<PAGE>
As filed with the Securities and Exchange Commission on April 11, 1997
Registration No. 33-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIVEST CORPORATION OF PENNSYLVANIA
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1886144
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 N. Main Street, Souderton, PA 18964
(Address of Principal Executive Offices) (Zip Code)
UNIVEST CORPORATION OF PENNSYLVANIA
1993 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
Robert H. Schong, Secretary
UNIVEST CORPORATION OF PENNSYLVANIA
14 N. Main Street
Souderton, PA 18964
(Name and address of agent for service)
(215) 721-2400
(Telephone number, including area code, of agent for service)
With copies to:
Wilhelm L. Gruszecki, Esquire
Fox, Rothschild, O'Brien & Frankel, LLP
P. O. Box 431
Lansdale, PA 19446-0431
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Registration
Registered Per Share* Offering Price* Fee
- ------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock 245,838
$5.00 per share shares $39.50 $9,710,601.00 $2942.61
- ------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of determining the registration fee. Based
upon the average of the bid and asked price of the Common Stock as of April
7, 1997.
--------------------
Shares covered by this Registration Statement shall be issued from time to time
upon the exercise of stock options and in connection with other types of rights
or awards granted under the Plan.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS (1)
Item 1. Plan Information
The documents containing the information specified in Part I of Form
S-8 (plan information and registration information) will be sent to given to
employees as specified by Rule 428(b)(1) of the Securities Act of 1933 (the
"Securities Act"). Such documents need not be filed with the Securities and
Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this form, taken together, constitute a prospectus that
meet the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
----------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents filed by the Corporation with the Commission
are incorporated herein by reference and all documents subsequently filed by the
Corporation with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
- --------
(1) This information is not required to be included in, and is not incorporated
by reference in, this Registration Statement.
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<PAGE>
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The description of the Common Stock contained in a registration
statement on Form S-14 dated March 1, 1973.
Item 4. Description of Securities - Not applicable.
Item 5. Interests of Named Experts and Counsel - Not applicable.
Item 6. Indemnification of Officers and Directors
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law
of 1988, as amended, (15 Pa. C.S.A. ss.ss.1741-1750) (the "BCL") provides that a
business corporation shall have the power under certain circumstances to
indemnify directors, officers, employees and agents against certain expenses
incurred by them in connection with any threatened, pending or completed action,
suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors) declares
that unless otherwise provided by statute or in a bylaw adopted by the
shareholders, all powers enumerated in Section 1502 (relating to general powers)
and elsewhere in the BCL or otherwise vested by law in a business corporation
shall be exercised by or under the authority of, and the business and affairs of
every business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the bylaws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the bylaws.
Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:
(1) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
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(2) Counsel, public accountants or other persons as to matters which
the director reasonably believes to be within the professional or expert
competence of such person; or
(3) A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Except as otherwise provided in the bylaws, an officer shall perform
his duties as an officer in good faith, in a manner he reasonably believes to be
in the best interests of the Corporation, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances. A person who so performs his duties shall not
be liable by reason of having been an officer of the Corporation.
Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of the corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation of Section 1712.
In addition, absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors
and states that if a bylaw adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his
office under this section; and
(2) the breach or failure to perform constitutes self- dealing, willful
misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any
criminal statute; or
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<PAGE>
(2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its bylaws, a business corporation shall have the
power to indemnify any person who was or is a party, or is threatened to be made
a party to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that such person is or was
a representative of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
the action or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner that he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal proceeding, had reasonable cause to believe that his
conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its bylaws, a business corporation shall have the
power to indemnify any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the
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<PAGE>
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of the action if such person
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation. Indemnification shall not be
made under this section in respect of any claim, issue or matter as to which
such person has been adjudged to be liable to the corporation unless, and only
to the extent that, the court of common pleas of the judicial district embracing
the county in which the registered office of the corporation is located or the
court in which such action was brought determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Common Pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification)
provides for mandatory indemnification of directors and officers such that to
the extent that a representative of the business corporation has been successful
on the merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section, unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:
(1) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding;
(2) if such quorum is not obtainable or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or
(3) by the shareholders.
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Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
understanding by or on behalf of the representative to repay such amount if it
is ultimately determined that such person is not entitled to be indemnified by
the corporation as authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage) provides
that the indemnification and advancement of expenses provided by or granted
pursuant to the other sections of the BCL shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any other bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
Section 1746 further declares that indemnification under any bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him or incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
public policy of the Commonwealth of Pennsylvania.
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Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representatives of that person.
Article IV of the By-Laws of the Corporation provides a broad range of
indemnification for its directors and officers. In essence, directors and
officers will be indemnified for any act committed while in the course of their
association with the Corporation, provided that the director or officer shall be
finally adjudged in the action, suit or proceeding to have been liable for
willful misconduct or recklessness in the performance of his duties as a
director or officer.
Item 7. Exemption from Registration Claimed - Not applicable.
Item 8. Exhibits
Exhibit 4(a) Articles of Incorporation of the Corporation as
amended through April 12, 1994
Exhibit 4(b) Amended By-Laws of the Corporation
Exhibit 5 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP,
corporate counsel to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien & Frankel,
LLP (included as part of Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the fiscal year ended
December 31, 1996
Exhibit 99(b) Univest Corporation of Pennsylvania 1993 Long Term
Incentive Plan, as amended
*.. Incorporated by reference (File No. 0-7617)
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
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<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of 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 to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities 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.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
Insofar as indemnification for liability under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action,
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<PAGE>
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 Act and
will be governed by such final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Borough of Souderton, Commonwealth of Pennsylvania, on
April 8, 1997.
UNIVEST CORPORATION OF PENNSYLVANIA
By: /s/___________________________
Merrill S. Moyer
Title: Chairman and President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Capacity Date
-------- ----
/s/_________________________
MERRILL S. MOYER Chairman, President 4/8/97
Principal Executive Officer and Director
/s/_________________________ Senior Vice President
WALLACE H. BIELER and Chief Financial Officer 4/8/97
Principal Financial and
Accounting Officer
/s/_________________________
James L. Bergey Director 4/8/97
/s/_________________________
Clair W. Clemens Director 4/8/97
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<PAGE>
/s/_________________________
R. Lee Delp Director 4/8/97
/s/_________________________
Charles H. Hoeflich Director 4/8/97
/s/_________________________
Norman L. Keller Director 4/8/97
/s/_________________________
Thomas K. Leidy Director 4/8/97
/s/_________________________
Harold M. Minninger Director 4/8/97
/s/_________________________
Merrill S. Moyer Director 4/8/97
/s/_________________________
P. Gregory Shelly Director 4/8/97
/s/_________________________
John U. Young Director 4/8/97
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other than persons who administer the employee benefit plan)
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Souderton,
Commonwealth of Pennsylvania, on April 8, 1997.
UNIVEST CORPORATION OF PENNSYLVANIA
1993 LONG TERM INCENTIVE PLAN
By: /s/_______________________________
CHARLES H. HOEFLICH
Administrative Committee Member
By: /s/_______________________________
JAMES L. BERGEY
Administrative Committee Member
By: /s/_______________________________
THOMAS K. LEIDY
Administrative Committee Member
By: /s/_______________________________
HAROLD M. MININGER
Administrative Committee Member
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EXHIBIT INDEX
Page
Exhibit 4(a) Articles of Incorporation of the 13
Corporation as amended through April
12, 1994
Exhibit 4(b) Amended By-Laws of the Corporation 16
Exhibit 5 Opinion of Fox, Rothschild, O'Brien 40
& Frankel, LLP, corporate counsel
to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP 42
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien
& Frankel, LLP (included as part of
Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the
fiscal year ended December 31, 1996
Exhibit 99(b) Univest Corporation of Pennsylvania 43
1993 Long-Term Incentive Plan, as
amended
* .. Incorporated by reference (File No. 0-7617)
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<PAGE>
Exhibit 4(a)
UNIVEST CORPORATION OF PENNSYLVANIA
Amended Articles of Incorporation
April 12, 1994
1. The name of the corporation is: Univest Corporation of Pennsylvania
2. The location and post office address of its initial registered office in
this commonwealth is: c/o Union National Bank and Trust Company of
Souderton, Montgomery County, Pennsylvania.
3. The purpose or purposes of the corporation which shall be organized under
this Act are as follows: To engage in and do any lawful act concerning any
or all lawful business for which corporations may be incorporated under
this Act and to act as a one-bank holding company under the Federal Bank
Holding Company Act of 1956. (U.S.C., Title 12, Sections 1841-48), as
amended by the Bank Holding Company Act of 1970.
4. The term of its existence is: Perpetual
5. The aggregate number of shares which this Corporation shall have authority
to issue is 12,000,000 shares of Common Stock having a par value of Five
Dollars ($5) per share.
No holder of any shares of the stock of this Corporation shall have any
pre-emptive right to purchase, subscribe for or otherwise acquire any
shares of stock of this Corporation of any class now or hereafter
authorized or any securities exchangeable for or convertible into such
shares or any warrants or other instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire such shares. In elections for
directors of this Corporation, cumulative voting shall not be permitted.
6. No holder of any shares of the stock of this Corporation shall have any
pre-emptive right to purchase, subscribe for or otherwise acquire any
shares of stock of this Corporation of any class now or hereafter
authorized or any securities exchangeable for or convertible into such
shares of any warrants or other instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire such shares; further,
cumulative voting shall not be allowed but each stockholder shall be
entitled at all elections of directors to cast a number of votes equal to
the number of shares owned by him for as many directors as there are to be
elected.
7. The names and addresses of each of the incorporators and the number and
class of shares subscribed by each are:
<PAGE>
Univest Corp of PA - 2 - April 12, 1994
Amended Articles of Incorporation
<TABLE>
NUMBER AND
NAME ADDRESS CLASS OF SHARES
---- ------- ----------------
<S> <C> <C>
Russell M. Hillegass 608 Harleysville Pike 20
Souderton, PA 18964
Charles H. Hoeflich Box 197, Perkasie, PA 18944 20
Horace W. Longacre Godshall Road 20
Franconia, PA 18924
Harold M. Mininger 247 Franklin Avenue 20
Souderton, PA 18964
Raymond Rosenberger Forty Foot Road 20
Hatfield, PA 19440
</TABLE>
8. The presence in person or by proxy of Shareholders entitled to cast at
least 66 2/3% of the votes which all Shareholders are entitled to cast
shall constitute a quorum at a meeting of the Shareholders. If a quorum is
present, the affirmative vote of the majority of the Shareholders
represented at the meeting shall be the act of the Shareholders unless the
vote of a greater number is required by these Articles or the Bylaws of
this Corporation.
9. The affirmative vote of the holders of a majority of the shares of this
Corporation's stock, issued, outstanding, and entitled to vote, shall be
required to approve any of the following:
a. Any merger or consolidation of this Corporation with or into any other
corporations;
b. Any share exchange in which a corporation, person, or entity acquires
the issued or outstanding shares of stock of this Corporation, pursuant to
a vote of the Stockholders;
c. Any sale, lease, exchange, or other transfer of all, or substantially
all of the assets of this Corporation to any other corporation, person or
entity; or
d. Any transaction similar to or having similar effect as the foregoing
transactions.
