II - 7
As filed with the Securities and Exchange Commission on November
17, 1997
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
CRESTAR FINANCIAL CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-0722175
(State or other jurisdiction of(I.R.S. Employer Identification Number)
incorporation or organization)
919 East Main Street
Richmond, Virginia 23219
804-782-5000
(Address of principal executive office, including zip code)
CRESTAR/ANB
STOCK OPTION PLAN
(Full title of the Plan)
____________________
Linda F. Rigsby, Esq.
Senior Vice President and Corporate Secretary
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
804-782-7738
(Name, address and telephone number including, area code, of
agent for service)
With copies to:
Lathan M. Ewers, Jr.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
804-788-8269
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registratio
to be registered registered price offering n fee
per price(1)
share(1)
Common Stock, $5 150,000 $48.125 $7,218,750 $2,188
par value
Preferred Share
Purchase
Rights(2)
(1) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457(c) on the basis of $48.125 per share, which was the
average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on November 12, 1997.
(2) The Rights to purchase Participating Cumulative
Preferred Stock, Series C will be attached to and will trade with
shares of the Common Stock of the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Crestar Financial
Corporation (the "Company") with the Commission (file No. 1-7083)
are incorporated herein by reference and made a part hereof: (i)
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; (ii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, June 30, and September
30, 1997; and (iii) the description of the Company's Common Stock
(the "Common Stock") contained in the Company's registration
statement on Form 8-A filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Directors and officers of the Company may be indemnified
against liabilities, fines, penalties, and claims imposed upon or
asserted against them as provided in the Virginia Stock
Corporation Act and the Company's Restated Articles of
Incorporation. Such indemnification covers all costs and
expenses reasonably incurred by a director or officer. The Board
of Directors, by a majority vote of a quorum of disinterested
directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the
director or officer seeking indemnification was not guilty of
willful misconduct or a knowing violation of the criminal law.
In addition, the Virginia Stock Corporation Act and the Company's
Restated Articles of Incorporation may under certain
circumstances eliminate the liability of directors and officers
in a shareholder or derivative proceeding.
If the person involved is not a director or officer of the
Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.
The Company has in force and effect a policy insuring the
directors and officers of the Company against losses which they
or any of them shall become legally obligated to pay for reason
of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the
directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers, such
coverage being limited by the specific terms and provisions of
the insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Restated Articles of Incorporation of the Company
(Incorporated herein by reference from Exhibit 3(a) of
the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (Commission File No. 1-7083)).
4.2 Bylaws of the Company (Incorporated herein by reference
from Exhibit 3(b) of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996).
4.3 Rights Agreement dated June 23, 1989, between the
Company and Mellon Bank, N.A., as Rights Agent
(Incorporated herein by reference from Exhibit 4.1 of
the Company's Current Report on Form 8-K dated June 23,
1989).
4.4 Crestar/ANB Stock Option Plan.
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche LLP.
24 Power of Attorney for Officers and Directors (included on
signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change in such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Richmond, Commonwealth of Virginia, on this 12th day of
November, 1997.
CRESTAR FINANCIAL CORPORATION
(Registrant)
By /s/ Richard G.
Tilghman
Richard G. Tilghman,
Chairman,
Chief Executive Officer
and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on November 12, 1997. Each
of the directors and/or officers of Crestar Financial Corporation
whose signature appears below hereby appoints John C. Clark, III,
Lathan M. Ewers, Jr. and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below, and to file with
the Commission any and all amendments, including post-effective
amendments, to this registration statement, making such changes
in the registration statement as appropriate, and generally to do
all such things in their behalf in their capacities as officers
and directors to enable Crestar Financial Corporation to comply
with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
Exhibit 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Crestar Financial Corporation:
We consent to the use of our report included in Crestar Financial
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 incorporated herein by reference. Our report
refers to our reliance on another auditors' report with respect
to amounts related to Citizens Bancorp included in the
aforementioned consolidated financial statements.
/s/ KPMG Peat Marwick LLP
Richmond, Virginia
November 14, 1997
Exhibit 4.4
CRESTAR FINANCIAL CORPORATION
CRESTAR/ANB STOCK OPTION PLAN
Introduction
Effective November 13, 1997, American National Bancorp,
Inc. (American) merged with and into Crestar Financial
Corporation (Crestar). The terms of that transaction are set
forth in an Agreement and Plan of Reorganization (the
Reorganization Agreement) between American and Crestar.
Options to purchase common stock of American (the
American Options) were granted prior to November 13, 1997,
pursuant to the terms of American's 1993 Incentive Stock Option
Plan, 1993 Stock Option Plan for Outside Directors and 1996 Stock
Option Plan. The American Options were surrendered to American
for cancellation, without receipt of consideration from Citizens,
prior to the effectiveness of the merger with and into Crestar.
The Reorganization Agreement provides that Crestar will
grant options (the Crestar Options) to purchase Crestar common
stock to those persons who surrendered American Options. The
number of shares covered by the Crestar Options and the option
price per share will be the same as under the American Options,
as adjusted in accordance with the Reorganization Agreement. The
remaining terms of the Crestar Options will be the same as the
terms of the American Options.
This Crestar/ANB Stock Option Plan (the Plan) is
comprised of three distinct Chapters.
Chapter I of the Plan pertains to Crestar Options that
were granted in substitution of American Options that had been
granted under American's 1993 Incentive Stock Option Plan. Those
Crestar Options will be governed by Chapter I and the terms of
the original American Option agreement, as adjusted by the
Reorganization Agreement.
Chapter II of the Plan pertains to Crestar Options that
were granted in substitution of American Options that had been
granted under American's 1993 Stock Option Plan for Outside
Directors. Those Crestar Options will be governed by Chapter II
and the terms of the original Citizens Option agreement, as
adjusted by the Reorganization Agreement.
Chapter III of the Plan pertains to Crestar Options
that were granted in substitution of American Options that had
been granted under American's 1996 Stock Option Plan. Those
Crestar Options will be governed by Chapter III and the terms of
the original American Option agreement, as adjusted by the
Reorganization Agreement.
Any reference in Chapters I, II and III to American
shall be interpreted as a reference to Crestar. Any reference in
Chapters I, II and III to the common stock of American shall be
interpreted as a reference to the common stock of Crestar.
CHAPTER 1
AMERICAN NATIONAL SAVINGS BANK, F.S.B.
1993 INCENTIVE STOCK OPTION PLAN
I. Purpose
The purpose of the American National Savings Bank, F.S.B.
1993 Incentive Stock Option Plan (the "Plan") is to advance the
interests of American National Savings Bank, F.S.B. (the "Bank")
and its shareholders by providing officers and key employees of
the Bank and its Affiliates, including American National
Bankshares, MHC, the mutual holding company of the Bank (the
"Company"), upon whose judgment, initiative and efforts the
successful conduct of the business of the Bank and its Affiliates
largely depends, with an additional incentive to perform in a
superior manner as well as to attract people of experience and
ability.
II. Definitions
The following words and phrases when used in this Plan with
an initial capital letter, unless the context clearly indicates
otherwise, shall have the meanings set forth below. Wherever
appropriate, the masculine pronoun shall include the feminine
pronoun and the singular shall include the plural:
"Affiliate" means any "parent corporation" or "subsidiary
corporation" of the Bank, as such terms are defined in Section
424(e) or 424(f), respectively, of the Code.
"Award" means an Award of Non-statutory Stock Options,
Incentive Stock Options, and/or Limited Rights granted under the
provisions of the Plan.
"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.
"Board" means the board of directors of the Bank.
"Change in Control" of the Bank or the Company shall mean:
(1) a plan of reorganization, merger, merger conversion,
consolidation or sale of all or substantially all
of the assets
of the Bank or the Company or a similar transaction
occurs in
which the Bank or the Company is not the
resulting entity;
(2) individuals who constitute the board of directors
of the
Bank or the board of directors of the Company
on the date hereof
(the "Incumbent Board") cease for any reason to
constitute a
majority thereof; provided that any person
becoming a director
subsequent to the date hereof whose election was
approved by a
vote of at least three-quarters of the
directors comprising the
Incumbent Board, or whose nomination for election
by the Stock
Company's stockholders was approved by the
same nominating
committee serving under an Incumbent Board,
shall be, for
purposes of this clause (2), considered as
though he were a
member of the Incumbent Board; or
(3) a change in control within the meaning of 12 C.F.R.
574.4
occurs, as determined by the board of directors of
the Bank or
the Company; provided, however, that a change in
control shall
not be deemed to occur under paragraphs (1) or (3)
of this
definition if the transaction(s).constituting a
change in control
is approved by a majority of the board of
directors of the Bank
or the Company, as the case may be.
(4) In the event that the Company converts from
the mutual form
of organization to the stock form of
organization on a stand-
alone basis at any time subsequent to the
effective date of this
Agreement ("Stock Company"), a "change in
control" of the Bank or
the Stock Company for purposes of this
Agreement shall mean an
event of a nature that: (I) results in a
Change in Control of
the Bank or the Stock Company within the meaning
of the Home
Owners' Loan Act of 1933 and the Rules and
Regulations
promulgated by the Office of Thrift Supervision
(or its
predecessor agency), as in effect on the date
hereof; or (II)
without limitation, such a change in control
shall be deemed to
have occurred at such time as (a) individuals
who constitute the
Incumbent Board cease for any reason to
constitute at least a
majority thereof; provided that any person
becoming a director
subsequent to the date hereof whose election
was approved by a
vote of at least three-quarters of the
directors comprising the
Incumbent Board, or whose nomination for
election by the Stock
Company's stockholders was approved by the
same Nominating
Committee serving under an Incumbent Board,
shall be, for
purposes of this clause (a), considered as
though he were a
member of the Incumbent Board; or (b) a plan of
reorganization is
adopted, or a merger, consolidation, sale of
all or substantially
all the assets of the Bank or the Stock Company
or similar
transaction occurs in which the Bank or the
Stock Company is not
the resulting entity and to which the Incumbent
Board does not
consent.
"Committee" means a Committee of the Board consisting of all
non-employee (i.e., "outside") directors.
"Common Stock" means the Common Stock of the Bank.
"Conversion Transaction" means the conversion of the Company
from the mutual to stock form of organization either on a stand-
alone basis or in the context of a merger conversion.
