as of the date of such Change in Control of the Corporation, such
treatment is either authorized or is not prohibited by applicable laws and
regulations.
(d) REVOCATION FOR MISCONDUCT. Notwithstanding anything
hereinafter 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 distributed
hereunder, whether or not yet earned, in the case of an Employee who is
discharged from the employ of the Corporation or any Subsidiary for cause
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(as hereinafter defined). Termination for cause shall mean termination
because of the Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule, or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order. Plan Share Awards granted to a Non-Employee Director
who is removed for cause pursuant to the Corporation's Articles of
Incorporation shall terminate as of the effective date of such removal.
7.02 DISTRIBUTION OF DIVIDENDS. Any cash dividends (including special
large and nonrecurring dividends including one that has the effect of a
return of capital to the Corporation's stockholders) or stock dividends
declared in respect of each unvested Plan Share Award will be held by the
Trust for the benefit of the Recipient on whose behalf such Plan Share Award
is then held by the Trust and such dividends, including any interest thereon,
will be paid out proportionately by the Trust to the Recipient thereof as
soon as practicable after the Plan Share Awards become earned. Any cash
dividends or stock dividends declared in respect of each vested Plan Share
held by the Trust will be paid by the Trust, as soon as practicable after the
Trust's receipt thereof, to the Recipient on whose behalf such Plan Share is
then held by the Trust.
7.03 DISTRIBUTION OF PLAN SHARES.
(a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Plan Shares shall be
distributed to the Recipient or his Beneficiary, as the case may be, as soon
as practicable after they have been earned.
(b) FORM OF DISTRIBUTIONS. 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 and distributable. Payments representing cash dividends shall be made
in cash.
(c) WITHHOLDING. The Trustee may withhold from any cash payment
or Common Stock distribution made under this Plan sufficient amounts to cover
any applicable withholding and employment taxes, and if the amount of a cash
payment is insufficient, the Trustee may require the Recipient or Beneficiary
to pay to the Trustee the amount required to be withheld as a condition of
delivering the Plan Shares. The Trustee shall pay over to the Corporation or
any Subsidiary which employs or employed such Recipient any such amount
withheld from or paid by the Recipient or Beneficiary.
(d) RESTRICTIONS ON SELLING OF PLAN SHARES. Plan Share Awards may
not be sold, assigned, pledged or otherwise disposed of prior to the time
that they are earned and distributed pursuant to the terms of this Plan.
Following distribution, the Board of Directors or the Committee may require
the Recipient or his Beneficiary, as the case may be, to agree not to sell or
otherwise dispose of his distributed Plan Shares except in accordance with
all then applicable federal and state securities laws, and the Board of
Directors or the
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Committee may cause a legend to be placed on the stock certificate(s)
representing the distributed Plan Shares in order to restrict the
transfer of the distributed Plan Shares for such period of time or under
such circumstances as the Board of Directors or the Committee, upon the
advice of counsel, may deem appropriate.
7.04 VOTING OF PLAN SHARES. After a Plan Share Award has been made, the
Recipient shall be entitled to direct the Trustee as to the voting of the
Plan Shares which are covered by the Plan Share Award and which have not yet
been earned and distributed to him, subject to rules and procedures adopted
by the Committee for this purpose. All shares of Common Stock held by the
Trust which have not been awarded under a Plan Share Award and shares which
have been awarded as to which Recipients have not directed the voting shall
be voted by the Trustee in the same proportion as voted by the Trustee for
shares allocated and which the Trustee receives directions for such vote by
Recipients.
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 Board of Directors or
the Committee pursuant to the Plan.
8.02 MANAGEMENT OF TRUST. It is the intent of this Plan and Trust that
the Trustee shall have complete authority and discretion with respect to the
arrangement, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust in Common Stock to the fullest extent
practicable, except to the extent that the Trustee determine that the holding
of monies in cash or cash equivalents is necessary to meet the obligations of
the Trust. In performing their duties, the Trustee 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 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 Corporation 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, obligations of the United States Government or its agencies or
such other investments as shall be considered the equivalent of cash.
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(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 in
the opinion of the Trustee be 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 the Trustee deems desirable.
(h) To hold funds and securities representing the amounts to
be distributed to a Recipient 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 of the Trust.
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 court for the exercise of any
power herein contained, or give 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 Board of Directors or the Committee.
8.04 EXPENSES. All costs and expenses incurred in the operation and
administration of this Plan shall be borne by the Corporation or, in the
discretion of the Corporation, the Trust.
8.05 INDEMNIFICATION. Subject to the requirements of applicable laws
and regulations, the Corporation 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 its
duties hereunder, unless the same shall be due to the Trustee's gross
negligence or willful misconduct.
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ARTICLE IX
MISCELLANEOUS
9.01 ADJUSTMENTS FOR CAPITAL CHANGES. The aggregate number of Plan
Shares available for distribution 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 shares or
other capital adjustment, or other increase or decrease in such shares
effected without receipt or payment of consideration by the Corporation.