In the event any corporation, person, or entity owns, as a beneficial owner,
directly or indirectly, more than five percent (5%) of the shares of this
Corporation, issued, outstanding, and entitled to vote, on the record date for
the determination of Stockholders entitled to notice and to vote at any special
or annual meeting of the Stockholders, then, and in that event, the affirmative
vote of at least seventy-five percent (75%) of the shares of this Corporation,
issued, outstanding, and entitled to vote, shall be required to approve
<PAGE>
Univest Corp of PA - 3 - April 12, 1994
Amended Articles of Incorporation
any of the transactions identified above in paragraphs (a) through (d),
inclusive. The affirmative vote of at least seventy-five percent (75%) of the
shares outstanding as set forth herein above shall be in lieu of the vote of the
Stockholders otherwise required by law.
The Board of Directors of this Corporation shall have the sole power and duty to
determine from the corporate stock records or from any other source or from
information known to the Board, if and when such other corporation, person, or
entity is a beneficial owner, directly or indirectly, of more than five percent
(5%) of the shares of this Corporation, issued, outstanding, and entitled to
vote. In addition thereto, the Board of Directors shall have the sole power to
determine if any transaction is similar to, or has a similar effect as any of
the transactions identified above in paragraphs (a) through (d), inclusive. Such
determination as made by the Board of Directors shall be conclusive and binding
for all purposes hereof.
The provisions hereof shall not apply to any transaction which is approved in
advance by the majority vote of the members of the Board of Directors of this
Corporation at a meeting duly called and held in accordance with the Bylaws of
this Corporation.
This Corporation may voluntarily completely liquidate and/or dissolve only if
the proposed liquidation and/or dissolution is approved by the affirmative vote
of the holders of at least seventy-five percent (75%) of the shares of this
Corporation, issued, outstanding, and entitled to vote at any duly-convened
annual or special meeting of the Stockholders of this Corporation.
10. Any director, any class of directors, or the entire Board of Directors of
this Corporation, may be removed from office at any time only for cause,
and only by either the affirmative vote of a majority vote of the Board of
Directors in office, or the affirmative vote of the holders of at least
seventy-five percent (75%) of the shares of this Corporation, issued,
outstanding, and entitled to vote for the election of directors. Cause
shall include, but not be limited to, the following:
a. Mismanagement, collusion, or fraud;
b. Improper conduct relating to the funds of this Corporation;
c. Violation of the fiduciary duty of the directors;
d. All acts, omissions, and concealments which involve a breach of the
legal or equitable duty, trust, or confidence justly reposed in a Director;
e. Wasting corporate assets;
f. Judicially declared of unsound mind; or
<PAGE>
Univest Corp of PA - 4 - April 12, 1994
Amended Articles of Incorporation
g. Conviction of an offense punishable by imprisonment for a term of more
than one (1) year.
11. The authority to make, amend, alter, change, or repeal the Bylaws of the
Corporation is hereby specifically granted to and vested in the Board of
Directors of the Corporation which must be approved by a vote of the
majority of the Board of Directors in office at any regular or special
meeting, duly convened after notice for that purpose. This authority is
subject to the power of the Shareholders to make, amend, alter, change, or
repeal the Bylaws of the Corporation by the affirmative vote of
seventy-five percent (75%) of the shares of the Corporation's capital
stock, issued, outstanding and entitled to vote, at any regular or special
meeting duly convened after notice for that purpose. Notwithstanding the
foregoing, the Board does not have the power to amend any Bylaw provision
that is required by law to be amended by the Shareholders of the
Corporation.
12. This Corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation upon:
a. The affirmative vote of the holders of at least seventy-five percent
(75%) of the shares of this Corporation, issued, outstanding, and entitled
to vote at any regular or special meeting duly convened; or
b. The affirmative vote of a majority of the members of the Board of
Directors of this Corporation and the Affirmative vote of the holders of a
majority of the shares of this Corporation, issued, outstanding, and
entitled to vote at any regular or special meeting duly convened.
13. Nominations for the election of members of the Board of Directors may be
made by the Board of Directors or by any Stockholder entitled to vote for
the election of Directors. Nominations made by Stockholders entitled to
vote for the election of Directors shall be made by notice, in writing,
delivered to or mailed by registered return receipt mail, postage prepaid,
to the Secretary of this Corporation, not less than thirty days nor more
than fifty days prior to any meeting of the Stockholders called for the
election of Directors; provided, however, that if less than twenty-one days
notice of the meeting is given to the Stockholders, such a nomination shall
be delivered or mailed to the Secretary of this Corporation not later than
the close of the seventh day following the date on which the notice of the
meeting was mailed to the Stockholders. Such notification shall contain the
following information to the extent known to the Stockholder intending to
nominate any candidate for election to the Board of Directors:
a. The names, ages, and resident addresses of each of the proposed
nominees;
b. The principal occupation or employment and business address of each
proposed nominee;
<PAGE>
Univest Corp of PA - 5 - April 12, 1994
Amended Articles of Incorporation
c. The total number of shares of this Corporation that, to the knowledge of
the notifying Stockholder, will be voted for each of the proposed nominees;
d. The name and resident address of the notifying Stockholder; and
e. The number of shares owned by the notifying Stockholder.
Any nomination for Directors made by a Stockholder not made in accordance
herewith may be disregarded by the Secretary of the meeting, and the votes cast
for such nominee may be disregarded by the judges of election.
<PAGE>
Exhibit 4(b)
UNIVEST CORPORATION
OF PENNSYLVANIA
BYLAWS
Adopted - May 25, 1983
Amended - March 20, 1984
Amended - December 28, 1988
Amended - December 27, 1989
Amended - July 25, 1990
Amended - September 28, 1994
Amended - October 23, 1996
Page 16 of 70 sequentially numbered pages. Exhibit Index on sequential page 12.
<PAGE>
TABLE OF CONTENTS
ARTICLE I - General
Page
----
Sec. 1 Office . . . . . . . . . . . . . . 1
Sec. 2 Seal . . . . . . . . . . . . . . 1
Sec. 3 Fiscal Year . . . . . . . . . . . 1
ARTICLE II - Shareholders
Sec. 1 Place of Meetings. . . . . . . . . 1
Sec. 2 Annual Meeting . . . . . . . . . . 1
Sec. 3 Special Meetings . . . . . . . . . 1
Sec. 4 Adjournments of Meetings . . . . . 2
Sec. 5 Notice of Meetings . . . . . . . . 2
Sec. 6 Waiver of Notice . . . . . . . . . 3
Sec. 7 Quorum at Shareholders Meeting . . 3
Sec. 8 Shareholders' Proposals. . . . . . 3
Sec. 9 Voting of Shares . . . . . . . . . 3
Sec. 10 Voting Power . . . . . . . . . . . 3
Sec. 11 Proxies. . . . . . . . . . . . . . 4
Sec. 12 Judges of Election . . . . . . . . 5
Sec. 13 Determination of Shareholders
of Record. . . . . . . . . . . . 6
Sec. 14 Certification by Nominee of
Beneficial Owner . . . . . . . . 6
Sec. 15 Voting Lists . . . . . . . . . . . 6
Sec. 16 Examination of Records . . . . . . 7
Sec. 17 Presiding Officer . . . . . . . . 7
Sec. 18 Nominations for Directors. . . . . 7
ARTICLE III - Directors
Sec. 1 Number and Classifications . . . . 8
Sec. 2 Election . . . . . . . . . . . . . 9
Sec. 3 Vacancies. . . . . . . . . . . . . 9
Sec. 4 Resignation of Directors . . . . . 10
Sec. 5 Removal of Directors . . . . . . . 10
Sec. 6 Regular Meetings of the Board
of Directors . . . . . . . . . . 10
Sec. 7 Special Meetings . . . . . . . . . 10
Sec. 8 Notice of Meetings . . . . . . . . 11
Sec. 9 Presiding Officer and Order of
Business . . . . . . . . . . . . 11
Sec. 10 Quorum . . . . . . . . . . . . . . 11
Sec. 11 Powers of Board of Directors . . . 11
Sec. 12 Financial Report to Shareholders . 12
Sec. 13 Committees . . . . . . . . . . . . 13
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<PAGE>
ARTICLE IV - Indemnification
Sec. 1 Indemnification. . . . . . . . . . 13
Sec. 2 Limitation of Directors'
Liability. . . . . . . . . . . . 14
Sec. 3 Expenses . . . . . . . . . . . . . 14
Sec. 4 Standard of Care and Justifiable
Reliance . . . . . . . . . . . . 14
ARTICLE V - Officers
Sec. 1 Election of Officers and Agents . . . . . . 15
Sec. 2 Terms and Compensation . . . . . . . . . . 16
Sec. 3 Chairman . . . . . . . . . . . . . . . . . 16
Sec. 4 President . . . . . . . . . . . . . . . . . 16
Sec. 5 Vice President . . . . . . . . . . . . . . 17
Sec. 6 Secretary . . . . . . . . . . . . . . . . . 17
Sec. 7 Treasurer . . . . . . . . . . . . . . . . . 17
Sec. 8 Assistant Secretary . . . . . . . . . . . . 17
Sec. 9 Assistant Treasurers . . . . . . . . . . . 17
ARTICLE VI - Execution of Documents
Sec. 1 Checks, Notes, Etc. . . . . . . . . . . . . 18
Sec. 2 Other Documents . . . . . . . . . . . . . 18
ARTICLE VII - Share Certificates and Transfers
Sec. 1 Share Certificates . . . . . . . . . . . . . 18
Sec. 2 Transfer of Shares . . . . . . . . . . . . . 18
Sec. 3 Loss or Destruction of Share Certificates . 19
Sec. 4 Transfer Agents and Registrars . . . . . . . 19
ARTICLE VIII - Amendments
Sec. 1 Amendments to Bylaws . . . . . . . . . . . . 19
ARTICLE IX - Miscellaneous
Sec. 1 Statement Relating to Act 92 of 1983 . . . . 19
Sec. 2 Statement Relating to Act 36 of 1990 . . . . 20
Page 18 of 70 sequentially numbered pages. Exhibit Index on sequential page 12.
<PAGE>
BYLAWS
UNIVEST CORPORATION OF PENNSYLVANIA
(Adopted May 25, 1983)
(Amended March 20, 1984)
(Amended April 14, 1987)
(Amended December 28, 1988)
(Amended December 27, 1989)
(Amended July 25, 1990)
(Amended September 28, 1994)
(Amended October 23, 1996)
ARTICLE I
General
SECTION 1 - Office:
The principal office of the Corporation shall be in Souderton,
Pennsylvania.
SECTION 2 - Seal:
The Corporation shall have a corporate seal which shall contain the
words "Univest Corporation of Pennsylvania" in a circle within which the word
"SEAL" shall be embossed. It shall not be necessary to affix an impression of
the corporate seal to any instrument or other document for the valid execution,
assignment, or endorsement by the Corporation.