"Date of Grant" means the actual date on which an Award is
granted by the Committee.
"Director" means a member of the Board.
"Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an employee
to perform the work customarily assigned to him. Additionally, a
medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of such
employee's lifetime.
"Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the reported closing price of the
Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") System (as
published by the Wall Street Journal, if published) on the day
prior to such date, or if the Common Stock was not traded on such
date, on the next preceding day on which the Common Stock was
traded thereon; provided, however, that if the Common Stock is
not reported on the NASDAQ System, Fair Market Value shall mean
the average sale price of all shares of Common Stock sold during
the 30-day period immediately preceding the date on which such
stock option was granted, and if no shares of stock have been
sold within such 30-day period, the average sale price of the
last three sales of Common Stock sold during the 90-day period
immediately preceding the date on which such stock option was
granted. In the event Fair Market Value cannot be determined in
the manner described above, then Fair Market Value shall be
determined by the Committee. The Committee shall be authorized
to obtain an independent appraisal to determine the Fair Market
Value of the Common Stock. For purposes of the grant of Options
in the Reorganization, Fair Market Value shall mean the initial
public offering price of the Common Stock.
"Incentive Stock Option" means an Option granted by the
Committee to a Participant, Which Option is designated as an
Incentive Stock Option pursuant to Section 8.
"Limited Right" means the right to receive an amount of cash
based upon the terms set forth in Section 9.
"Non-Statutory Stock Option" means an Option granted by the
Committee to a participant and which is either (i) not designated
by the Committee as an Incentive Stock Option, or (ii) fails to
satisfy the requirements of an Incentive Stock Option as set
forth in Section 422 of the Code and the regulations thereunder.
"Normal Retirement" means retirement at the normal or early
retirement date as set forth in the Pension Plan of American
National Savings Association, or any successor tax-qualified
defined benefit plan.
"Option" means an Award granted under Section 7 or Section
8.
"Participant" means an employee of the Bank or its
Affiliates chosen by the Committee to participate in the Plan.
"Stock Offering" means the initial public offering of the
Common Stock of the Bank.
"Termination for Cause" means the termination of employment
caused by the individual's personal dishonesty, willful
misconduct, any breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or the
willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist
order, any of which results in a material loss to the Bank or an
Affiliate.
III. Administration
The Plan shall be administered by the Committee. The
Committee is authorized, subject to the provision of the Plan, to
establish such rules and regulations as it deems necessary for
the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it
deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and
conclusive on all Participants in the Plan and on their legal
representatives and beneficiaries.
IV. Types of Awards
Awards under the Plan may be granted in any one or a
combination of: (a) Incentive Stock Options; (b) Non-Statutory
Stock Options; and (c) Limited Rights as defined herein in
Section 9.
V. Stock Subject to the Plan
Subject to adjustment as provided in Section 14, the maximum
number of shares reserved for issuance under the Plan is 7% of
the shares of Common Stock of the Bank, issued in connection with
the Stock Offering (or 63,000 shares based upon a Stock Offering
of 900,000 shares). These shares of Common Stock may be either
authorized but unissued shares or shares previously issued and
reacquired by the Bank. To the extent that Options or rights
granted under the Plan are exercised, the shares covered will be
unavailable for future grants under the Plan; to the extent that
Options together with any related rights granted under the Plan
terminate, expire or are cancelled without having been exercised
or, in the case of Limited Rights exercised for cash, new Awards
may be made with respect to these shares.
VI. Eligibility
Officers and other employees of the Bank or its Affiliates
shall be eligible to receive Incentive Stock Options, Non-
Statutory Stock Options and/or Limited Rights under the Plan.
Directors who are not employees or officers of the Bank or its
Affiliates shall not be eligible to receive Awards under the
Plan.
VII. Non-Statutory Stock Options
A. Grant of Non-Statutory Stock Options
The Committee may, from time to time, grant Non-Statutory
Stock Options to eligible employees and, upon such terms and
conditions as the Committee may determine, grant Non-Statutory
Stock Options in exchange for and upon surrender of previously
granted Awards under this Plan. Non-Statutory Stock Options
granted under this Plan are subject to the following terms and
conditions:
1. Option Agreement. Each Option shall be evidenced by a
written option agreement between the Bank and the employee
specifying the number of shares of Common Stock that may be
acquired through its exercise and containing such other
terms and
conditions that are not inconsistent with the terms of this
grant.
2. Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-Statutory Stock
Option
shall be determined by the Committee on the date the Option
is
granted. Except as provided below, such purchase price
shall not
be less than 100% of the Fair Market Value of the Bank's
Common
Stock on the date the Option is granted. The purchase
price per
share of Common Stock deliverable upon the exercise of each
Non-
Statutory Stock Option granted in exchange for and upon
surrender
of previously granted awards shall be not less than
85% of the
Fair Market Value of the Bank's Common Stock on the date
the
Option is granted, but in no event may the purchase
price of any
Non-Statutory Stock Option be less than the par
value of the
Common Stock. Shares may be purchased only upon
full payment of
the purchase price. Payment of the purchase price
may be made,
in whole or in part, through the surrender of shares of the
Common Stock of the Bank at the Fair Market Value of such
shares
determined in the manner described in Section 2.
3. Manner of Exercise. The Option may be exercised from time
to time, in whole or in part, by delivering a written notice
of
exercise to the President or Chief Executive Officer of the
Bank.
Such notice is irrevocable and must be accompanied by full
payment of the purchase price in cash or shares of previously
acquired Common Stock of the Bank at the Fair Market Value of
such shares determined on the exercise on the exercise date by
the manner described in Section 2 hereof. If previously
acquired
shares of Common Stock are tendered in payment of all or part of
the exercise price, the value of such shares shall be determined
as of the date of such exercise.
4. Terms of Options. The term during which each Non-Statutory
Stock Option may be exercised shall be determined by the
Committee, but in no event shall a Non-Statutory Stock Option
be
exercisable in whole or in part more than 10 years from the
Date
of Grant. The Committee shall determine the date on which each
Non-Statutory Stock Option shall become exercisable in
installments. The shares of which each installment is
composed
may be purchased in whole or in part at any time after such
installment becomes purchasable. The Committee, in its sole
discretion, may accelerate the time at which any Non-statutory
Stock Option may be exercised in whole or in part.
Notwithstanding the above, in the event of a Change in
Control of
the Bank, all Non-Statutory Stock Options that have been
awarded
shall become immediately exercisable.
5. Termination of Employment. Upon the termination of an
employee's service for any reason other than Disability,
Normal
Retirement, death or Termination for Cause, the employee's
Non-
Statutory Stock Options shall be exercisable only as to those
shares that were immediately purchasable by the employee at
the
date of termination and only for a period of one year
following
termination. In the event of Termination for Cause, all
rights
under the employee's Non-Statutory Stock Options shall expire
upon termination. In the event of the death, Disability or
Normal Retirement of any employee, all Non-Statutory Stock
Options held by such employee; whether or not exercisable
at such
time, shall be exercisable by such employee or such
employee's
legal representatives or beneficiaries for one year
following the
date of his death, Normal Retirement or cessation of
employment
due to Disability, provided that in no event shall the period
extend beyond the expiration of the Non-Statutory Stock Option
term.
VIII. Incentive Stock Options
A. Grant of Incentive Stock Options
The Committee, from time to time, may grant Incentive Stock
Options to eligible employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and
conditions:
1. Option Agreement. Each Option shall be evidenced by a
written option agreement between the Bank and the employee
specifying the number of shares of Common Stock that may be
acquired through its exercise and containing such other terms
and
conditions that are not inconsistent with the terms of this
grant.
2. Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the
Bank's Common Stock on the date the Incentive Stock Option is
granted. However, if an employee owns stock possessing more
than
10% of the total combined voting power of all classes of
stock of
the Bank (or under Section 424(d) of the Code, is deemed to
own
stock representing more than 10% of the total combined voting
power of all classes of stock of the Bank or its Affiliates,
by
reason of the ownership of such classes of stock, directly or
indirectly, by or for any brother, sister, spouse, ancestor or
lineal descendent of such employee, or by or for any
corporation,
partnership, estate or trust of which such employee is a
shareholder, partner or beneficiary), the purchase price per
share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair
Market Value of the Bank's Common Stock on the date the
Incentive
Stock Option is granted. Shares may be purchased only upon
payment of the full purchase price. Payment of the purchase
price may be made, in whole or in part, through the
surrender of
shares of the Common Stock of the Bank at the Fair Market
Value
of such shares determined in the manner described in Section
2.
3. Manner of Exercise. The Option may be exercised from time
to time, in whole or in part, by delivering a written notice
of
exercise to the President or Chief Executive Officer of the
Bank.
Such notice is irrevocable and must be accompanied by full
payment of the purchase price in cash or shares of previously
acquired Common Stock of the Bank at the Fair Market Value of
such shares determined on the exercise date by the manner
described in Section 2 hereof. If previously acquired shares
of
Common Stock are tendered in payment of all or part of the
exercise price, the value of such shares shall be determined
as
of the date of such exercise.
4. Amount of Options. Incentive Stock Options may be granted
to any eligible employee in such amounts as determined by the
Committee; provided that the amount granted is consistent with
the terms of Section 422 of the Code. In the case of an Option
intended to qualify as an Incentive Stock Option, the aggregate
Fair Market Value (determined as of the time the Option is
granted) of the Common Stock with respect to which Incentive
Stock Options granted are exercisable for the first time by the
Participant during any calendar year (under all plans of the
Participant's employer corporation and its parent and
subsidiary
corporations) shall not exceed $100,000. The provisions of
this
Section 8.1(d) shall be construed and applied in accordance
with
Section 422(d) of the Code and the regulations, if any,
promulgated thereunder.
5. Term of Options. The term during which each Incentive Stock
Option may be exercised shall be determined by the Committee,
but
in no event shall an Incentive Stock Option be exercisable in
whole or in part more than 10 years from the Date of Grant.