9.02 AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution,
at any time amend or terminate the Plan and the Trust (including amendments
which may result int eh merger of the Plan or the Trust with and into other
plans or trusts of the Corporation or successor thereto), subject to any
applicable regulatory requirements and any required stockholder approval or
any stockholder approval which the Board may deem to be advisable for any
reason, such as for the purpose of obtaining or retaining any statutory or
regulatory benefits under tax, securities or other laws or satisfying any
applicable stock exchange listing requirements. The Board may not, without
the consent of the Recipient, alter or impair his Plan Share Award except as
specifically authorized herein. Upon termination of the Plan, the
Recipient's Plan Share Awards shall be distributed to the Recipient in
accordance with the terms of Article VII hereof.
9.03 NONTRANSFERABLE. During the lifetime of the Recipient, Plan Shares
may only be earned by and paid to the Recipient who was notified in writing
of the Award pursuant to Section 6.03, provided that Plan Share Awards and
rights to Plan Shares shall be transferable by a Recipient to his or her
spouse, lineal ascendants, lineal descendants, or to a duly established
trust. Plan Share Awards so transferred may not again be transferred other
than to the Recipient who originally received the grant of Plan Share Awards
or to an individual or trust to whom such Recipient could have transferred
Plan Share Awards pursuant to this Section 9.03. Plan Share Awards which are
transferred pursuant to this Section 9.03 shall be subject to the same terms
and conditions as would have applied to such Plan Share Awards in the hands
of the Recipient who originally received the grant of such Plan Share Award.
No Recipient or Beneficiary shall have any right in or claim to any assets of
the Plan or Trust, nor shall the Corporation or any Subsidiary be subject to
any claim for benefits hereunder.
9.04 EMPLOYMENT OR SERVICE 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 on the part of any Employee or Non-Employee Director to continue in
such capacity.
9.05 VOTING AND DIVIDEND RIGHTS. No Recipient shall have any voting or
dividend rights or other rights of a stockholder in respect of any Plan
Shares covered by a Plan Share
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Award, except as expressly provided in Sections 7.02 and 7.04 above, prior
to the time said Plan Shares are actually earned and distributed to him.
9.06 GOVERNING LAW. To the extent not governed by federal law, the Plan
and Trust shall be governed by the laws of the State of Louisiana.
9.07 EFFECTIVE DATE. This Plan shall be effective as of the Effective
Date, and Awards may be granted hereunder as of or after the Effective Date
and as long as the Plan remains in effect. Notwithstanding the foregoing or
anything to the contrary in this Plan, the implementation of this Plan and
any Awards granted pursuant hereto are subject to the receipt of any
applicable regulatory approvals or non-objections and approval of the
Corporation's stockholders.
9.08 TERM OF PLAN. This Plan shall remain in effect until the earlier
of (1) ten (10) years from the Effective Date, (2) termination by the Board,
or (3) the distribution to Recipients and Beneficiaries of all assets of the
Trust.
9.09 TAX STATUS OF TRUST. It is intended that the trust established
hereby be treated as a Grantor Trust of the Corporation under the provisions
of Section 671 ET SEQ. of the Code, as the same may be amended from time to
time.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and the corporate seal to be affixed
and duly attested, and the initial Trustee established pursuant hereto have
duly and validly executed this Agreement, all on this 20th day of November
1996.
ACADIANA BANCSHARES, INC.
By /S/ GERALD G. REAUX, JR.
--------------------------------------
Gerald G. Reaux, Jr.
President and Chief Executive Officer
ATTEST:
By: /S/ MABLE D. LANTIER
-------------------------
Mable D. Lantier
Corporate Secretary TRUSTEE
By: /S/ AL W. BEACHAM
--------------------------------------
Al W. Beacham, Trustee
By: /S/ DON J. O'ROURKE, SR.
--------------------------------------
Don J. O'Rourke, Sr.
By: /S/ WILLIAM H. MOUTON
--------------------------------------
William H. Mouton, Trustee
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<PAGE>
REVOCABLE PROXY
ACADIANA BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF ACADIANA BANCSHARES, INC. ("COMPANY") FOR USE
AT THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY
21, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as
of December 12, 1996, hereby authorizes the Board of
Directors of the Company or any successors thereto as
proxies with full powers of substitution, to represent the
undersigned at the Special Meeting of Stockholders of the
Company to be held at Les Saisons Room at A La Carte located
at 301 Heymann Boulevard, Lafayette, Louisiana 70501 on
Tuesday, January 21, 1997 at 2:00 p.m., Central Time, and at
any adjournment of said meeting, and thereat to act with
respect to all votes that the undersigned would be entitled
to cast, if then personally present, as follows:
1. PROPOSAL to adopt the Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
2. PROPOSAL to adopt the Recognition and Retention Plan and Trust.
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL to adjourn the Special Meeting, if necessary, to solicit
additional proxies.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting.
(Continued and to be signed on other side)
<PAGE>
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS
SPECIFIED. IF RETURNED BUT NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND, IF NECESSARY, 3
AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY
REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED
AT THE SPECIAL MEETING.
Dated: -------------, --------
-----------------------------------
-----------------------------------
Signature(s)
PLEASE SIGN THIS EXACTLY AS YOUR NAME(S) APPEAR(S)
ON THIS PROXY. WHEN SIGNING IN A REPRESENTATIVE
CAPACITY, PLEASE GIVE TITLE. WHEN SHARES ARE HELD
JOINTLY, ONLY ONE HOLDER NEED SIGN.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