SECTION 3 - Fiscal Year:
The fiscal year of the Corporation shall end on the 31st day of
December.
ARTICLE II
Shareholders
SECTION 1 - Place of Meetings:
The Shareholders' Meeting shall be held at the principal office of the
Corporation or at such other place, within or without the Commonwealth of
Pennsylvania, as designated in a notice of the meeting each Shareholder shall
receive.
SECTION 2 - Annual Meeting:
The Annual Meeting of Shareholders shall be held on the second Tuesday
of April each year or on such other date as determined by the Board of
Directors.
SECTION 3 - Special Meetings:
Special meetings of the Shareholders may be called at any time by the
Chairman or by the majority vote of all of the members of the Board of Directors
entitled to vote.
A. Upon written request to the Secretary, sent by registered
mail or delivered to the
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Secretary in person, by any persons entitled to call a special meeting
of the Shareholders as set forth in Section 3 above, the Secretary
shall call a special meeting as follows:
1. The time of the special meeting shall be scheduled by the
Secretary in accordance with the written request, provided:
a. That the meeting may not be scheduled less than fifteen (15)
days or more than sixty (60) days after the receipt of the
written request to hold a special meeting.
b. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons
calling the meeting may do so, subject, however, to the
requirements of notice as set forth in Article II,
Section 5.
SECTION 4 - Adjournment of Meetings:
Any regular or special meeting of the Shareholders, including one at
which Directors are to be elected, may be adjourned for such period as the
Shareholders present and entitled to vote shall direct.
SECTION 5 - Notice of Meeting:
A. Notice shall be sent to each Shareholder by the Secretary. If the
Secretary fails to send notice as required, then and in that event,
the person who is authorized to call the meeting shall do so.
B. Notice shall be sent to Shareholders of record entitled to vote at the
meeting, not less than ten (10) days prior to the date of the meeting.
C. Whenever written notice is required to be given to any person under
the provisions of these Bylaws, it may be given to the person either
personally or by sending a copy thereof by first class or express
mail, postage prepaid, or by telegram (with messenger service
specified), telex or TWX (with answer-back received) or courier
service, charges prepaid, or by telecopier, to his address (or to his
telex, TWX, telecopier or telephone number) appearing on the books of
the Corporation or, in the case of Directors, supplied by the Director
to the Corporation for the purpose of notice. If the notice is sent by
mail, telegraph or courier service, it shall be deemed to have been
given to the person entitled thereto when deposited in the United
States mail or with a telegraph office, or courier service for
delivery to that person or, in the case of telex or TWX, when
dispatched.
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<PAGE>
D. Notice shall specify the place, the day, and the hour of the meeting.
In the case of special meetings, it shall include all the above, and
it shall also include a description of the general nature of the
business to be transacted at the meeting.
E. Notice of an adjourned meeting or of the business to be transacted at
an adjourned meeting need not be given other than by announcement at
the same meeting at which the adjournment action is taken, unless the
Board of Directors fix a new record date for the adjourned meeting.
SECTION 6 - Waiver of Notice:
A waiver of notice shall be deemed equivalent to the receipt of notice
if it is signed by the person or persons entitled to receive such notice.
A. With the exception of a special meeting, neither the business to be
transacted nor the purpose of the meeting need be specified in the waiver
of notice of such meeting.
B. Attendance of a person either in person or by a proxy at any meeting shall
constitute a waiver of notice of that meeting.
1. A waiver of notice shall not be applied to the person who attends a
meeting for the express purpose of objecting to the transaction of any
business because a meeting was not lawfully called.
SECTION 7 - Quorum at Shareholders' Meetings and Shareholder
Consent:
A. The presence in person or by proxy of Shareholder's entitled to cast at
least 66 2/3% of the votes which all Shareholders are entitled to cast
shall constitute a quorum at a meeting of the Shareholders. If a quorum is
present, the affirmative vote of the majority of the Shareholders
represented at the meeting shall be the act of the Shareholders unless the
vote of a greater number is required by these Bylaws, as defined in Article
II, Section 10. (Voting Power)
B. No action required to be taken or which may be taken at any annual or
special meeting of the Shareholders of the Corporation may be taken without
a meeting, and the power of the Shareholders of the Corporation to consent
in writing to action without a meeting is specifically denied.
SECTION 8 - Shareholders' Proposals:
A proposal for action to be presented by any shareholder at an annual
or special meeting of shareholders shall be out of order unless specifically
described in the Company's notice to all shareholders of the meeting and the
matters to be acted upon thereat or unless the proposal shall have been
submitted in writing to the Chairman and received at the principal executive
offices of the Company at least 60 days prior to the date of such meeting, and
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<PAGE>
such proposal is, under law, an appropriate subject for shareholder action.
SECTION 9 -Voting of Shares:
Unless otherwise provided in the Articles of Incorporation, every
Shareholder of record shall have the right to one vote for every share standing
in the Shareholder's name on the books of the Corporation.
SECTION 10 -Voting Power:
The affirmative vote of the holders of a majority of the shares of the
Corporation's capital stock, issued, outstanding, and entitled to vote, shall be
required to approve any of the following:
A. Any merger or consolidation of the Corporation with or into
any other corporations; or
B. Any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of capital stock of
the Corporation, pursuant to a vote of the Shareholders;
C. Any sale, lease, exchange, or other transfer of all, or
substantially all of the assets of the Corporation to any
other corporation, person, or entity; or
D. Any transaction similar to, or having similar effect, as the
foregoing transactions.
In the event any corporation, person, or entity owns, as a beneficial
owner, directly or indirectly, more than 5% of the shares of capital stock of
the Corporation, issued, outstanding, and entitled to vote, on the record date
for determination of Shareholders entitled to notice thereof and to vote
thereon, than and in that event, 75% of the shares of the Corporation's capital
stock, issued, outstanding, and entitled to vote, shall be required to approve
any of the transactions identified above in Paragraphs A. through D., inclusive.
The affirmative vote of 75% of the shares outstanding as set forth herein above
shall be in lieu of the vote of the Shareholders otherwise required by law.
The Board of Directors of the Corporation shall have the power and duty
to determine from the corporate stock records or from any other source or from
information known to the Board, if and when such other corporation, person, or
entity is the beneficial owner, directly or indirectly, of more than 5% of the
shares of capital stock of the Corporation, issued, outstanding, and entitled to
vote; and in addition thereto, the Board of Directors shall have the power to
determine if any transaction is similar to, or has a similar effect as, any of
the transactions identified above in Paragraphs A. through D., inclusive. Such
determination as made by the Board of Directors shall be conclusive and binding
for all purposes of this section.
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<PAGE>
The provisions of this section shall not apply to any transaction which
is approved in advance by a majority of the members of the Board of Directors of
the Corporation at a meeting duly called and held in accordance with these
Bylaws.
The Corporation may voluntarily completely liquidate and/or dissolve
only if the proposed liquidation and/or dissolution is approved by the
affirmative vote of the holders of 75% of the shares of the Corporation's
capital stock, issued, outstanding, and entitled to vote.
SECTION 11 - Proxies:
Every share may be voted either in person or by proxy.
If a proxy, the following are the proxy requirements:
A. Every proxy shall be executed in writing by the Shareholder
or by his duly-authorized attorney in fact (who shall file a
written Power of Attorney with the Secretary of Univest
Corporation).
B. A proxy, unless coupled with an interest, shall be revocable
at will.
C. The revocation of a proxy shall not be effective until such notice has
been given to the Secretary of Univest Corporation, or a shareholder
appears in person at the meeting and revokes the proxy by a written
designation to the Corporation.
D. An unrevoked proxy shall not be valid for more than three (3)
years from the date of its execution.
E. Unless the Secretary of Univest Corporation receives a certificate of
death or a notice of incapacity before the vote is counted, a proxy
shall not be revoked by the death or incapacity of a Shareholder.
SECTION 12 - Judges of Election:
The elections for Directors do not have to be by written ballot.
However, a Shareholder, before the voting begins, may request that the election
be held by written ballot.
The Board of Directors may appoint in advance of any meeting of
Shareholders, judges to act as judges of election at such meeting. The judges of
election need not be Shareholders.
A. Should the judges of election not be appointed, the chairman
of the meeting may appoint the judges of election for that
meeting at or before the meeting.
B. The number of judges appointed shall be three (3).
C. No person who is a candidate for office shall be appointed and
act as a judge of election.
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<PAGE>
D. Should a judge fail to appear, refuse or be unable to act, his
vacancy shall be filled by appointment made by the chairman
or presiding officer at the meeting.
E. The duties of the judges of election shall be as follows:
1. To determine the number of shares outstanding and the voting
power of each Shareholder.
2. To determine the shares represented at the meeting.
3. To determine the existence of a quorum pursuant to these
Bylaws.
4. To determine the authenticity, validity, and effect of
proxies.
5. To hear and determine all challenges and questions in any
way arising in connection with the right to vote at the
election.
6. To count and tabulate all votes and determine the result of
the election.
7. And to do such acts as may be proper to conduct the election
or vote with fairness to all Shareholders.
F. The decision of the majority of the judges shall be effective
in all respects as if the decision had been made by all
unanimously.
G. On request of the chairman or the presiding officer or any
Shareholder or a Shareholder's proxy, the judges may make a
report in writing of any challenge or question or matter
determined by them.
1. Any report made by the judges shall be prima facie evidence
of the facts stated in the report.
SECTION 13 - Determination of Shareholders' of Record:
The Board of Directors may fix a time, not more than seventy (70) days
prior to:
A. The record date of any meeting of the Shareholders, or
B. The date fixed for the payment of any dividend, or
C. The date when any change or conversion or exchange of shares
shall take effect.
The following date shall determine the Shareholders' of Record entitled
to the following:
A. To receive notice of the meeting;
B. To be entitled to vote at such meeting; and/or
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<PAGE>
C. To receive payment of such dividend; and/or
D. To receive any allotment of rights; and/or
E. To exercise any rights, notwithstanding any transfer of any
shares on the books of the Corporation after the record date as
fixed above.
F. When a determination of Shareholders of Record has been made for
purposes of a meeting, the determination shall apply to any
adjournment thereof unless the Board fixes a new record date for
the adjourned meeting.
SECTION 14 - Certification by Nominee of Beneficial Owner:
The Board of Directors, by resolution adopted by majority vote, shall
have the power to adopt a procedure whereby a shareholder of the Corporation may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of the Shareholder are held for the account of a
specified person or persons.
SECTION 15 - Voting Lists:
The officer or agent having charge of the transfer books for shares of
the Corporation shall make a complete list of the Shareholders as of the record
date who shall be entitled to vote at the meeting.
A. The list will be arranged in alphabetical order with the
address and the number of shares of each Shareholder.
B. The list shall be kept on file at the registered office of the
Corporation and shall be subject to an inspection by any
Shareholder at any time during usual business hours.
C. The list shall also be produced and kept open at the time and place
of the Shareholders' meeting and shall be subject to the inspection
by any Shareholder during the time of the meeting.
D. The list of Shareholders shall be evidence as to who are the
Shareholders entitled to examine the lists, or to vote in
person or by proxy, at any Shareholders' meeting.