If
any employee, at the time an Incentive Stock Option is granted to
him, owns stock of the Bank or its Affiliates representing
more
than 10% of the total combined voting power of all classes of
stock (or, under Section 424(d) of the Code, is deemed to own
stock representing more than 10% of the total combined voting
power of all classes of stock of the Bank or its Affiliates, by
reason of the ownership, of such classes of Common Stock,
directly or indirectly, by or for any brother, sister, spouse,
ancestor or lineal descendent of such employee, or by or for
any
corporation, partnership, estate or trust of which such
employee
is a shareholder, partner or Beneficiary), the Incentive
Stock
Option granted to him shall not be exercisable after the
expiration of five years from the Date of Grant. No Incentive
Stock Option granted under this Plan is transferable except by
will or the laws of descent and distribution and is
exercisable
during his lifetime only by the employee to which it is
granted.
The Committee shall determine the date on which
each Incentive Stock Option shall become
exercisable and may provide that an Incentive
Stock Option shall become exercisable in
installments. The shares comprising each
installment may be purchased in whole or in part
at any time after such installment becomes
purchasable, provided that the amount able to be
first exercised in a given year is consistent with
the terms of Section 422 of the Code. To the
extent required by Section 422 of the Code, the
aggregate fair market value (determined at the
time the Option is granted) of the Common Stock
for which Incentive Stock Options are exercisable
for the first time by a Participant during any
calendar year (under all plans of the Bank and its
Affiliates) shall not exceed $100,000. The
Committee, in its sole discretion, may accelerate
the time at which any Incentive Stock Plan may be
exercised in whole or in part; provided that it is
consistent with the terms of Section 422 of the
Code. Notwithstanding the above, in the event of
a Change in Control of the Bank, all Incentive
Stock Options that have been awarded shall become
immediately exercisable, unless the fair market
value of the amount exercisable as a result of a
Change in Control shall exceed $100,000
(determined as of the date of grant). In such
event, the first $100,000 of Incentive Stock
Options (determined as of the date of grant) shall
be exercisable as Incentive Stock Options and any
excess shall be exercisable as Non-Statutory Stock
Options.
6. Termination of Employment. Upon the termination of an
employee's service for any reason other than Disability,
Normal
Retirement, Change in Control, death or Termination for Cause,
an
employee's Incentive Stock Options shall be exercisable only
as
to those shares which were immediately purchasable by such
employee at the date of termination and only for a period of
three months following termination. In the event of
Termination
for Cause all rights under his Incentive Stock Options shall
expire upon termination.
In the event of death or Disability of any
employee, all Incentive Stock Options held by such
employee, whether or not exercisable at such time,
shall be exercisable by such employee or his legal
representatives or beneficiaries for three years
following the date of his death or cessation of
employment due to Disability; provided, however,
that such option, in the case of the employee's
Disability, shall not be eligible for treatment as
an Incentive Stock Option in the event that such
option is exercised more than one year following
the date of his cessation of employment due to
Disability. In the case of an employee's death,
the employee must have satisfied all applicable
employment requirements at the time of death.
Upon termination of an employee's service due to
Normal Retirement, or a Change in Control, all
Incentive Stock Options held by such employee,
whether or not exercisable at such time, shall be
exercisable for a period of one year following the
date of his cessation of employment; provided,
however, that such Option shall not be eligible
for treatment as an Incentive Stock Option in the
event such Option is exercised more than three
months following the date of his Normal Retirement
or the Change in Control. In no event shall the
exercise period extend beyond the expiration of
the Incentive Stock Option term.
7. Compliance with Code. The Options granted under this
Section 8 of the Plan are intended to qualify as incentive
stock
options within the meaning of Section 422 of the Code, but
the
Bank makes no warranty as to the qualification of any Option
as
an incentive stock option within the meaning of Section 422
of
the Code. If an Option granted hereunder fails for whatever
reason to comply with the provisions of Section 422 of the
Code,
and such failure is not or cannot be cured, such Option
shall be
a Non-Statutory Stock Option.
IX. Limited Rights
A. Grant of Limited Rights
The Committee may grant a Limited Right simultaneously with
the grant of any Option, with respect to all or some of the
shares covered by such Option. Limited Rights granted under this
Plan are subject to the following terms and conditions:
1. Terms of Rights. In no event shall a Limited Right be
exercisable in whole or in part before the expiration of six
months from the date of grant of the Limited Right. A
Limited
Right may be exercised only in the event of a Change in
Control
of the Bank.
The Limited Right may be exercised only when the
underlying Option is eligible to be exercised,
provided that the Fair Market Value of the
underlying shares on the day of exercise is
greater than the exercise price of the related
Option.
Upon exercise of a Limited Right, the related
Option shall cease to be exercisable. Upon
exercise or termination of an Option, any related
Limited Rights shall terminate. The Limited
Rights may be for no more than 100% of the
difference between the exercise price and the Fair
Market Value of the Common Stock subject to the
underlying Option. The Limited Right is
transferable only when the underlying Option is
transferable and under the same conditions.
2. Payment. Upon exercise of a Limited Right, the holder shall
promptly receive from the Bank an amount of cash equal to the
difference between the Fair Market Value on the Date of Grant
of
the related Option and the Fair Market Value of the
underlying
shares on the date the Limited Right is exercised, multiplied
by
the number of shares with respect to which such Limited Right
is
being exercised.
X. Surrender of Option
In the event of a Participant's termination of employment as
a result of death, Disability or Retirement, the Participant (or
his personal representative(s), heir(s), or devisee(s)) may, in a
form acceptable to the Committee, make application to surrender
all or part of Options held by such Participant in exchange for a
cash payment from the Bank of an amount equal to the difference
between the Fair Market Value of the Common Stock on the date of
termination of employment and the exercise price per share of the
Option on the Date of Grant. Whether the Bank accepts such
application or determines to make payment, in whole or part, is
within its absolute and sole discretion, it being expressly
understood that the Bank is under no obligation to any
Participant whatsoever to make such payments. In the event that
the Bank accepts such application and determines to make payment,
such payment shall be in lieu of the exercise of the underlying
Option and such Option shall cease to be exercisable.
XI. Rights of a Shareholder; Nontransferability
An optionee shall have no rights as a shareholder with
respect to any shares covered by a Non-Statutory and/or Incentive
Stock Option until the date of issuance of a stock certificate
for such shares. Nothing in this Plan or in any Award granted
confers on any person any right to continue in the employ of the
Bank or its Affiliates or to continue to perform services for the
Bank or its Affiliates or interferes in any way with the right of
the Bank or its Affiliates to terminate his services as an
officer or other employee at any time.
No Award under the Plan shall be transferable by the
optionee other than by will or the laws of descent and
distribution and may only be exercised during his lifetime by the
optionee, or by a guardian or legal representative.
XII. Agreement with Participants
Each Award of Options, and/or Limited Rights will be
evidenced by a written agreement, executed by the Participant and
the Bank or its Affiliates that describes the conditions for
receiving the Awards including the date of Award, the purchase
price if any, applicable periods, and any other terms and
conditions as may be required by the Board or applicable
securities law.
XIII. Designation of Beneficiary
A Participant, with the consent of the Committee, may
designate a person or persons to receive, in the event of death,
any stock Option or Limited Rights Award to which he would then
be entitled. Such designation will be made upon forms supplied
by and delivered to the Bank and may be revoked in writing. If a
Participant fails effectively to designate a Beneficiary, then
his estate will be deemed to be the Beneficiary.
XIV. Dilution and Other Adjustments
In the event of any change in the outstanding shares of
Common Stock of the Bank by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other
similar corporate change, or other increase or decrease in such
shares without receipt or payment of consideration by the Bank,
the Committee will make such adjustments to previously granted
Awards, to prevent dilution or enlargement of the rights of the
Participant, including any or all of the following:
a. adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;
b. adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan;
c. subject to Section 8.l(a) hereof, adjustments in the
purchase price of outstanding Incentive and/or Non-
Statutory
Stock Options, or any Limited Rights attached to such
Options.
No such adjustments, however, may change materially the
value of benefits available to a Participant under a previously
granted Award.
XV. Limitations upon Exercise of Options
Notwithstanding any other provision of the Plan, so long as
the Company remains in the mutual form of organization and so
long as any applicable statute or regulation requires the Company
to own at least a majority of the outstanding Common Stock of the
Bank, an Option granted under this Plan may not be exercised if
the exercise of such an Option would result in the Company owning
less than a majority of the Common Stock of the Bank. Nothing
herein shall preclude the Bank from issuing additional authorized
but unissued shares of Common Stock to the Company to allow for
the exercise of Options which would otherwise have resulted in
the Company owning less than a majority of the Common Stock of
the Bank.
XVI. Treatment of Options in the Event of a Conversion
Transaction
In the event that the Company converts to stock form in a
Conversion Transaction any Options outstanding shall, at the
Option of the holder, (i) be convertible into Options for Common
Stock of the Stock Holding Company, or (ii) be exercisable by the
holder prior to the effective date of the Conversion Transaction
and the holder shall be entitled to exchange, in the same manner
as other minority stockholders of the Bank, the shares of Common
Stock of the Bank received upon such exercise for shares of
Common Stock of the Stock Holding Company. Provided, however,
that if for any reason the minority shareholders are not
permitted to exchange their Common Stock for Stock Holding
Company common stock in a Conversion Transaction, the holders of
any unexercised Options under this plan shall be entitled to
receive upon exercise of such Option cash payment from the Bank
for the shares of stock represented by the options in an amount
equal to the initial offering price of the common stock of the
Stock Holding Company at the closing of the Conversion
Transaction, less the original exercise price of such options.
Any exchange, conversion of options, or cash payment for shares
shall be subject to applicable federal and state regulations and,
if necessary, subject to the approval of the appropriate
regulatory authorities.
XVII. Withholding
There may be deducted from each distribution of cash and/or
Common Stock under the Plan the amount of tax required by any
governmental authority to be withheld.
XVIII. Amendment of the Plan
The Board may at any time, and from time to time, modify or
amend the Plan in any respect; provided, however, that if
necessary to continue to qualify the Plan under the Securities
and Exchange Commission Rule 16b-3, the approval by a majority of
the shares represented in person or by proxy shall be required
for any such modification or amendment that:
a. increases the maximum number of shares for which options may
be granted under the Plan (subject, however, to the provisions of
Section 14 hereof);
b. reduces the exercise price at which Awards may be granted
(subject, however, to the provisions of Sections 8.l(a) and 14
hereof);
c. extends the period during which options may be granted or
exercised beyond the times originally prescribed (subject,
however, to the provisions of Section 8.l(a) hereof); or
d. changes the persons eligible to participate in the Plan.