SECTION 16 - Examination of Records:
Upon reasonable advance notice in writing, every Shareholder shall have
the right to examine in person or by agent or by attorney at any reasonable time
or times and for any reasonable purpose the share register, the books of records
of account, and records of the proceedings of the Shareholders and Directors.
SECTION 17 - Presiding Officer:
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<PAGE>
All meetings of the Shareholders shall be called to order and presided
over by the Chairman, or, by a temporary Chairman elected by the Shareholders
present at the meeting.
SECTION 18 - Nominations for Directors:
Nominations for the election of Directors may be made by the Board of
Directors or by any Shareholder entitled to vote for the election of Directors.
Nominations made by Shareholders entitled to vote for the election of Directors
shall be made by notice, in writing, delivered or mailed by registered return
receipt mail, postage prepaid, to the Secretary of the Corporation, not less
than thirty (30) days nor more than fifty (50) days prior to any meeting to the
Shareholders called for the election of Directors; provided, however, that if
less than twenty-one (21) days notice of the meeting is given to the
Shareholders, such a nomination shall be delivered or mailed to the Secretary of
the Corporation not later than the close of the seventh (7th) day following the
date on which the notice of the meeting was mailed to the Shareholders. Such
notification shall contain the following information to the extent known to the
Shareholder intending to nominate any candidate for election to the Board of
Directors:
A. The names, ages, and resident addresses of each of the
proposed nominees;
B. The principal occupation or employment and business address
of each proposed nominee; and
C. The total number of shares of the Corporation that, to the
knowledge of the notifying Shareholders, will be voted for
each of the proposed nominees;
D. The name and resident address of the notifying Shareholder;
E. The number of shares owned by the notifying Shareholder.
Any nomination for Director made by a Shareholder not made in accordance
herewith may be disregarded by the Secretary of the meeting, and the votes cast
for such nominee may be disregarded by the judges of election.
ARTICLE III
Directors
SECTION 1 - Number and Classification:
The business and affairs of the Corporation shall be managed by a Board
of Directors.
A. The Board of Directors shall be individuals who need not be
residents of the Commonwealth of Pennsylvania or Shareholders of
the Corporation. An individual shall be eligible to be a
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Director of this Corporation only if he or she previously has been a
Director or an Alternate Director of this Corporation. Individuals shall
retire from the Board of Directors on the first day of the month following
their seventy-second (72d) birthday. Persons who were directors of Union
National Bank and Trust Company of Souderton on or before February 3, 1970,
are exempt from this retirement provision.
B. The Board of Directors shall have the power to fix the number of
Directors and to determine, from time to time, in which category
a Director shall be placed. The categories of Directors shall
be Class I, Class II, and Class III. Action may be taken by the
Board from time to time, by proper resolution, to increase or
decrease the number of Directors without a vote of the
Shareholders, provided that the number of Directors is not less
than five (5) or more than twenty-five (25).
1. In the event that the Board of Directors shall decide by resolution to
reduce the size of the Board, they must include within the resolution a
statement as to the term of a Director or Directors who will be removed
from office or terminate at the end of their then-existing term.
2. The Board of Directors shall be divided into three classes to
be known as Class I, Class II, and Class III. Each class
shall be as nearly equal in number as possible, with the term
of office of one class expiring each year. Of the initial
classified Board of Directors first chosen, after adoption of
these Bylaws, Class I shall consist of three (3) Directors who
shall be elected to hold office for the term of one (1) year
or until the next annual election; Class II shall consist of
four (4) Directors each to hold office for two (2) years, or
until the second annual election. Class III shall consist of
four (4) directors each to hold office for three (3) years,
or until the third annual election. At each annual election,
the successors to each class of Directors, whose terms shall
expire in that year, shall be elected to hold office for the
term of three (3) years, so that the term of office of one
class of Directors shall expire each year when their
respective successors have been duly elected by the
Shareholders and qualified. At each annual election of
Directors by the Shareholders of the Corporation held during
and after the third year or until the third annual election,
the Directors chosen to succeed those whose terms then expired
shall be identified as being of the same class of Directors
they succeed. When the number of Directors has changed, then
the newly-created directorship or any decrease in
directorships shall be apportioned among the classes of
Directors as to make all classes as nearly equal in number as
possible.
C. In addition to the Directors elected in accordance with Article III,
Section 1., B., 2., herein above, there shall be elected by the
Shareholders at the annual meeting of the Shareholders Alternate Directors
who shall be called "Alternate Directors." The Board of Directors shall
have the power to fix the number of Alternate directors. Action may be
taken by the Board of
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Directors to increase or decrease the number of Alternate Directors without
a vote of Shareholders, provided that the number of Alternate Directors is
not less than one (1) nor more than four (4). An Alternate Director shall
serve in such office for a term of one (1) year and until his or her
successor has been duly elected by the Shareholders and qualified.
D. Alternate Directors shall attend all meetings of the Board of
Directors and shall have the right to participate in the
discussions held. However, alternate Directors shall have no
voting power, and shall not be included in determining whether
a quorum of the Board is present. Alternate Directors may be
appointed to any committee of the Board except Executive
Committee, upon the discretion of the Board of Directors. They
shall be paid for their attendance at the meetings of the Board
of Directors in accordance with the resolutions adopted by the
Board.
SECTION 2 - Election:
The Directors shall be elected at the Annual Meeting of the Shareholders.
A. If not elected at an annual meeting, they may be elected at a
special meeting called for that purpose.
B. Each Director shall hold office until his successor is elected
or until his resignation, removal from office, or death.
SECTION 3 - Vacancies:
The Board of Directors shall appoint a Director from the pool of Alternate
Directors to fill any vacancy of the Board of Directors created by the
resignation, death, incapacity, or removal from office of any Director. An
Alternate Director appointed to fill such vacancy shall serve the unexpired term
of the Director he replaces. Any such appointment by the Board of Directors
shall be approved by a majority vote of the remaining members of the Board of
Directors, even though it may be less than a quorum.
A. Within the meaning of this section, a vacancy or vacancies shall be deemed
to exist in case the Board of Directors shall increase the authorized
number of Directors but shall fail at the meeting at which such increase is
authorized and approved to elect the additional Directors provided for, or
in case the Shareholders shall fail at any time to elect a full Board of
Directors.
B. In the event of a vacancy in the pool of Alternate Directors, the Board of
Directors during the year prior to the Shareholders' meeting shall have the
right to appoint a successor Alternate Director who shall serve in that
capacity until the next annual Shareholders' meeting. Said appointment
shall be approved by a majority vote of the remaining members of the Board,
even though it may be less than a quorum.
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SECTION 4 - Resignation of Directors:
A Director or an Alternate Director may resign at any time by written
resignation delivered to the Secretary. Unless otherwise specified in the
resignation, it shall take effect upon receipt by the Secretary. Failure of a
member of the Board of Directors or an Alternate Director to attend regular
meetings of the Board for six months, unless excused by resolution of the Board
of Directors, shall automatically constitute a resignation, effective upon
acceptance by the Board of Directors.
SECTION 5 - Removal of Directors:
Any Director or Alternate Director, any class of Directors, or the entire
Board of Directors of this Corporation, may be removed from office at any time
for cause, by the affirmative vote of a majority of the Board of Directors in
office, or by the affirmative vote of the holders of at least 75% of the shares
of this Corporation, issued, outstanding, and entitled to vote for the election
of Directors. Cause shall include, but not be limited to, the following:
A. Mismanagement, collusion, or fraud;
B. Improper conduct relating to the funds of this Corporation;
C. Violation of the fiduciary duty of the Directors or Alternate
Directors;
D. All acts, omission, and concealments which involve a breach of
the legal or equitable duty, trust, or confidence justly reposed
in a Director or Alternate Director;
E. Wasting of corporate assets;
F. Judicially declared of unsound mind; or
G. Conviction of an offense punishable by imprisonment for a term
of more than one (1) year.
SECTION 6 - Regular Meetings of the Board of Directors:
The Board of Directors shall, without notice, hold an annual meeting
immediately after the Annual Meeting of the Shareholders, or after the last
adjournment thereof, and shall hold other regular meetings at such times and
places as it may determine.
SECTION 7 - Special Meetings:
The Board of Directors shall hold such special meetings as shall be called
by the Chairman, or President, or the Vice President, or the majority of the
Directors in office.
A. Each meeting shall be held at such time and place as shall be designated in
the notice of the meeting sent by the Secretary.
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SECTION 8 - Notice of Meetings:
Written notice of all meetings except the annual meeting of the Board of
Directors shall be given by, or at the direction of, the person or persons
calling the meeting at least one (1) day prior to the day named for the meeting.
SECTION 9 - Presiding Officer and Order of Business:
All meetings of the Directors shall be called to order and presided over by
the Chairman, or in his absence, by the President. If the Chairman or the
President are not present, the Board of Directors shall elect a temporary
Chairman. At the annual meeting the Chairman shall preside and have a temporary
Chairman elected for the purpose of conducting the election of Directors.
A. As far as consistent with the purpose of the meeting, the order
of business at all meetings shall be as follows:
1. Roll call.
2. Reading of the minutes of the preceding meeting and action
on the minutes.
3. Reports of officers and committees as called for by the
presiding officer.
4. Unfinished business.
5. New business.
6. Adjournment.
SECTION 10 - Quorum:
A majority of the Directors in office shall be necessary to constitute a
quorum for the transaction of business.
A. The acts of the majority of the Directors present at a meeting
at which a quorum is present shall be the acts of the entire
Board of Directors.
B. If the Directors shall unanimously consent in writing to any action to be
taken by the Corporation, that action shall be a valid corporate action as
though it had been authorized at a meeting of the Board of Directors.
SECTION 11 - Powers of Board of Directors:
All general and special powers of the Corporation shall be exercised by the
Board of Directors.
A. The Board of Directors may, by resolution adopted by a
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majority of the Board of Directors in office, delegate two (2) or more of
its members to act as an Executive Committee.
1. The Executive Committee shall have and exercise the authority
of the Board of Directors in the management of the business of the
Corporation.
B. The Board of Directors shall have power, in general, to do all things in
and about the control and management of the business, the property, and
affairs of the Corporation, consistent with the law and the Articles and
Bylaws of the Corporation.
1. The Board of Directors may from time to time adopt such regulations
with respect to the powers and duties of the officers of the
Corporation and the conduct of the Corporation's business as the Board
may deem proper and expedient.
C. The Board of Directors of the Corporation, when evaluating any
offer of another party to:
1. Make a tender or exchange offer for any equity security of the
Corporation;
2. Merge or consolidate the Corporation with another corporation;
3. Purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation; or
4. Engage in any transaction similar to, or having similar effects as,
any of the forgoing transactions;
shall, in connection with the exercise of its judgment in determining what
is the best interest of the Corporation and its Shareholders, give due
consideration to all relevant factors, including, without limitation, the
social and economic effects of the proposed transaction on the depositors,
employees, suppliers, customers, and other constituents of the Corporation
and its subsidiaries, and on the communities in which the Corporation and
its subsidiaries operate or are located, the business reputation of the
other party, and the Board of Directors' evaluation of the then value of
the Corporation in a freely negotiated sale and of the future prospects of
the Corporation as an independent entity.
SECTION 12 - Financial Report to Shareholders:
The Board of Directors shall send to the Shareholders, within one hundred
twenty (120) days after the close of the Corporation's fiscal year, a financial
report.
A. The Report shall give a summary of the assets and liabilities of
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the Corporation.
B. The amount of dividends paid or declared during the past year.
C. The condition as to surplus or deficit and how acquired or
created.
D. The number of shares issued and outstanding, together with any
such particulars as are necessary to disclose the general nature
of the liabilities and assets of the Corporation.
E. The Report shall also set forth a balance sheet as of the closing date of
the preceding fiscal or calendar year, together with a statement of income
and profit and loss for the year ending on that date.
F. All reports shall be verified by an Independent Certified Public
Accountant.
1. The Independent Certified Public Accountant may not be a Director or
full-time employee of the Corporation.
SECTION 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the
Directors in office, may from time to time, appoint such standing or special
committees to consist of one or more Directors of the Corporation. Any
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all of the powers and authority of the Board, except
that a Committee shall not have any power or authority as to the following:
A. Submission to Shareholders of any action requiring approval of
Shareholders;
B. Creation of/or filling of vacancies in the Board of Directors;
C. Adoption, amendment, or repeal of the Bylaws;
D. Amendment or repeal of any resolution of the Board that by its
terms is amendable or repealable only by the Board; or
E. Action on matters committed by the Bylaws or resolution of the
Board of Directors to another committee of the Board.
ARTICLE IV
Indemnification
SECTION 1 - Indemnification:
The Corporation shall indemnify any person who is or was or shall be a
Director, Alternate Director, Officer, employee or agent of the Corporation, or
who is, was, or shall be serving at the request
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of the Corporation as a Director, Alternate Director, officer, employee or agent
of another Corporation, partnership, joint venture, trust or other enterprise,
and the respective heirs, executors, administrators and assigns of each of the
foregoing, against all reasonable expenses and liabilities (including, without
limitation, attorneys' fees, court costs, fines, and amounts paid in
satisfaction of judgments or in reasonable settlement), actually and reasonably
incurred by, or imposed upon him in connection with, or resulting from the
defense of any civil or criminal action, suit or proceeding whether civil,
criminal, administrative or investigative (or any appeal therein), including
without limitation an action, suit or proceeding by or in the right of the
Corporation, in which they, or any of them, are made parties or a party or are
otherwise involved by reason of being or having been a Director, Alternate
Director, officer, employee or agent of the Corporation or of such other
Corporation, whether or not he is or continues to be a Director, Alternate
Director, officer, employee or agent at the time such expenses or liabilities
are paid or incurred. Notwithstanding the foregoing, the Corporation need not
indemnify such Director, Alternate Director, Officer, employee or agent with
respect to any mater as to which he shall be finally adjudged in such action,
suit or proceeding to have been liable for willful misconduct or recklessness in
the performance of his duties as such Director, Alternate Director, officer,
employee or Agent. In the case of a criminal action, suit or proceeding, a
conviction (whether based on a plea of guilty or nolo contenders or its
equivalent, or after trial) shall not of itself be deemed an adjudication that
such Director, alternate Director, officer, employee or agent or former
Director, Alternate Director, officer, employee or agent is liable for willful
misconduct or recklessness in the performance of his duties as such Director,
Alternate Director, officer, employee or agent. With respect to payment of
amounts in settlement or compromise, the Corporation shall be obliged to
indemnify hereunder only if the Board of Directors shall adopt a resolution
determining that such settlement or compromise is reasonable, and approving the
same.
A. The indemnification provided hereunder shall be in addition to
and not exclusive of any other right to which those seeking
indemnification may be entitled under any agreement, vote of
Shareholders, or disinterested Directors, other By-Law, or
otherwise, both as to actions in their official capacity and as
to actions in another capacity while holding such office; and
shall continue as to a person who has ceased to be a Director,
Alternate Director, or officer, and shall inure to the benefit
of their heirs, executors, and administrators of such person.
B. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, Alternate Director,
officer, employee or agent, is now or was serving at the request
of the Corporation as a Director, Alternate Director, officer,
employee or agent of a subsidiary of the Corporation, another
company, partnership, joint venture, or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against
such liability under the provisions above mentioned.
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SECTION 2 - Limitation of Directors' Liability:
A Director or Alternate Director of the Corporation shall not be personally
liable, as such, for monetary damages for any action taken, or any failure to
take any action unless the Director or Alternate Director has breached or failed
to perform his duties of his office as provided under this Article, and the
breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness. This provision shall not apply to the responsibility or liability
of a Director or Alternate Director pursuant to any criminal statute or for the
liability of a Director or Alternate Director for the payment of taxes pursuant
to local, state, or federal law, nor shall this provision apply to any actions
filed prior to the date of the adoption of this provision, nor to any breach of
performance of duty or any failure of performance of duty by a Director or
Alternate Director prior to the date of adoption of this provision.
SECTION 3 - Expenses:
Expenses incurred by a Director, Alternate Director, officer, employee or
agent in defending a civil or criminal action, suit or proceeding, may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of any undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation.
SECTION 4 - Standard of Care and Justifiable Reliance:
A. A Director or Alternate Director shall stand in a fiduciary
relation to the Corporation and shall perform his duties as a
Director or Alternate Director, including his duties as a member
of any committee of the Board upon which he may serve, in good
faith, in a manner he reasonably believes to be in the best
interests of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing
his duties, a Director or Alternate Director shall be entitled
to rely in good faith on information, opinions, reports or
statements, including financial statements and other financial
data, in each case prepared or presented by any of the following:
1. One or more officers or employees of the Corporation whom the Director
or Alternate Director reasonably believes to be reliable and competent
in the matters presented.
2. Counsel, public accountants or other persons as to matters which the
Director or Alternate Director reasonably believes to be within the
professional or expert competence of such person.
3. A committee of the Board upon which he does not serve, duly
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designated in accordance with law, as to matters within its designated
authority, which committee the Director or Alternate Director
reasonably believes to merit confidence.
A Director or Alternate Director shall not be considered to be acting in
good faith if he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
B. In discharging the duties of their respective positions, the
Board of Directors, committees of the Board, individual Directors
and individual Alternate Directors may, in considering the best
interests of the Corporation, consider the effects of any action
upon employees, upon suppliers and customers of the Corporation
and upon communities in which offices or other establishments of
the Corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a
violation of Section 4.A. of this Article.
C. Absent breach of fiduciary duty, lack of good faith or self-dealing,
actions taken as a Director or Alternate Director or any failure to take
any action shall be presumed to be in the best interests of the
Corporation.
ARTICLE V
Officers
SECTION 1 - Election of Officers and Agents:
At the Annual Meeting, the Board of Directors shall elect:
A. A Chairman;
B. A President;
C. Any number of Vice Presidents they deem desirable as is fixed by
a resolution of the Board of Directors;
D. A Secretary;
E. A Treasurer;
F. One or more Assistant Secretaries;
G. And any other officers, assistant officers, and agents as the
Board deems advisable.
Any two (2) or more offices may be held by the same person.
SECTION 2 - Terms and Compensation:
The Board of Directors shall determine the terms and compensation for all
officers.
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A. Unless a written contract is entered into with the officer, each officer
shall hold his office until the next annual meeting of the Board of
Directors and until his successor has been elected.
B. Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever, in its judgment, the best
interests of the Corporation will be served by removing that officer.
C. Any removal of an officer shall be without prejudice to the
contract rights, if any, of the officer removed.
SECTION 3 - Chairman:
The Chairman's duties shall be as follows:
A. The Chairman shall preside at the Annual Meeting of the Shareholders and
shall act as the presiding officer unless a temporary Chairman is elected
by the Shareholders present at the meeting.
B. The Chairman shall act as the presiding officer at all Directors'
meetings and in the event of the Chairman's absence, the
President shall act in his place and stead.
C. The Chairman, along with the President, shall submit a written
annual report to the board of Directors and Shareholders.
SECTION 4 - President:
The President's duties shall be as follows:
A. He shall preside at all meetings of the Directors in the event
that the Chairman is absent. He shall preside at the Annual
Meeting of Shareholders in the event of the absence of the
Chairman.
B. He shall be ex-officio a member of all standing committees.
C. He shall have the custody of the corporate seal, although he may
entrust the corporate seal to his Secretary.
D. He shall make reports of the Corporation's business to the Board
of Directors at such times as the Board shall require.
E. He shall perform all the usual duties incident to the office of
President.
SECTION 5 - Vice President:
In the absence or disability of the President, his duties shall be
performed by the Vice Presidents. They shall perform such other duties as may be
assigned to them by the President or the Board of Directors.
SECTION 6 - Secretary:
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The Secretary shall attend the meeting of the Shareholders and the
Directors and keep minutes of those meetings in the Corporate Minute Book.
A. The Secretary shall send out all notices for Shareholder meetings and
Directors meetings, unless some other person is delegated to give that
notice.
B. The Secretary shall perform all the usual duties incident to the
office of Secretary.
SECTION 7 - Treasurer:
The Treasurer shall receive all money paid to the Corporation and keep, or
cause to be kept, accurate accounts of all monies received or payments made and
books kept for that purpose.
A. He shall deposit all monies received by him in the name and to
the credit of the Corporation in a bank or other place of deposit
as the Board of Directors shall determine.
B. As directed by the president or the Board of Directors, he shall
disburse the money of the Corporation by checks or vouchers.
C. He shall give bond for the faithful discharge of his duties.
D. He shall perform all the usual duties incident to the office of
the Treasurer.
SECTION 8 - Assistant Secretaries:
In the absence or disability of the Secretary, his duties shall be
performed by the Assistant Secretaries. They shall perform such other duties as
may be assigned to them by the President or the Board of Directors.
SECTION 9 - Assistant Treasurers:
In the absence or disability of the Treasurer, his duties shall be
performed by the Assistant Treasurers. They shall perform such other duties as
may be assigned to them by the President or the Board of Directors.
ARTICLE VI
Execution of Documents
SECTION 1 - Checks, Notes, Etc.:
The Board of Directors shall from time to time designate the officers
or agents of the Corporation who shall have power:
A. As its representative, to sign and endorse checks and other
negotiable instruments and to borrow money for the Corporation.
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B. And, as its representative, to make notes or other evidences of
indebtedness.
SECTION 2 - Other Documents:
Unless otherwise authorized by the Board of Directors:
A. All contracts, leases, deeds, deeds of trust, mortgages, powers
of attorney to transfer stock and for other purposes and all
other documents requiring the seal of the Corporation shall be
executed for and on behalf of the Corporation by
1. The President or
2. Other elected officer
B. The corporate seal shall be affixed by the President or any other person
authorized by him to do so, and all of which shall be attested to by the
Secretary and/or by such other persons as selected by the President.
ARTICLE VII
Share Certificates and Transfers
SECTION 1 - Share Certificates:
Share Certificates of the Corporation shall be in such form as the Board of
Directors shall determine.