Failure to ratify or approve amendments or modifications to
subsections (a) through (d) of this Section 18 by shareholders
shall be effective only as to the specific amendment or
modification requiring such ratification. Other provisions,
sections, and subsections of this Plan will remain in full force
and effect.
No such termination, modification or amendment may affect
the rights of a Participant under an outstanding Award.
XIX. Approval by Stockholders
The Plan shall be approved by stockholders of the Bank
within 12 months after the Plan has been adopted. No Options
granted pursuant to the Plan shall be exercisable prior to such
shareholder approval.
XX. Effective Date of Plan
The Plan shall become effective upon the consummation of the
Reorganization (the "Effective Date"). The Plan shall be
presented to shareholders for ratification for purposes of: (i)
obtaining favorable treatment under Section 16(b) of the Exchange
Act; (ii) obtaining preferential tax treatment for Incentive
Stock Options; and, if applicable, (iii) maintaining listing on
the NASDAQ System, and (iv) enabling the issuance of options and
underlying shares to qualify for exemption from OTS offering
circular requirements. The failure to obtain shareholder
ratification will not affect the validity of the Plan and the
Options thereunder; provided, however, that if the Plan is not
ratified, the Plan shall remain in full force and effect, and any
Incentive Stock Options granted under the Plan shall be deemed to
be Non-Statutory Stock Options.
XXI. Termination of the Plan
The right to grant Awards under the Plan will terminate upon
the earlier of (i) 10 years after the Effective Date, or (ii) the
date on which the exercise of Options or related rights equaling
the maximum number of shares reserved under the Plan occurs, as
set forth in Section 5 hereof. The Board has the right to
suspend or terminate the Plan at any time; provided that no such
action will, without the consent of a Participant, affect
adversely his rights under a previously granted Award.
XXII. Applicable Law
The Plan will be administered in accordance with the laws of
the State of Maryland.
IN WITNESS WHEREOF, the Bank has caused this Plan to be
adopted, executed by its duly authorized officer, and duly
attested as of the 3rd day of November, 1993.
November 24, 1993
Date Approved by Stockholders
AMERICAN NATIONAL SAVINGS BANK,
F.S.B.
/s/ A. Bruce Tucker
A. Bruce Tucker, President and
Chief Executive Officer
ATTESTED:
/s/ Betty J. Stull
Betty J. Stull, Secretary
CHAPTER 2
AMENDMENT NO. 1 TO THE
AMERICAN NATIONAL SAVINGS BANK, F.S.B.
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
WHEREAS, the Board of Directors ("Board") of the American
National Bancorp, Inc. (the "Company") desires to amend the
American National Savings Bank, F.S.B. 1993 Stock Option Plan for
Outside Directors (the "Plan") to provide for the transferability
of Non-statutory Stock Options as permitted by the new rules
adopted by the Securities and Exchange Commission (SEC) as they
relate to Section 16 of the Securities Exchange Act of 1934; and
WHEREAS, the Board desires to amend the Plan to provide for
cash payment, when an Outside Director surrenders all or part of
Options held, equal to the difference between the Fair Market
Value of the Common Stock on the date of the application to
surrender such Option(s) to the Company and the exercise price
per share of the Option on the Date of Grant; and
WHEREAS, the Board wishes to amend the definitions section
of the Plan to conform to the current corporate structure of the
Bank; and
WHEREAS, transactions under the Plan are intended to comply
with all applicable conditions of Securities and Exchange
Commission Rule 161b-3; and
WHEREAS Rule 16b-3 no longer requires shareholder approval
as a prerequisite to any modification or amendment that affects
the grant, award or other acquisition from an issuer;
NOW, THEREFORE, BE IT RESOLVED, that the Plan shall be, and
hereby is, amended effective as of October 1, 1996, in accordance
with the following:
I. The definition of "Common Stock" at Section 2 of the Plan is
amended to read as follows:
"Common Stock" means the Common Stock of the Company.
II. All references in the Plan to "Common Stock of the Bank"
shall heretofore be deemed to refer to "Common Stock of the
Company".
III. The definition of "Company" at Section 2 of the Plan is
amended to read as follows:
"Company means American National Bancorp Inc.
* is received by the company.
IV. Subsection 5(d), Termination of Service, is amended to read
as follows:
(d) Termination of Service. In the event of an Outside
Director's termination of service as a result of death,
Disability or retirement, the Outside Director (or his or
her personal representative(s), heir(s), or devisee(s)) may,
in a form acceptable to the Committee, make application to
surrender all or part of Options held by such Outside
Director in exchange for a cash payment from the Company of
an amount equal to the difference between the Fair Market
Value of the Common Stock on the date the application to
surrender such Option(s)* and the exercise price per share
of the Option on the Date of Grant. Whether the Company
accepts such application or determines to make payment, in
whole or part, is within its absolute and sole discretion,
it being expressly understood that the Company is under no
obligation to any Outside Director whatsoever to make such
payments. In the event that the Company accepts such
application and determines to make payment, such payment
shall be in lieu of the exercise of the underlying Option
and such Option shall cease to be exercisable.
V. Subsection 5(e), Transferability, is amended to read as
follows:
In the discretion of the Board, all or any Non-
Statutory Stock Option granted hereunder may be transferable
by the Participant once the Option has vested in the
Participant, provided, however, that the Board may limit the
transferability of such Option or Options to a designated
class or classes of persons.
IN WITNESS WHEREOF, this Amendment No. 1 has been executed
by the duly authorized officers of the Company as of the 24th day
of October, 1996.
ATTEST: AMERICAN NATIONAL BANCORP, INC.
/s/ By: /s/
President and Chief
Executive Officer
AMERICAN NATIONAL SAVINGS BANK, F.S.B.
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. Purpose
The purpose of the American National Savings Bank, F.S.B.
1993 Stock Option Plan for Outside Directors is to promote the
growth and profitability of American National Savings Bank,
F.S.B., and to provide Outside Directors of the Bank with an
incentive to achieve long-term objectives of the Bank, attract
and retain Outside Directors of outstanding competence and to
provide such Outside Directors with an opportunity to acquire an
equity interest in the Bank.
2. Definitions
The following words and phrases when used in this Plan with
an initial capital letter, unless the context clearly indicates
otherwise, shall have the meanings set forth below. Wherever
appropriate, the masculine pronoun shall include the feminine
pronoun and the singular shall include the plural:
"Affiliate" means any "parent corporation" or "subsidiary
corporation" of the Bank, as such terms are defined in Section
424(e) or 424(f), respectively, of the Code.
"Award" means an Award of Non-statutory Stock Options
granted under the provisions of the Plan.
"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 written designation,
the Beneficiary shall be the Recipient's surviving spouse, if
any, or if none, his estate.
"Board" means the board of directors of the Bank.
"Change in Control" of the Bank or the Company shall mean:
1. a plan of reorganization, merger, merger conversion,
consolidation or sale of all or substantially all of the
assets
of the Bank or the Company or a similar transaction occurs in
which the Bank or the Company is not the resulting entity;
2. individuals who constitute the board of directors of the
Bank or the board of directors of the Company on the date
hereof
(the "Incumbent Board") cease for any reason to constitute a
majority thereof; provided that any person becoming a director
subsequent to the date hereof whose election was approved by a
vote of at least three-quarters of the directors comprising
the
Incumbent Board, or whose nomination for election by the Stock
Holding Company's stockholders was approved by the same
nominating committee serving under an Incumbent Board, shall
be,
for purposes of this clause (2), considered as though he were
a
member of the Incumbent Board;
3. a change in control within the meaning of 12 C.F.R 574.4
occurs, as determined by the board of directors of the bank or
the Company, provided, however, that a change in control shall
not be deemed to occur under paragraphs (1) or (3) of this
definition if the transaction(s) constituting a change in
control
is approved by a majority of the board of directors of the
Bank
or the Company, as the case may be.
4. In the event that the Company converts from the mutual form
of organization to the stock form of organization on a stand-
alone basis at any time subsequent to the effective date of
this
Agreement ("Stock Holding Company"), a "change in control" of
the
Bank or the Stock Holding Company for purposes of this
Agreement
shall mean an event of a nature that: (I) results in a
Change in
Control of the Bank or the Stock Holding Company within the
meaning of the Home Owners' Loan Act of 1933 and the Rules and
Regulations promulgated by the Office of Thrift Supervision
(or
its predecessor agency), as in effect on the date hereof; or
(II)
without limitation, such a change in control shall be deemed
to
have occurred at such time as (a) individuals who constitute
the
Incumbent Board cease for any reason to constitute at least a
majority thereof; provided that any person becoming a director
subsequent to the date hereof whose election was approved by a
vote of at least three-quarters of the directors comprising
the
Incumbent Board, or whose nomination for election by the Stock
Holding Company's stockholders was approved by the same
Nominating Committee serving under an Incumbent Board, shall
be,
for purposes of this clause (a), considered as though he
were a
member of the Incumbent Board; or (b) a plan of
reorganization is
adopted, or a merger, consolidation, sale of all or
substantially
all the assets of the Bank or the Stock Holding Company or
similar transaction occurs in which the Bank or the Stock
Holding
Company is not the resulting entity and to which the
Incumbent
Board does not consent.
"Committee" means a Committee of the Board consisting of all
Outside Directors.
"Common Stock'" means the Common Stock of the Company.
"Company" means American National Bancorp Inc.
"Conversion Transaction" means the conversion of the Company
from the mutual to stock form of organization either on a stand-
alone basis or in the context of a merger conversion.
"Date of Grant" means the actual date on which an Award is
granted by the Committee.
"Director" means a member of the Board.
"Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of a Director to
carry out the responsibilities of a Director of the Bank, as
required by applicable state and federal laws.
"Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the reported closing price of the
Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") System (as
published by the Wall Street Journal, if published) on the day
prior to such date, or if the Common Stock was not traded on such
date, on the next preceding day on which the Common Stock was
traded thereon; provided, however, that if the Common Stock is
not reported on the NASDAQ System, Fair Market Value shall mean
the average sale price of all shares of Common Stock sold during
the 30-day period immediately preceding the date on which such
stock Option was granted, and if no shares of stock have been
sold within such 30-day period, the average sale price of the
last three sales of Common Stock sold during the 90-day period
immediately period immediately preceding the date on which such
stock Option was granted. In the event Fair Market Value cannot
be determined in the manner described above, then Fair Market
Value shall be determined by the Committee. The Committee shall
be authorized to obtain an independent appraisal to determine the
Fair Market Value of the Common Stock. For purposes of the grant
of Options in the Stock Offering, Fair Market Value shall mean
the initial public offering price of the Common Stock.