A. Every Share Certificate shall be signed by the President or Vice President,
or by any other officer designated by the Board of Directors, shall be
countersigned by the Treasurer or Secretary, and sealed with the corporate
seal.
B. The corporate seal may be affixed by a facsimile, engraved or printed, and
where the Share Certificate is signed by a transfer agent, the signature of
any corporate officer upon such Certificate may be a facsimile, engraved or
printed.
SECTION 2 - Transfer of Shares:
The shares of the capital stock of the Corporation shall:
A. Upon the surrender and cancellation of the Certificate be
transferred upon the books of the Corporation.
B. The transfer shall be at the request of the holder named in the surrendered
Certificate or by his legal representative or by his attorney-in-fact duly
authorized by a written power of attorney filed with the Corporation's
transfer agent.
SECTION 3 - Loss or Destruction of Share Certificates:
In case of loss or destruction of a Share Certificate, another may be
issued in lieu thereof in such manner and upon such terms as the Board of
Directors shall authorize in each particular case.
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SECTION 4 - Transfer Agents and Registrars:
The Board of Directors shall appoint Union National Bank and Trust Company
of Souderton, Pennsylvania, to act as registrar of transfers and transfer agent.
No Share Certificate shall be valid or binding upon the Corporation unless
registered by the Corporation's registrar of transfers and transfer agent.
ARTICLE VIII
Amendments
SECTION 1 - Amendments To Bylaws:
The authority to make, amend, alter, change, or repeal the Bylaws of the
Corporation is hereby specifically granted to and vested in the Board of
Directors of the Corporation which must be approved by a vote of the majority of
the Board of Directors in office at any regular or special meeting, duly
convened after notice for that purpose. This authority is subject to the power
of the Shareholders to make, amend, alter, change, or repeal the Bylaws of the
Corporation by the affirmative vote of seventy-five percent (75%) of the shares
of the Corporation's capital stock issued, outstanding and entitled to vote, at
any regular or special meeting duly convened after notice of that purpose.
Notwithstanding the foregoing, the Board does not have the power to amend any
Bylaw provision that is required by law to be amended by the Shareholders of the
Corporation.
ARTICLE IX
Miscellaneous
SECTION 1 - Statement Relating To Act 92 Of 1983:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these Bylaws, the
provisions of Section 910 of the Pennsylvania Business Corporation Law (15 P.S.
1910) as amended by Act 92 enacted December 23, 1983, shall not be applicable to
this Corporation.
SECTION 2 - Statement Relating To Act 36 Of 1990:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these Bylaws, the
provisions of Subchapter G and Subchapter H of the Business Corporation Act of
1988 (the "BCL") as amended by Act 36 of 1990 enacted April 27, 1990, shall not
be applicable to this Corporation, and that Subchapter I and Subchapter J of the
BCL as amended by Act 36 of 1990 shall not control nor have any affect on this
Corporation.
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Exhibit 5
PA Direct Dial (215) 699-6000
Our File No.: 92528-150
April 11, 1997
Mr. Merrill S. Moyer,
Chairman and President
Univest Corporation of Pennsylvania
Broad and Main Streets
Souderton, PA 18964
RE: Univest Corporation of Pennsylvania (the "Corporation")
Registration Statement on Form S-8
-------------------------------------------------------
Dear Mr. Moyer:
We have acted as counsel to the Corporation in connection with the
Corporation's Registration Statement on Form S-8 pertaining to Univest
Corporation of Pennsylvania 1993 Long-Term Incentive Plan (the "Plan"), as
amended, which covers 245,838 shares of the common stock, $5.00 par value per
share, of the Corporation which is being filed this date with the U.S.
Securities and Exchange Commission (the "S-8 Registration Statement"). This
opinion is being given pursuant to the requirements of the U.S. Securities and
Exchange Commission's Regulation S-K.
For the purpose of this opinion, we have examined originals, or copies
of such records, documents or other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. These
records, documents and instruments included the following: (a) the Articles of
Incorporation of the Corporation, as amended to date; (b) the By-laws of the
Corporation, as amended to date; and (c) all records of proceedings and actions
of the Board of Directors and of the Shareholders of the Corporation relating to
the S-8 Registration Statement and the transactions contemplated thereby. We
have also examined such questions of law as we deemed necessary to enable us to
render the opinion expressed below. In all such examinations, we have assumed
the genuineness of all signatures on original and certified documents, and the
conformity to original or certified documents of all documents submitted to us
as conformed or
<PAGE>
Mr. Merrill S. Moyer
April 11, 1997
Page 2
photostatic copies. We have assumed for the purposes of this opinion that the
S-8 Registration Statement has been filed with the U.S. Securities and Exchange
Commission and has become effective under the Securities Act of 1933, as
amended.
On the basis of the foregoing, and in reliance thereon, and subject to
the qualifications set forth below, it is our opinion that those shares of $5.00
par value common stock of the Corporation issued or distributed pursuant to the
S-8 Registration Statement and the Plan and paid for in accordance with the
terms of the Plan are duly authorized, validly issued, fully paid and
non-assessable shares of the Corporation.
This opinion is limited to matters expressly set forth herein, and no
opinion may be implied or inferred beyond the specific language and scope so
stated.
Except as provided in the last paragraph of this letter, this opinion
may not be quoted in whole or in part, relied upon by any other person or
entity, filed with any governmental agency, or otherwise referred to or utilized
for any other purpose without, in each instance, our prior written consent.
We hereby consent to the use of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
/S/ FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-______) pertaining to the Univest Corporation of
Pennsylvania 1993 Long-Term Incentive Plan of our report dated January 21, 1997,
with respect to the consolidated financial statements of Univest Corporation of
Pennsylvania included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
April 11, 1997
<PAGE>
Exhibit 99(b)
UNIVEST CORPORATION OF PENNSYLVANIA
1993 LONG-TERM INCENTIVE PLAN
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SECTION CONTENTS PAGE
1. Purpose; Definitions 1
2. Administration 3
3. Stock Subject to the Plan 5
4. Eligibility 6
5. Stock Options 6
6. Stock Appreciation Rights 12
7. Restricted Stock 14
8. Long-Term Performance Awards 17
9. Change in Control Provisions 19
10. Amendments and Termination 22
11. Unfunded Status of Plan 23
12. General Provisions 23
13. Effective Date of Plan 25
14. Term of Plan 25
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Univest Corporation of Pennsylvania
Univest 1993 Long-Term Incentive Plan
- --------------------------------------------------------------------------------
SECTION 1. Purpose; Definitions
The name of this plan is the Univest 1993 Long-Term Incentive Plan (the
"Plan"). The purpose of the Plan is to enable employees of Univest Corporation
of Pennsylvania (the "Corporation") to (i) own shares of stock in the
Corporation, (ii) participate in the shareholder value which has been created,
(iii) have a mutuality of interest with other shareholders and (iv) enable the
Corporation to attract, retain and motivate key employees of particular merit.
For the purposes of the Plan, the following terms shall be defined as
set forth below:
a. "Board" means the Board of Directors of the Corporation.
b. "Cause" means a felony conviction of a Participant or the
failure of a Participant to contest prosecution for a
felony, or a Participant's willful misconduct or
dishonesty, any of which is directly and materially
harmful to the business or reputation of the Corporation.
c. "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.
d. "Committee" means the Committee referred to in Section
2 of the Plan. If at any time no Committee shall be in
office, then the functions of the Committee specified in
the Plan shall be exercised by the Board.
e. "Corporation" means Univest Corporation of Pennsylvania,
a corporation organized under the laws of the State of
Pennsylvania or any successor organization.
f. "Disability" means permanent and total disability as
determined under the Corporation's long-term disability
program.
g. "Disinterested Person" shall have the meaning set forth in
Rule 16b-3(c)(2)(i) as promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934
(the "Exchange Act"), or any successor definition adopted by
the Securities and Exchange Commission.
h. "Early Retirement" means retirement, with consent of the
Committee at the time of retirement, from active
employment with the Corporation pursuant to the early
retirement provisions of the pension plan of the
Corporation.
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Univest Corporation of Pennsylvania
Univest 1993 Long-Term Incentive Plan
- --------------------------------------------------------------------------------
i. "Fair Market Value" means, as of any given date, the mean of
the highest and lowest quoted selling prices of the Stock on
the New York Stock Exchange (consolidated trading) or, if no
such sale occurs on the New York Stock Exchange on such date,
the fair market value of the Stock as determined by the
Committee in good faith based on the best available facts and
circumstances at the time.
j. "Incentive Stock Option" means any Stock Option intended
to be and designated as an "Incentive Stock Option"
within the meaning of Section 422A of the Code.
k. "Insider" means a Participant who is subject to the
requirements of the Rules (as defined below).
l. "Long-Term Performance Award" or "Long Term Award" means an
award made pursuant to Section 8 below that is payable in cash
and/or Stock (including Restricted Stock) in accordance with
the terms of the grant, based on Corporation, business unit
and/or individual performance over a period of at least two
years.
m. "Non-Qualified Stock Option" means any Stock Option that
is not an Incentive Stock Option.
n. "Normal Retirement" means retirement from active
employment with the Corporation and any Subsidiary or
Affiliate pursuant to the normal retirement provisions
of the pension plan of the Corporation.
o. "Participant" means an employee to whom an Award is
granted pursuant to the Plan.
p. "Plan" means the Univest 1993 Long-Term Incentive Plan,
as hereinafter amended from time to time.
q. "Restrictive Stock" means an award of shares of Stock
that is subject to restrictions pursuant to Section 7
below.
r. "Retirement" means Normal or Early Retirement.
s. "Rules" means Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and the
regulations promulgated thereunder.
-2-
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<PAGE>
Univest Corporation of Pennsylvania
Univest 1993 Long-Term Incentive Plan
- --------------------------------------------------------------------------------
t. "Securities Broker" means the registered securities
broker acceptable to the Corporation who agrees to effect
the cashless exercise of an Option pursuant to Section
5(m) hereof.
u. "Stock" means the Common Stock $5.00 par value per share,
of the Corporation.
v. "Stock Appreciation Right" means the right, pursuant to
an award granted under Section 6 below, to surrender to
the Corporation all (or a portion) of a Stock Option in
exchange for an amount equal to the difference between
(i) the Fair Market Value, as of the date such Stock
Option (or such portion thereof) is surrendered, of the
shares of Stock covered by such Stock Option (or such
portion thereof), and (ii) the aggregate exercise price
of such Stock Option (or such portion thereof).
w. "Stock Option" or "Option" means any option to purchase
shares of Stock (including Restricted Stock, if the
Committee so determines) granted pursuant to Section 5
below.
In addition, the terms "Change-in-Control," "Potential Change-
in-Control" and "Change-in-Control Price" shall have meanings set forth,
respectively, in Sections 9(b), (c) and (d) below.
SECTION 2. Administration
The Plan shall be administered by a Committee of not less than two
Disinterested Persons, who shall be appointed by the Board of Directors of the
Corporation and who shall serve at the pleasure of the Board.