"Non-Statutory Stock Option" means an option granted by the
Committee to a Participant.
"Option" means an Award of a Non-Statutory Stock Option
granted pursuant to the terms of the Plan.
"Outside Director" means a member of the Board who is not
also serving as an employee of the Bank.
"Participant" means a Director of the Bank or its Affiliates
chosen by the Committee to participate in the Plan.
"Stock Offering" means the initial public offering of the
Common Stock of the Bank.
"Termination for Cause" means the termination of service of
a Director caused by such Director's personal dishonesty, willful
misconduct, any breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or the
willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or a final cease-and-
desist order, any of which results in a material loss to the Bank
or an Affiliate.
3. Administration
a. The Directors' Option Plan shall be administered by the
Committee. The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and
regulations
as it deems necessary for the proper administration of
the
Directors' Option Plan and to make whatever
determinations and
interpretations in connection with the Directors'
Option Plan it
deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding
and
conclusive on all Participants in the Directors'
Option Plan, and
on their legal representatives and beneficiaries.
b. The Directors' Option Plan is intended to comply with
Rule
16b-3 under the Securities Exchange Act of 1934.
Notwithstanding
any term to the contrary appearing herein, unless
permitted by
Rule 16b-3(c)(2)(ii), subsequent to the establishment of
the
Directors' Option Plan neither the Committee nor the
Board shall
have the authority to determine the amount and price of
securities to be awarded and/or timing of awards to
designated
directors or categories of directors, which terms
shall be set
forth herein. To the extent any provision of the
Plan or action
by Plan administrators fails to comply with this
subsection 3(b),
such provision or action shall be deemed null and void
to the
extent permitted by law and deemed advisable by the Board.
4. Grant of Options
a. Initial Grant. Each Outside Director who is serving
in such
capacity on the date of the consummation of the Bank's
Stock
Offering shall be granted a single non-qualified stock
option to
purchase the following number of shares of the Common
Stock of
the Bank subject to adjustment pursuant to Section 6:
Howard K. Thompson 8,791
Calvin L. Bowers 3,838
Lenwood M. Ivey 3,838
David L. Pippenger 5,695
Betty J. Stull 3,838
The purchase price per share of the Common
Stock deliverable upon the exercise of each
non-qualified stock option shall be the price
at which the Common Stock of the Bank is
offered in the Offering.
b. Subsequent Grants. One thousand shares of Common Stock
shall be reserved for future issuance upon exercise of
non-
qualified stock options that are hereby reserved for
future
grant. The purchase price per share of Common Stock
deliverable
upon the exercise of any such non-qualified stock
option shall be
the Fair Market Value of the Common Stock on the
date of the
grant of such option. Each person who becomes an
Outside
Director following the closing of the Offering shall
be granted a
single non-qualified stock option to purchase 100
shares of
Common Stock, subject to adjustment pursuant to
Section 6, to the
extent shares remain available under the Directors'
Option Plan.
In the event options awarded under the Directors'
Option Plan are
forfeited for any reason, within 60 days of such
forfeiture
options to purchase 50% of the shares underlying
such forfeited
options shall be distributed equally among non-
employee directors
with one or more years of service, and options to
purchase the
remaining 50% of the shares underlying such
forfeited options
shall be distributed among such directors
proportionately based
on years of service up to a maximum of ten years, and
all options
to purchase fractional shares remaining after such
allocation and
all such fractional shares shall be reserved for
future issuance.
5. Terms of Options
a. Option Agreement. Each Option shall be evidenced by a
written option agreement between the Bank and the Outside
Director specifying the number of shares of Common Stock
that may
be acquired through its exercise and containing such
other terms
and conditions that are not inconsistent with the terms
of this
grant.
b. Termination of Option. Each Option shall expire upon the
earlier of (i) one hundred and twenty (120) months
following the
date of grant, or (ii) three (3) years following the
date on
which the Outside Director ceases to serve in such
capacity for
any reason other than Termination for Cause. If
the Outside
Director dies before fully exercising any portion of
an Option
then exercisable, such Option may be exercised by
such Outside
Director's personal representative(s), heir(s) or
devisee(s) at
any time within the three (3) year period following
his or her
death; provided, however, that in no event shall the
Option be
exercisable more than one hundred and twenty (120)
months after
the date of its grant. If the Outside Director is
Terminated for
Cause all Options awarded to him or her shall expire
upon such
termination.
c. Manner of Exercise. The Option may be exercised
from time
to time, in whole or in part, by delivering a written
notice of
exercise to the President or Chief Executive Officer
of the Bank.
Such notice is irrevocable and must be accompanied
by full
payment of the purchase price in cash or shares of
previously
acquired Common Stock of the Bank at the Fair Market
Value of
such shares determined on the exercise date by the
manner
described in Section 2. If previously acquired shares
of Common
Stock are tendered in payment of all or part of the
exercise
price, the value of such shares shall be determined
as of the
date of such exercise.
d. Termination of Service. In the event of an Outside
Director's termination of service as a result of death,
Disability or retirement, the Outside Director (or his
or her
personal representative(s), heir(s), or devisee(s)) may,
in a
form acceptable to the Committee, make application
to surrender
all or part of Options held by such Outside Director
in exchange
for a cash payment from the Company of an amount equal
to the
difference between the Fair Market Value of the Common
Stock on
the date of the application to surrender such Options
and the
exercise price per share of the Option on the Date of
Grant.
Whether the Company accepts such application or
determines to
make payment, in whole or part, is within its absolute
and sole
discretion, it being expressly understood that the
Company is
under no obligation to any Outside Directors
whatsoever to make
such payments. In the event that the Company
accepts such
application and determines to make payment, such payment
shall be
in lieu of the exercise of the underlying Option and
such Option
shall cease to be exercisable.
e. Transferability. In the discretion of the Board, all
or any
Non-Statutory Stock Option granted hereunder may be
transferable
by the Participant once the Option has vested in the
Participant;
provided, however, that the Board may limit the
transferability
of such Option or Options to a designated class or
classes of
persons.
f. Limitations Upon Exercise of Options. Notwithstanding
any
other provision of this Director's Option Plan, so long as
the
Company remains in the mutual form of organization and so
long as
any applicable statute or regulation requires the Company
to own
at least a majority of the outstanding Common Stock of
the Bank,
an Option granted under this Plan may not be exercised
if the
exercise of such an Option would result in the Company
owning
less than a majority of the Common Stock of the Bank.
Nothing
herein shall preclude the Bank from issuing additional
authorized
but unissued shares of Common Stock to the Company to
allow for
the exercise of Options which would otherwise have
resulted in
the Company owning less than a majority of the
Common Stock of the Bank.
6. Common Stock Subject to the Plan
The shares that shall be issued and delivered upon exercise
of Options granted under the Directors' Option Plan may be either
authorized and unissued shares of Common Stock or authorized and
shares of Common Stock held by the Bank as treasury stock. The
number of shares of Common Stock reserved for issuance under the
Directors' Option Plan shall not exceed 3% of the Common Stock of
the Bank, issued in connection with the Stock Offering, subject
to adjustments pursuant to this Section 6.
In the event of any change or changes in the outstanding
Common Stock of the Bank by reason of any stock dividend or
split, recapitalization, reorganization, merger, consolidation,
split-off, combination or any similar corporate change, or other
increase or decrease in such shares effected without receipt or
payment of consideration by the Bank, the number of shares of
Common Stock that may be issued under this Directors' Option
Plan, the number of shares of Common Stock subject to Options
granted under the Directors' Option Plan, and the Option price of
such Options, shall be automatically adjusted to prevent dilution
or enlargement of the rights granted to an Outside Director under
the Directors' Option Plan.
7. Treatment of Options in the Event of a Conversion
Transaction
In the event that the Company converts to stock form in a
Conversion Transaction, any Options outstanding shall, at the
Option of the holder, (i) be convertible into Options for common
stock of the Stock Holding Company, or (ii) be exercisable by the
holder prior to the effective date of the Conversion Transaction
and the holder shall be entitled to exchange, in the same manner
as other minority stockholders of the Bank, the shares of Common
Stock of the Bank received upon such exercise for shares of
Common Stock of the Stock Holding Company. Provided, however,
that if for any reason the minority shareholders are not
permitted to exchange their Common Stock for Stock Holding
Company common stock in a Conversion Transaction, the holders of
any unexercised Options under this Plan shall be entitled to
receive upon exercise of such Option, cash payment from the Bank
for the shares of stock represented by the Options in an amount
equal to the initial offering price of the common stock of the
Stock Holding Company at the closing of the Conversion
Transaction, less the original exercise price of such Options.
Any exchange, conversion of Options, or cash payment for shares
shall be subject to applicable federal and state regulations and,
if necessary, subject to the approval of the appropriate
Regulatory Authorities.
8. Effective Date of the Plan; Shareholder Ratification
and Approval
The Directors' Option Plan has been adopted by the Bank's
Board and shall become effective upon the consummation of the
Stock Offering (the "Effective Date"). Following the
consummation of the Stock Offering, the Directors' Option Plan
shall be presented to shareholders of the Bank for ratification
and approval for purposes of (i) obtaining favorable treatment
under Section 16(b) of the Securities Exchange Act of 1934; (ii)
maintaining listing on the NASDAQ System; and (iii) enabling the
issuance by the Bank of the underlying shares to qualify for
exemption from Office of Thrift Supervision ("OTS") offering
circular requirements. No Options granted pursuant to the Plan
shall be exercisable prior to such shareholder approval.
9. Termination of the Plan
The right to exercise Options under the Directors' Option
Plan will terminate upon the earlier of ten years after the
Effective Date or the issuance of the Common Stock or exercise of
Options equal to the maximum number of shares of Common Stock
reserved for issuance under the Directors' Option Plan. A
majority of the shareholders of the Bank represented in person or
proxy at a meeting of the shareholders may terminate the
Directors' Option Plan; provided, however, no such termination
shall, without the consent of the affected individual, affect
such individual's rights under a previously granted Option.
10. Compliance with Rule 16b-3 Under the Securities
Exchange Act of 1934.
a. Notwithstanding any contrary provisions herein, unless
permitted by Rule 16b-3(c)(2)(ii)(B) terms stating the amount
and
price of securities to be awarded and/or timing of awards to
designated directors or categories of directors shall
not be
amended more than once every six months other than to
comport
with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or rules thereunder.
b. Transactions under thin Plan are intended to comply
with all
applicable conditions of Rule 16b-3 or its successors
under the
1934 Act, and the Plan is intended to be administered
in the
manner specified in Rule 16b-3(c)(2)(ii). To the extent
any
provision of the Plan or action by the plan
administrators fails
to so comply, it shall be deemed null and void to
the extent
permitted by law and deemed advisable by the law and
deemed
advisable by the Plan administrator.
11. Applicable Law
The Plan will be administered in accordance with the laws of
the State of Maryland.
IN WITNESS WHEREOF, the Bank has this Plan to be adopted,
executed by its duly authorized officer, and duly attested as of
the 3rd day of November, 1993.
November 24, 1993
Date Approved by Stockholders
AMERICAN NATIONAL SAVINGS BANK, F.S.B.
/s/ A. Bruce Tucker
A. Bruce Tucker, President and
Chief Executive Officer
ATTESTED:
s/s Betty J. Stull
Betty J. Stull, Secretary
CHAPTER 3
AMERICAN NATIONAL BANCORP, INC.
1996 STOCK OPTION PLAN
I. Purpose
The purpose of the American National Bancorp, Inc. 1996
Stock Option Plan (the "Plan") is to advance the interests of the
Company and its stockholders by providing Key Employees and
Outside Directors of the Company and its Affiliates, including
American National Savings Bank, F.S.B., upon whose judgment,
initiative and efforts the successful conduct of the business of
the Company and its Affiliates largely depends, with an
additional incentive to perform in a superior manner as well as
to attract people of experience and ability.
II. Definitions
"Affiliate" means any "parent corporation" or "subsidiary
corporation" of the Company or the Bank, as such terms are
defined in Section 424(e) or 424(f), respectively, of the Code,
or a successor to a parent corporation or subsidiary corporation.
"Award" means an Award of Non-Statutory Stock Options,
Incentive Stock Options, and/or Limited Rights granted under the
provisions of the Plan.
"Bank" means American National Savings Bank, F.S.B., or a
successor corporation.
"Beneficiary" means the person or persons designated by a
Participant to receive any benefits payable under the Plan in the
event of such Participant's death. Such person or persons shall
be designated in writing on forms provided for this purpose by
the Committee and may be changed from time to time by similar
written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving
spouse, if any, or if none, his estate.
"Board" or "Board of Directors" means the board of directors
of the Company or its Affiliate, as applicable.
"Cause" means personal dishonesty, willful misconduct, any
breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, or the willful violation of any
law, rule or regulation (other than traffic violations or similar
offenses) or a final cease-and-desist order, any of which results
in a material loss to the Company or an Affiliate.
"Change in Control" of the Bank or the Company means a
change in control of a nature that: (i) would be required to be
reported in response to Item l(a) of the current report on Form 8-
K, as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"); or (ii) results in a Change in Control of the Bank or the
Company within the meaning of the Home Owners Loan Act, as
amended ("HOLA"), and applicable rules and regulations
promulgated thereunder, as in effect at the time of the Change in
Control; or (iii) without limitation such a Change in Control
shall be deemed to have occurred at such time as (a) any "person"
(as the term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the "beneficial owner" (as defined in Rule 13d-
3 under the Exchange Act), directly or indirectly, of securities
of the Company representing 25% or more of the combined
voting power of Company's outstanding securities except for any
securities purchased by the Bank's employee stock ownership plan
or trust; or (b) individuals who constitute the Board on the date
hereof (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, or whose nomination for election
by the Company's stockholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as though he were a
member of the Incumbent Board; or (c) a plan of reorganization,
merger, consolidation, sale of all or substantially all the
assets of the Bank or the Company or similar transaction in which
the Bank or Company is not the Surviving institution occurs; or
(d) a proxy statement soliciting proxies from stockholders of the
Company, by someone other than the current management of the
Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or similar
transaction with one or more corporations as a result of which
the outstanding shares of the class of securities then subject to
the Plan are to be exchanged for or converted into cash or
property or securities not issued by the Company; or (e) a tender
offer is made for 25% or more of the voting securities of the
Company and the shareholders owning beneficially or of record 25%
or more of the outstanding securities of the Company have
tendered or offered to sell their shares pursuant to such tender
offer and such tendered shares have been accepted by the tender
offeror.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a Committee of the Board consisting of
either (i) at least two Non-Employee Directors of the Company, or
(ii) the entire Board of the Company.
"Common Stock" means shares of the common stock of the
Company, par value $.01 per share.
"Company" means American National Bancorp, Inc., or a
successor corporation.
"Continuous Service" means employment as a Key Employee
and/or service as an Outside Director without any interruption or
termination of such employment and/or service. Continuous
Service shall also mean a continuation as a member of the Board
of Directors following a cessation of employment as a Key
Employee. In the case of a Key Employee, employment shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Bank or in the case
of transfers between payroll locations of the Bank or between the
Bank, its parent, its subsidiaries or its successor.
"Conversion" means the October 31, 1995, conversion of
American National Bankshares, M.H.C. from the mutual to stock
form of organization.
"Date of Grant" means the actual date on which an Award is
granted by the Committee.
"Director" means a member of the Board.
"Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an employee
to perform the work customarily assigned to him, or of a Director
to serve as such. Additionally, in the case of an employee, a
medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said
employee's lifetime.
"Effective Date" means the date of, or a date determined by
the Board of Directors following, approval of the Plan by the
Company's stockholders.
"Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the reported closing price of the
Common Stock as reported by the Nasdaq stock market (as published
by the Wall Street Journal, if published) on such dam, or if the
Common Stock was not traded on the day prior to such date, on the
next preceding day on which the Common Stock was traded;
provided, however, that if the Common Stock is not reported on
the Nasdaq stock market, Fair Market Value shall mean the average
sale price of all shares of Common Stock sold during the 30-day
period immediately preceding the dam on which such stock option
was granted, and if no shares of stock have been sold within such
30-day period, the average sale price of the last three sales of
Common Stock sold during the 90-day period immediately preceding
the date on which such stock option was granted. In the event
Fair Market Value cannot be determined in the manner described
above, then Fair Market Value shall be determined by the
Committee. The Committee is authorized, but is not required, to
obtain an independent appraisal to determine the Fair Market
Value of the Common Stock.
"Incentive Stock Option" means an Option granted by the
Committee to a Participant, Which Option is designated as an
Incentive Stock Option pursuant to Section 8.
"Key Employee" means any person who is currently employed by
the Company or an Affiliate who is chosen by the Committee to
participate in the Plan.
"Limited Right" means the right to receive an amount of cash
based upon the terms set forth in Section 9.
"Non-Statutory Stock Option" means an Option granted by the
Committee to (i) an Outside Director or (ii) to any other
Participant and such Option is either (A) not designated by the
Committee as an Incentive Stock Option, or (B) fails to satisfy
the requirements of an Incentive Stock Option as set forth in
Section 422 of the Code and the regulations thereunder.
"Non-Employee Director" means, for purposes of the Plan, a
Director who (a) is not employed by the Company or an Affiliate;
(b) does not receive compensation directly or indirectly as a
consultant (or in any other capacity than as a Director) greater
than $60,000; (c) does not have an interest in a transaction
requiring disclosure under Item 404(a) of Regulation S-K; or (d)
is not engaged in a business relationship for which disclosure
would be required pursuant to Item 404(b) of Regulation S-K.
"Normal Retirement" means for a Key Employee, retirement at
the normal or early retirement date set forth in the Bank's
Employee Stock Ownership Plan, or any successor plan. Normal
Retirement for an Outside Director means a cessation of service
on the Board of Directors for any reason other than removal for
Cause, after reaching 60 years of age and maintaining at least 10
years of Continuous Service.
"Offering" means the October 31, 1995 subscription offering
of the Common Stock of the Company.
"Outside Director" means a Director of the Company or an
Affiliate who is not an employee of the Company or an Affiliate.
"Option" means an Award granted under Section 7 or Section
8.
"Participant" means a Key Employee or Outside Director of
the Company or its Affiliates who receives or has received an
award under the Plan.
"Termination for Cause" means the termination of employment
or termination of service on the Board caused by the individual's
personal dishonesty, willful misconduct, any breach of fiduciary
duty involving personal profit, intentional failure to perform
stated duties, or the willful violation of any law, rule or
regulation (other than traffic violations or similar offenses),
or a final cease-and-desist order, any of which results in
material loss to the Company or one of its Affiliates.
III. Plan Administration Restrictions
The Plan shall be administered by the Committee. The
Committee is authorized, subject to the provisions of the Plan,
to establish such rules and regulations as it deems necessary for
the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it
deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and
conclusive on all Participants in the Plan and on their legal
representatives and beneficiaries.
All transactions involving a grant, award or other
acquisition from the Company shall:
1. be approved by the Company's full Board or by the Committee;
2. be approved, or ratified, in compliance with Section 14 of
the Exchange Act, by either: the affirmative vote of the
holders
of a majority of the securities present, or represented and
entitled to vote at a meeting duly held in accordance with
the
laws of the state in which the Company is incorporated; or
the
written consent of the holders of a majority of the
securities of
the issuer entitled to vote provided that such
ratification
occurs no later than the date of the next annual meeting of
shareholders; or
3. result in the acquisition of an Option or Limited Right that
is held by the Participant for a period of six months
following
the date of such acquisition.
IV. Types of Awards
Awards under the Plan may be granted in any one or a
combination of: (a) Incentive Stock Options; (b) Non-Statutory
Stock Options; and (c) Limited Rights.
V. Stock Subject to the Plan
Subject to adjustment as provided in Section 14, the maximum
number of shares reserved for issuance under the Plan is 218,213
shares. To the extent that Options or rights granted under the
Plan are exercised, the shares covered will be unavailable for
future grants under the Plan; to the extent that Options together
with any related rights granted under the Plan terminate, expire
or are canceled without having been exercised or, in the case of
Limited Rights exercised for cash, new Awards may be made with
respect to these shares.