The Committee shall have the authority to grant to eligible employees,
pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation
Rights, (iii) Restricted Stock and/or (iv) Long-Term Performance Awards.
In particular, the Committee shall have the authority:
(i) to select the officers and other employees of the
Corporation to whom Stock Options, Stock Appreciation
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Rights, Restricted Stock and Long-Term Performance Awards
may from time to time be granted hereunder;
(ii) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock and Long-Term Performance Awards, or
any combination thereof, are to be granted hereunder;
(iii) to determine the number of shares to be covered by each award
granted hereunder;
(iv) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted
hereunder: including, but not limited to, the share price
and any restriction or limitation, or any vesting
acceleration or forfeiture waiver regarding any Stock
Option or other award and/or the shares of Stock relating
thereto, based on such factors as the Committee shall
determine, in its sole discretion;
(v) to determine whether and under what circumstances a Stock
Option may be settled in cash or stock, including
Restricted Stock under Section 5(k);
(vi) to determine whether and under what circumstances a Stock
Option may be exercised without a payment of cash under
Section 5(l); and
(vii) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to
an award under this Plan shall be deferred either
automatically or at the election of the participant.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Corporation and
Plan Participants.
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SECTION 3. Stock Subject to the Plan
a. Stock Subject to Plan. The stock to be subject or related
to awards under the Plan shall be shares of the
Corporation's Stock and may be either authorized and
unissued or held in the treasury of the Corporation. The
maximum number of shares of Stock authorized with respect
to the grant of awards under the Plan in each calendar
year during any part of which the Plan is in effect,
subject to adjustment in accordance with paragraph 3(d)
below, shall be up to 78,425 shares of Stock, any or all
of such 39,212 shares of Stock may be granted for awards
of incentive stock options.
Notwithstanding the foregoing, no individual shall receive,
over the term of the Plan, more than aggregate of 30% of the
shares authorized for grant under the Plan.
b. Computation of Stock Available for the Plan. For the
purpose of computing the total number of shares of Stock
available for distribution at any time in each calendar
year during which the Plan is in effect in connection
with the exercise of options awarded under the Plan,
there shall be debited against the total number of shares
of Stock determined to be available pursuant to paragraphs
(a), and (c) of this Section 3, the maximum number
of shares of Stock subject to issuance upon exercise of
options or other stock based awards made under the Plan.
However, in any Plan year, the total number of shares
that may be granted under this Plan shall not exceed the
total, as determined in paragraphs (a) and (c) of this
Section 3, of 78,425 shares.
c. Unused, Forfeited and Reacquired Shares. Any unused
portion of the shares annually available for award shall
be carried forward and shall be made available for Plan
awards in succeeding calendar years. The shares related
to the unexercised or undistributed portion of any
terminated, expired or forfeited award for which no
material benefit was received by a participant (i.e.
dividends) also shall be made available for distribution
in connection with future awards under the Plan to the
extent permitted to receive exemptive relief pursuant to
the Rules. Any shares made available for distribution in
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connection with future awards under this Plan pursuant to this
paragraph (c) shall be in addition to the shares available
pursuant to paragraph (a) of this Section 3. However, the
total of all carry forward shares, regardless of origin, shall
not at any time within any Plan year, exceed 78,425 shares.
(d) Other Adjustment. In the event of any merger,
reorganization, consolidation, recapitalization, Stock
dividend, or other change in corporate structure
affecting the Stock, such substitution or adjustment
shall be made in the aggregate number of shares reserved
for issuance under the Plan, in the number and option
price of shares subject to outstanding Options granted
under the Plan and in the number and price of shares
subject to other Awards made under the Plan, as may be
determined to be appropriate by the Committee in its sole
discretion, provided that the number of shares subject
to any award shall always be a whole number. Such
adjusted option price shall also be used to determine the
amount payable by the Corporation upon the exercise of
any Stock Appreciation Right associated with any Stock
Option.
SECTION 4. Eligibility
Officers and other employees of the Corporation (but excluding members
of the Committee and any person who serves only as a director) of the
Corporation and/or its Subsidiaries and Affiliates are eligible to be granted
awards under the Plan.
SECTION 5. Stock Options
Stock Options may be granted alone, in addition to or in tandem with
other awards granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the Committee may from time to time approve.
Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.
The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights). To the extent that any
Stock Option does not qualify as
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an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.
Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422A of the Code, or,
without the consent of the optionee(s) affected, to disqualify any Incentive
Stock Option under such Section 422A.
Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
appropriate:
a. Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at
the time of grant but shall be not less than 100% of the Fair
Market Value of the Stock at the time of grant. However, any
Incentive Stock Option granted to any optionee who, at the
time the option is granted, owns more than 10% of the voting
power of all classes of stock of the Corporation or of a
Parent or Subsidiary corporation, shall have an exercise price
no less than 110% of Fair Market Value per share on date of
the grant.
b. Option Term. The term of each Stock Option shall be fixed by
the Committee, but no Incentive Stock Option shall be
exercisable more than ten years after the date the Option is
granted and no Non-Qualified Stock Option shall be exercisable
more than ten years and one day after the date the Option is
granted. However, any option granted to any optionee who, at
the time the option is granted owns more than 10% of the
voting power of all classes of Stock of the Corporation or of
a Parent or Subsidiary corporation may not have a term of more
than five years. No option may be exercised by any person
after expiration of the term of the option.
c. Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as
shall be determined by the Committee at or after grant,
provided, however, that, except as provided
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in Section 5(f) and Section 9, unless otherwise determined by
the Committee at or after grant, no Stock Option shall be
exercisable during the six months following the date of the
granting of the Option. If the Committee provides, in its
discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment
exercise provisions at any time at or after grant in whole or
in part, based on such factors as the Committee shall
determine, in its sole discretion.
d. Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Stock Options may be
exercised in whole or in part at any time and from time to
time during the option period, by giving written notice of
exercise to the Corporation specifying the number of shares to
be purchased.
Such notice shall be accompanied by payment in full of the
purchase price, either by certified or bank check, or such
other instrument as the Committee may accept. As determined by
the Committee, in its sole discretion, at or after grant,
payment in full or in part may also be made in the form of
unrestricted Stock already owned by the optionee or, in the
case of the exercise of a Non-Qualified Stock Option or
Restricted Stock subject to an award hereunder (based, in each
case, on the Fair Market Value of the Stock on the date the
option is exercised, as determined by the Committee),
provided, however, that, in the case of an Incentive Stock
Option, the right to make a payment in the form of already
owned shares may be authorized only at the time the option is
granted.
The Committee, in its sole discretion, may at the time of
grant or such later time as it determines, permit payment of
the option exercise price of a Non-Qualified Stock Option to
be made in whole or in part in the form of Restricted Stock.
If such payment is permitted, then such Restricted Stock (and
any replacement shares relating thereto) shall remain (or be)
restricted in accordance with the original terms of the
Restricted Stock award in question, and any additional Stock
received upon the exercise, shall be subject to the same
forfeiture restrictions, unless otherwise determined by the
Committee, in its sole discretion, at or after grant.
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If payment of the Option exercise price of a Non-Qualified
Option is made in whole or in part in the form of unrestricted
stock already owned by the Participant, the Corporation may
require that the stock be owned by the Participant for a
period of six months or longer so that such payment would not
result in a pyramid exercise.
No shares of Stock shall be issued until full payment therefor
has been made. An optionee shall generally have the rights to
dividends or other rights of a shareholder with respect to
shares subject to the Option when the optionee has given
written notice of exercise, has paid in full for such shares,
and, if requested, has given the representation described in
Section 12(a).
(e) Non-transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the
laws of descent and distribution, and all Stock Options shall
be exercisable, during the optionee's lifetime, only by the
optionee.
(f) Termination by Reason of Death. Subject to Section 5(j),
if an optionee's employment by the Corporation and any
Subsidiary or Affiliate terminates by reason of death,
any Stock Option held by such optionee may thereafter be
exercised, to the extent then exercisable or on such
accelerated basis as the Committee may determine at or
after grant, by the legal representative of the estate
or by the legatee of the optionee under the will of the
optionee, for a period of one year (or such shorter
period as the Committee may specify at grant) from the
date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the
shorter.
(g) Termination by Reason of Disability. Subject to Section
5(j), if an optionee's employment by the Corporation and
any Subsidiary or Affiliate terminates by reason of
Disability, any Stock Option held by such optionee may
thereafter be exercised by the optionee, to the extent
it was exercisable at the time of termination, or on such
accelerated basis as the Committee may determine at or
after grant, for a period of two years (or such shorter
period as the Committee may specify at grant) from the
date of such termination of employment or until the
expiration of the stated term of such Stock Option,
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whichever period is the shorter; provided, however, that if
the optionee dies within such two-year period (or such shorter
period as the Committee shall specify at grant), any
unexercised Stock Option held by such optionee shall, at the
sole discretion of the Committee, thereafter be exercisable to
the extent to which it was exercisable at the time of death
for a period of twelve months from the date of such death or
until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of termination
of employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422A of the Code,
such Stock Option will thereafter be treated as a Non-
Qualified Stock Option.
h. Termination by Reason of Retirement. Subject to Section
5(j), if an optionee's employment by the Corporation
terminates by reason of Normal or Early Retirement, any
Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was
exercisable at the time of such Retirement or on such
accelerated basis as the Committee may determine at or
after grant, for a period of two years (or such shorter
period as Committee may specify at grant) from the date
of such termination of employment or the expiration of
the stated term of such Stock Option, whichever period
is the shorter; provided, however, that, if the optionee
dies within such two-year period, any unexercised Stock
Option held by such optionee shall, at the sole
discretion of the Committee, thereafter be exercisable,
to the extent to which it was exercisable at the time
of death, for a period of twelve months from the date of
such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter. In
the event of termination of employment by reason of
Retirement, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply
for purposes of Section 422A of the Code, such Stock
Option will thereafter be treated as a Non-Qualified
Stock Option.
(i) Other Termination. Unless otherwise determined by the
Committee at or after grant, if an optionee's employment by
the Corporation terminates for any reason other than death,
Disability or Normal or Early Retirement, the
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Stock Option shall thereupon terminate, except that such Stock
Option may be exercised for the lesser of three months or the
balance of such Stock Option's term if the optionee is
involuntarily terminated by the Corporation without Cause.
(j) Incentive Stock Option Limitations. To the extent
required for "incentive stock option" status under
Section 422A of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the stock with
respect to which Incentive Stock Options granted after
1986 are exercisable for the first time by the optionee
during any calendar year under the Plan and/or any other
stock option plan of the Corporation (within the meaning
of Section 425 of the Code) after 1986 shall not exceed
$100,000.