VI. Eligibility
Key Employees of the Company and its Affiliates shall be
eligible to receive Incentive Stock Options, Non-Statutory Stock
Options and/or Limited Rights under the Plan. Outside Directors
shall be eligible to receive Non-Statutory Stock Options under
the Plan.
VII. Non-Statutory Stock Options
A. Grant of Non-Statutory Stock Options
1. Grants to Outside Directors and Key Employees. The
Committee may, from time to time, grant Non-Statutory Stock
Options to eligible Key Employees and Outside Directors, and,
upon such terms and conditions as the Committee may determine,
grant Non-Statutory Stock Options in exchange for and upon
surrender of previously granted Awards under the Plan. Non-
Statutory Stock Options granted under the Plan, including Non-
Statutory Stock Options granted in exchange for and upon
surrender of previously granted Awards, are subject to the
terms
and conditions set forth in this Section 7. The maximum
number
of shares subject to a Non-Statutory Option that may be
awarded
under the Plan to any Key Employee shall be 100,000.
2. Option Agreement. Each Option shall be evidenced by a
written option agreement between the Company and the
Participant
specifying the number of shares of Common Stock that may be
acquired through its exercise and containing such other
terms and
conditions that are not inconsistent with the terms of
the Plan.
3. Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-Statutory Stock
Option
shall be the Fair Market Value of the Common Stock of the
Company
on the date the Option is granted. Shares may be purchased
only
upon full payment of the purchase price. Payment of the
purchase
price may be made, in whole or in part, through the
surrender of
shares of the Common Stock of the Company at the Fair Market
Value of such shares determined in the manner described in
Section 2.
4. Manner of Exercise and Vesting. Unless the Committee shall
specifically state to the contrary at the time an Award is
granted, Non-Statutory Stock Options awarded to Key Employees
and
Outside Directors shall vest at the rate of 20% of the
initially
awarded amount per year commencing with the vesting of the
first
installment one year from the date of grant, and succeeding
installments on each anniversary of the date of grant. A
vested
Option may be exercised from time to time, in whole or in
part,
by delivering a written notice of exercise to the President
or
Chief Executive Officer of the Company, or his designee.
Such
notice shall be irrevocable and must be accompanied by full
payment of the purchase price in cash or shares of Common
Stock
at the Fair Market Value of such shares, determined on the
exercise date in the manner described in Section 2 hereof. If
previously acquired shares of Common Stock are tendered in
payment of all or part of the exercise price, the value of
such
shares shall be determined as of the date of such exercise.
5. Terms of Options. The term during which each Non-Statutory
Stock Option may be exercised shall be determined by the
Committee, but in no event shall a Non-Statutory Stock Option
be
exercisable in whole or in part more than 10 years and one
day
from the Date of Grant. No Options shall be earned by a
Participant unless the Participant maintains Continuous
Service
until the vesting date of such Option, except as set forth
herein. The shares comprising each installment may be
purchased
in whole or in part at any time after such installment
becomes
purchasable. The Committee may, in its sole discretion,
accelerate the time at which any Non-Statutory Stock Option
may
be exercised in whole or in part by Key Employees and/or
Outside
Directors. Notwithstanding any other provision of this Plan,
in
the event of a Change in Control of the Company or the Bank,
all
Non-Statutory Stock Options that have been awarded shall
become
immediately exercisable for three years following such
Change in
Control, provided, however, that Non-statutory Stock Options
awarded to Outside Directors may be exercised for five years
following such Change in Control. In no event may a Non-
Statutory Stock Option be exercised in any period beyond its
initial term.
6. Termination of Employment or Service. Upon the termination
of a Key Employee's employment or upon termination of an
Outside
Director's service for any reason other than, Normal
Retirement,
death, Disability, Change in Control or Termination for
Cause,
the Participant's Non-Statutory Stock Options shall be
exercisable only as to those shares that were immediately
purchasable on the date of termination and only for one year
following termination. In the event of Termination for Cause,
all rights under a Participant's Non-Statutory Stock Options
shall expire upon termination. In the event of the Normal
Retirement, death or Disability of any Participant, all Non-
Statutory Stock Options held by the Participant, whether or
not
exercisable at such time, shall be exercisable by the
Participant
or his legal representative or beneficiaries for five years
following the date of his Normal Retirement, death or
cessation
of employment due to Disability, provided that in no
event shall
the period extend beyond the expiration of the Non-Statutory
Stock Option term.
7. Transferability. In the discretion of the Board, all or any
Non-Statutory Stock Option granted hereunder may be
transferable
by the Participant once the Option has vested in the
Participant,
provided, however, that the Board may limit the
transferability
of such Option or Options to a designated class or classes of
persons.
VIII. Incentive Stock Options
A. Grant of Incentive Stock Options
The Committee may, from time to time, grant Incentive Stock
Options to Key Employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and
conditions:
1. Option Agreement. Each Option shall be evidenced by a
written option agreement between the Company and the Key
Employee
specifying the number of shares of Common Stock that may be
acquired through its exercise and containing such other terms
and
conditions that are not inconsistent with the terms of the
Plan.
2. Price. Subject to Section 14 of the Plan and Section 422 of
the Code, the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the
Company's Common Stock on the date the Incentive Stock Option
is
granted. However, if a Key Employee owns stock possessing
more
than 10% of the total combined voting power of all classes
of
stock of the Company or its Affiliates (or under Section
424(d)
of the Code is deemed to own stock representing more than
10% of
the total combined voting power of all classes of stock of
the
Company or its Affiliates by reason of the ownership of such
classes of stock, directly or indirectly, by or for any
brother,
sister, spouse, ancestor or lineal descendent of such Key
Employee, or by or for any corporation, partnership, estate or
trust of which such Key Employee is a shareholder, partner or
Beneficiary), the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock option
shall not be less than 110% of the Fair Market Value of the
Company's Common Stock on the date the Incentive Stock
Option is
granted. Shares may be purchased only upon payment of the
full
purchase price. Payment of the purchase price may be made,
in
whole or in part, through the surrender of shares of the
Common
Stock of the Company at the Fair Market Value of such shares,
determined on the exercise date, in the manner described in
Section 2.
3. Manner of Exercise. Unless the Committee shall specifically
state to the contrary at the time an Award is granted,
Incentive
Stock Options awarded to Key Employees shall vest at the rate
of
20% of the initially awarded amount per year commencing with
the
vesting of the first installment one year from the date of
grant,
and succeeding installments on each anniversary of the date of
grant. Incentive Stock Options granted under the Plan shall
vest
in a Participant at the rate or rates determined by the
Committee. The vested Options may be exercised from time to
time, in whole or in part, by delivering a written notice of
exercise to the President or Chief Executive Officer of the
Company or his designee. Such notice is irrevocable and must
be
accompanied by full payment of the purchase price in cash or
shares of Common Stock at the Fair Market Value of such shares
determined on the exercise date by the manner described in
Section 2.
4. Amounts of Options. Incentive Stock Options may be granted
to any eligible Key Employee in such amounts as determined by
the
Committee; provided that the amount granted is consistent with
the terms of Section 422 of the Code. Notwithstanding the
above,
the maximum number of shares that may be subject to an
Incentive
Stock Option awarded under the Plan to any Key Employee shall
be
100,000. In granting Incentive Stock Options, the Committee
shall consider such factors as it deems relevant, which
factors
may include, among others, the position and responsibilities
of
the Key Employee, the length and value of his or her service
to
the Bank, the Company, or the Affiliate, the compensation
paid to
the Key Employee and the Committee's evaluation of the
performance of the Bank, the Company, or the Affiliate,
according
to measurements that may include, among others, key financial
ratios, levels of classified assets, and independent audit
findings. In the case of an Option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value
(determined as of the time the Option is granted) of the
Common
Stock with respect to which Incentive Stock Options granted
are
exercisable for the first time by the Participant during any
calendar year (under all plans of the Company and its
Affiliates)
shall not exceed $100,000. The provisions of this Section
8.1(d)
shall be construed and applied in accordance with Section
422(d)
of the Code and the regulations, if any, promulgated
thereunder.
5. Terms of Options. The term during which each Incentive
Stock Option may be exercised shall be determined by the
Committee, but in no event shall an Incentive Stock Option be
exercisable in whole or in part more than 10 years from the
Date
of Grant. If any Key Employee, at the time an Incentive
Stock
Option is granted to him, owns stock representing more than
10%
of the total combined voting power of all classes of stock of
the
Company or its Affiliate (or, under Section 424(d) of the
Code,
is deemed to own stock representing more than 10% of the
total
combined voting power of all classes of stock, by reason of
the
ownership of such classes of stock, directly or indirectly,
by or
for any brother, sister, spouse, ancestor or lineal descendent of
such Key Employee, or by or for any corporation, partnership,
estate or trust of which such Key Employee is a shareholder,
partner or Beneficiary), the Incentive Stock Option granted to
him shall not be exercisable after the expiration of five years
from the Date of Grant.
The Committee shall determine the date on which
each Incentive Stock option shall become
exercisable and may provide that an Incentive
Stock option shall become exercisable in
installments. The shares comprising each
installment may be purchased in whole or in part
at any time after such installment becomes
purchasable, provided that the amount able to be
first exercised in a given year is consistent with
the terms of Section 422 of the Code. To the
extent required by Section 422 of the Code, the
aggregate Fair Market Value (determined at the
time the option is granted) of the Common Stock
for which Incentive Stock Options are exercisable
for the first time by a Participant during any
calendar year (under all plans of the Company and
its Affiliates) shall not exceed $100,000.
The Committee may, in its sole discretion,
accelerate the time at which any Incentive Stock
Option may be exercised in whole or in part,
provided that it is consistent with the terms of
Section 422 of the Code. Notwithstanding the
above, in the event of a Change in Control of the
Company, all Incentive Stock Options that have
been awarded shall become immediately exercisable,
unless the Fair Market Value of the amount
exercisable as a result of a Change in Control
shall exceed $100,000 (determined as of the Date
of Grant). In such event, the first $100,000 of
Incentive Stock Options (determined as of the Date
of Grant) shall be exercisable as Incentive Stock
Options and any excess shall be exercisable as Non-
Statutory Stock Options.
6. Termination of Employment. Upon the termination of a Key
Employee's service for any reason other than Disability,
Normal
Retirement, Change in Control, death or Termination for Cause,
the Key Employee's Incentive Stock Options shall be
exercisable
only as to those shares that were immediately purchasable
by such
Key Employee at the date of termination and only for a
period of
three months following termination. In the event of
Termination
for Cause all rights under the Incentive Stock Options shall
expire upon termination.
Upon termination of a Key Employee's employment
due to Normal Retirement, death, Disability, or
following a Change in Control, all Incentive Stock
Options held by such Key Employee, whether or not
exercisable at such time, shall be exercisable for
a period of five years following the date of his
cessation of employment, provided however, that
any such Option shall not be eligible for
treatment as an Incentive Stock Option in the
event such Option is exercised more than three
months following the date of his Normal Retirement
or termination of employment following a Change in
Control; and provided further, that no Option
shall be eligible for treatment, as an Incentive
Stock Option in the event such Option is exercised
more than one year following termination of
employment due to Disability and provided further,
in order to obtain Incentive Stock Option
treatment for Options exercised by heirs or
devisees of an Optionee, the Optionee's death must
have occurred while employed or within three (3)
months of termination of employment. In no event
shall the exercise period extend beyond the
expiration of the Incentive Stock Option term.
7. Transferability. No Incentive Stock Option granted under
the Plan is transferable except by will or the laws of
descent
and distribution and is exercisable during his lifetime
only by
the Key Employee to which it is granted.
8. Compliance with Code. The options, granted under this
Section 8 are intended to qualify as Incentive Stock Options
within the meaning of Section 422 of the Code, but the
Company
makes no warranty as to the qualification of any Option as an
Incentive Stock Option within the meaning of Section 422
of the
Code. If an Option granted hereunder fails for whatever
reason
to comply with the provisions of Section 422 of the Code,
and
such failure is not or cannot be cured, such Option shall
be a
Non-Statutory Stock Option.
IX. Limited Rights
A. Grant of Limited Rights
The Committee may grant a Limited Right simultaneously with
the grant of any Option to any Key Employee of the Bank, with
respect to all or some of the shares covered by such Option.
Limited Rights granted under the Plan are subject to the
following terms and conditions:
1. Terms of Rights. In no event shall a Limited Right be
exercisable in whole or in part before the expiration of six
months from the date of grant of the Limited Right. A Limited
Right may be exercised only in the event of a Change in Control
of the Company. The Limited Right may be exercised only when
the
underlying Option is eligible to be exercised, provided that
the
Fair Market Value of the underlying shares on the day of
exercise
is greater than the exercise price of the related Option.
Upon exercise of a Limited Right, the related
Option shall cease to be exercisable. Upon
exercise or termination of an Option, any related
Limited Rights shall terminate. The Limited
Rights may be for no more than 100% of the
difference between the exercise price and the Fair
Market Value of the Common Stock subject to the
underlying Option. The Limited Right is
transferable only when the underlying Option is
transferable and under the same conditions.
2. Payment. Upon exercise of a Limited Right, the holder shall
promptly receive from the Company an amount of cash equal to
the
difference between the Fair Market Value on the Date of Grant
of
the related Option and the Fair Market Value of the
underlying
shares on the date the Limited Right is exercised,
multiplied by
the number of shares with respect to which such Limited
Right is
being exercised. In the event of a Change in Control in
which
pooling accounting treatment is a condition to the
transaction,
the Limited Right shall be exercisable solely for shares of
stock
of the Company, or in the event of a merger transaction,
for
shares of the acquiring corporation or its parent, as
applicable.
The number of shares to be received on the exercise of
such
Limited Right shall be determined by dividing the amount of
cash
that would have been available under the first sentence above
by
the Fair Market Value at the time of exercise of the shares
underlying the Option subject to the Limited Right.
X. Surrender of Option
In the event of a Participant's termination of employment or
termination of service as a result of death, Disability or Normal
Retirement, the Participant (or his or her personal
representative(s), heir(s), or devisee(s)) may, in a form
acceptable to the Committee make application to surrender all or
part of the Options held by such Participant in exchange for a
cash payment from the Company of an amount equal to the
difference between the Fair Market Value of the Common Stock on
the date of termination of employment or the date of termination
of service on the Board and the exercise price per share of the
Option. Whether the Company accepts such application or
determines to make payment, in whole or part, is within its
absolute and sole discretion, it being expressly understood that
the Company is under no obligation to any Participant whatsoever
to make such payments. In the event that the Company accepts
such application and determines to make payment, such payment
shall be in lieu of the exercise of the underlying Option and
such Option shall cease to be exercisable.
No award under the Plan shall be transferable by the
optionee other than by will or the laws of descent and
distribution and may only be exercised during his or her lifetime
by the Participant, or by a guardian or legal representative of
the Participant.
XI. Rights of a Stockholder
A Participant shall have no rights as a stockholder with
respect to any shares covered by a Non-Statutory and/or Incentive
Stock Option until the date of issuance of a stock certificate
for such shares. Nothing in the Plan or in any Award granted
confers on any person any right to continue in the employer the
Company or its Affiliates or to continue to perform services for
the Company or its Affiliates or interferes in any way with the
right of the Company or its Affiliates to terminate his services
as an officer, director or employee at any time.
XII. Agreement with Participants
Each Award of Options, and/or Limited Rights will be
evidenced by a written agreement, executed by the Participant and
the Company or its Affiliates that describes the conditions for
receiving the Awards including the date of Award, the purchase
price, applicable periods, and any other terms and conditions as
may be required by the Board or applicable securities law.
XIII. Designation of Beneficiary
A Participant may, with the consent of the Committee,
designate a person or persons to receive, in the event of death,
any stock option or Limited Rights Award to which he would then
be entitled. Such designation will be made upon forms supplied
by and delivered to the Company and may be revoked in writing.
If a Participant fails effectively to designate a Beneficiary,
then his estate will be deemed to be the Beneficiary.
XIV. Dilution and Other Adjustments
In the event of any change in the outstanding shares of
Common Stock of the Company by reason of any stock dividend or
split, pro rata return of capital to all shareholders,
recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other
similar corporate change, or other increase or decrease in such
shares without receipt or payment of consideration by the
Company, the Committee will make such adjustments to previously
granted Awards, to prevent dilution or enlargement of the rights
of the Participant, including any or all of the following:
1. adjustments in the aggregate number or kind of shares of
Common Stock that may be awarded under the Plan;
2. adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan; or
3. adjustments in the purchase price of outstanding Incentive
and/or Non-Statutory Stock Options, or any Limited Rights
attached to such Options.
No such adjustments may, however, materially change the
value of benefits available to a Participant under a previously
granted Award. With respect to Incentive Stock Options, no such
adjustment shall be made if it would be deemed a "modification"
of the Award under Section 424 of the Code.
XV. Withholding
There may be deducted from each distribution of cash and/or
Common Stock under the Plan the amount of tax required by any
governmental authority to be withheld.
XVI. Amendment of the Plan
The Board may at any time, and from time to time, modify or
amend the Plan in any respect, or modify or amend an Award
received by Key Employees and/or Outside Directors; provided,
however, that no such termination, modification or amendment may
affect the rights of a Participant, without his consent, under an
outstanding Award. Any amendment or modification of the Plan or
an outstanding Award under the Plan, including but not limited to
the acceleration of vesting of an outstanding Award for reasons
other than the death, Disability, Normal Retirement, or a Change
in Control, shall be approved by the Committee or the full Board
of the Company.
XVII. Effective Date of Plan
The Plan shall become effective upon the date of, or a date
determined by the Board of Directors following, approval of the
Plan by the Company's stockholders.
XVIII. Termination of the Plan
The right to grant Awards under the Plan will terminate upon
the earlier of (i) 10 years after the Effective Date, or (ii) the
date on which the exercise of Options or related rights equaling
the maximum number of shares reserved under the Plan occurs, as
set forth in Section 5. The Board may suspend or terminate the
Plan at any time, provided that no such action will, without the
consent of a Participant, adversely affect his rights under a
previously granted Award.
XIX. Applicable Law
The Plan will be administered in accordance with the laws of
the State of Maryland.
IN WITNESS WHEREOF, the Company has caused the Plan to be
executed by its duly authorized officers and the corporate seal
to be affixed and duly attested, as of the 21st day of November
l996.
Date Approved by Stockholders: 11/21/96
Effective Date:11/21/96
ATTEST: AMERICAN NATIONAL BANCORP, INC.
/s/ Judith N. Martinek /s/ A. Brice Tucker
Asst. Secretary President and Chief Executive
Officer
Path: DOCSOPEN\RICHMOND\02720\33411\001164\1wdh01!.DOC
Doc #: 88613; V. 1
Doc Name: Chapters 1,2,3 Stock Option Plan to be filed
Author: Ritter, Jennings, 02720
Last Edit: 11/13/97
Exhibit 5
File No.33411.1164
(804) 788-8402
November 14, 1997
The Board of Directors
Crestar Financial Corporation
919 E. Main Street
Richmond, Virginia 23219
Crestar Financial Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Crestar Financial
Corporation, a Virginia corporation (the "Company"), in
connection with the filing of a registration statement
under the Securities Act of 1933, as amended, with respect
to 150,000 shares of the Company's Common Stock (the
"Shares"), to be offered pursuant to the Crestar/ANB Stock
Option Plan (the "Plan").
In rendering this opinion, we have relied upon,
among other things, our examination of the Plan and of such
records of the Company and certificates of its officers and
of public officials as we have deemed necessary. In
connection with the filing of such registration statement,
we are of the opinion that:
1. The Company is duly incorporated, validly
existing and in good standing under the laws of the
Commonwealth of Virginia; and
2. The Shares have been duly authorized and,
when issued in accordance with the terms of the Plan and
the applicable Agreements (as defined in the Plan), will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit
to such registration statement.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
Exhibit 23.3
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Crestar Financial Corporation on Form S-8 of our
report dated January 16, 1997 on Citizens Bancorp as of and for
the year ended December 31, 1996, which is incorporated by
reference in the Annual Report on Form 10-K of Crestar Financial
Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Richmond, Virginia
November 14, 1997