To the extent (if any) permitted under Section 422A of the
Code, if (i) a participant's employment with the Corporation
is terminated by reason of death, Disability or Retirement and
(ii) the portion of any Incentive Stock Option that is
otherwise exercisable during the post-termination period
specified under Section 5(f), (g) or (h), applied without
regard to this Section 5(j), is greater than the portion of
such option that is exercisable as an "incentive stock option"
during such post-termination period under Section 422A, such
post-termination period shall automatically be extended (but
not beyond the original option term) to the extent necessary
to permit the optionee to exercise such Incentive Stock
Option. The Committee is also authorized to provide at grant
for a similar extension of the post-termination exercise
period in the event of a Change-in-Control.
k. Cash-out of Option: Settlement of Spread Value in
Restricted Stock. On receipt of written notice to
exercise, the Committee may, in its sole discretion,
elect to cash out all or part of the portion of the
option(s) to be exercised by paying the optionee an
amount, in cash or Stock, equal to the excess of the Fair
Market Value of the Stock over the option price (the
"Spread Value") on the effective date of such cash-out.
In addition, if the option agreement so provides at grant
or is amended after grant and prior to exercise to so
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provide (with the optionee's consent), the Committee may
require that all or part of the shares to be issued with
respect as to the Spread Value of an exercised option take the
form of Restricted Stock, which shall be valued on the date of
exercise on the basis of the Fair Market Value of such
Restricted Stock determined without regard to the forfeiture
restrictions involved.
(l) Cashless Exercise. To the extent permitted under the
applicable laws and regulations under Section 16 of the
Securities Exchange Act of 1934, as amended, and the Rules
promulgated thereunder, and with the consent of the Committee,
the Corporation agrees to cooperate in a "cashless exercise"
of an Option. The cashless exercise shall be effected by the
Participant delivering to the Securities Broker instructions
to sell a sufficient number of shares of Common Stock to cover
the costs and expenses associated therewith.
SECTION 6. Stock Appreciation Rights
(a) Grant and Exercise. Stock Appreciation Rights may be granted
in conjunction with all or part of any Stock Option granted
under the Plan. In the case of a Non-Qualified Stock Option,
such rights may be granted either at or after the time of the
grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of the
grant of such Stock Option.
A Stock Appreciation Right or applicable portion thereof
granted with respect to a given Stock Option shall terminate
and no longer be exercisable upon the termination or exercise
of the related Stock Option, except that, unless otherwise
determined by the Committee, in its sole discretion, at the
time of grant, a Stock Appreciation Right granted with respect
to less than the full number of shares covered by a related
Stock Option shall not be reduced until the number of shares
covered by an exercise or termination of the related Stock
Option exceeds the number of shares not covered by the Stock
Appreciation Right.
A Stock Appreciation Right may be exercised by an optionee, in
accordance with Section 6(b), by surrendering the applicable
portion of the related Stock
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Option. Upon such exercise and surrender, the optionee shall
be entitled to receive an amount determined in the manner
prescribed in Section 6(b). Stock Options which have been so
surrendered, in whole or in part, shall no longer be
exercisable to the extent the related Stock Appreciation
Rights have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with
the provisions of the Plan, as shall be determined from time
to time by the Committee, including the following:
(i) Stock Appreciation Rights shall be exercisable only
at such time or times and to the extent that the
Stock Options to which they relate, if any, shall
be exercisable in accordance with the provisions of
Section 5 and this Section 6 of the Plan; provided,
however, that any Stock Appreciation Right granted
subsequent to the grant of the related Stock Option
shall not be exercisable during the first six months
of its term, except that this special limitation
shall not apply in the event of death or Disability
of the optionee prior to the expiration of the six-
month period.
(ii) Upon the exercise of a Stock Appreciation Right, an
optionee shall be entitled to receive up to, but
not more than, an amount in cash and/or shares of
Stock equal in value to the excess of the Fair
Market Value of one share of Stock over the option
price per share specified in the related Stock
Option, multiplied by the number of shares in
respect of which the Stock Appreciation Right shall
have been exercised, with the Committee having the
right to determine the form of payment.
(iii) Upon the exercise of a Stock Appreciation Right,
the Stock Option or part thereof to which such Stock
Appreciation Right is related shall be deemed to
have been exercised for the purpose of the
limitation set forth in Section 3 of the Plan on
the number of shares of Stock to be issued under
the Plan, but only to the extent of the number of
shares issued under the Stock Appreciation Right at
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the time of exercise based on the value of the Stock
Appreciation Right at such time.
(iv) A Stock Appreciation Right granted in connection with
an Incentive Stock Option may be exercised only if
and when the market price of the Stock subject to the
Incentive Stock Option exceeds the exercise price of
such Stock Option.
(v) In its sole discretion, the Committee may provide, at
the time of grant of a Stock Appreciation Right under
this Section 6, that such Stock Appreciation Right
can be exercised only in the event of a
Change-in-Control and/or a Potential Change-in-
Control, subject to such terms and conditions as the
Committee may specify at grant.
(vi) The Committee, in its sole discretion, may also
provide that, in the event of a Change-in-Control
and/or a Potential Change-in-Control, the amount to
be paid upon the exercise of a Stock Appreciation
Right shall be based on the Change-in-Control Price,
subject to such terms and conditions as the Committee
may specify at grant.
SECTION 7. Restricted Stock
(a) Administration. Shares of Restricted Stock may be issued
either alone or in addition to other awards granted under the
Plan. The Committee shall determine the officers and key
employees of the Corporation and its Subsidiaries and
Affiliates to whom, and the time or times at which, grants of
Restricted Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient of
Restricted Stock (subject to Section 7(b)), the time or times
within which such awards may be subject to forfeiture, and all
other conditions of the awards.
The Committee may condition the grant of Restricted Stock upon
the attainment of specified performance goals or such other
factors as the Committee may determine, in its sole
discretion.
The provisions of Restricted Stock awards need not be the same
with respect to each recipient.
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(b) Awards and Certificates. The prospective recipient of a
Restricted Stock award shall not have any rights with respect
to such award, unless and until such recipient has executed an
agreement evidencing the award and has delivered a fully
executed copy thereof to the Corporation, and has otherwise
complied with the applicable terms and conditions of such
award.
(i) The purchase price for shares of Restricted Stock
shall be equal to or less than their par value and
may be zero.
(ii) Awards of Restricted Stock must be accepted within a
period of 60 days (or such shorter period as the
Committee may specify at grant) after the award date,
by executing a Restricted Stock Award Agreement and
paying whatever price (if any) is required under
Section 7(b)(i).
(iii) Each participant receiving a Restricted Stock award
shall be issued a stock certificate in respect of
such shares of Restricted Stock. Such certificate
shall be registered in the name of such participant,
and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to
such award, substantially in the following form:
"The transferability of this certificate and
the shares of stock represented hereby are
subject to the terms and conditions
(including forfeiture) of the Univest 1993
Long-Term Incentive Plan and an Agreement
entered into between the registered owner
and Univest Corporation of Pennsylvania.
Copies of such Plan and Agreement are on
file in the offices of Univest Corporation
of Pennsylvania (address), Attention: Human
Resources Executive Compensation".
(iv) The Committee shall require that the stock
certificates evidencing such shares be held in
custody by the Corporation until the restrictions
thereon shall have lapsed, and that, as a condition
of any Restricted Stock award, the participant shall
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have delivered a stock power, endorsed in blank,
relating to the Stock covered by such award.
(c) Restrictions and Conditions. The shares of Restricted Stock
awarded pursuant to this Section 7 shall be subject to the
following restrictions and conditions.
(i) Subject to the provisions of this Plan and the award
agreement, during a period set by the Committee
commencing with the date of such award (the
"Restriction Period"), the participant shall not be
permitted to sell, transfer, pledge, assign or
otherwise encumber shares of Restricted Stock
awarded under the Plan. Within these limits, the
Committee, in its sole discretion, may provide for
the lapse of such restrictions in installments and
may accelerate or waive such restrictions in whole
or in part, based on service, performance and/or
such other factors or criteria as the Committee may
determine, in its sole discretion.
(ii) Except as provided in this paragraph (ii) and
Section 7(c)(i), the participant shall have, with
respect to the shares of Restricted Stock, all of
the rights of a shareholder of the Corporation,
including the right to vote the shares, and the
right to receive any cash dividends. The Committee,
in its sole discretion, as determined at the time
of award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so
determines, reinvested in additional Restricted
Stock to the extent shares are available under
Section 3.
(iii) Subject to the applicable provisions of the award
agreement and this Section 7, upon termination of a
participant's employment with the Corporation for any
reason during the Restriction Period, all shares
still subject to restriction shall be forfeited by
the participant.
(iv) In the event of hardship or other special
circumstances of a participant whose employment with
the Corporation is involuntarily terminated (other
than for Cause), the Committee may, in its sole
discretion, waive in whole or in part any or all
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remaining restrictions with respect to such
participant's shares of Restricted Stock, based on
such factors as the Committee may deem appropriate.
(v) If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock subject to
such Restriction Period, the certificates for such
shares shall be delivered to the participant
promptly.
SECTION 8. Long Term Performance Awards
(a) Awards and Administration. Long Term Performance Awards may be
awarded either alone or in addition to other awards granted
under the Plan. The Committee shall determine the nature,
length and starting date of the performance period (the
"Performance Period") for each Long Term Performance Award,
which shall be at least two years (subject to Section 9
below), and shall determine the performance objectives to be
used in valuing Long Term Performance Awards and determining
the extent to which such Long Term Performance Awards have
been earned. Performance objectives may vary from participant
to participant and between groups of participants and shall be
based upon such Corporation, business unit and/or individual
performance factors and criteria as the Committee may deem
appropriate, including, but not limited to, earnings per share
or return on equity. Performance Periods may overlap and
participants may participate simultaneously with respect to
Long Term Performance Awards that are subject to different
Performance Periods and/or different performance factors and
criteria.
At the beginning of each Performance Period, the Committee
shall determine for each Long Term Performance Award subject
to such Performance period the range of dollar values or
number of shares of Stock to be awarded to the participant at
the end of the performance Period if and to the extent that
the relevant measure(s) of performance for such Long Term
Performance Award is (are) met. Such dollar values or number
of shares of Stock may be fixed or may vary in accordance with
such performance and/or other criteria as may be specified by
the Committee, in its sole discretion.
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Univest Corporation of Pennsylvania
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(b) Adjustments of Awards. In the event of special or unusual
events or circumstances affecting the application of one or
more performance objectives to a Long Term Performance Award,
the Committee may revise the performance objectives and/or
underlying factors and criteria applicable to the Long Term
Performance Awards affected, to the extent deemed appropriate
by the Committee, in its sole discretion, to avoid unintended
windfalls or hardship.
(c) Termination of Employment. Subject to Section 9 below and
unless otherwise provided in the applicable award
agreement(s), if a participant terminates employment with the
Corporation during a Performance Period because of death,
Disability or Retirement, such participant shall be entitled
to a payment with respect to each outstanding Long Term
Performance Award at the end of the applicable Performance
Period:
(i) based, to the extent relevant under the terms of the
award, upon the participant's performance for the
portion of such Performance Period ending on the date
of termination and the performance of the applicable
business unit(s) for the entire Performance Period,
and
(ii) prorated, where deemed appropriate by the Committee,
for the portion of the Performance Period during
which the participant was employed by the
Corporation, all as determined by the Committee, in
its sole discretion.
However, the Committee may provide for an earlier payment in
settlement of such award in such amount and under such terms
and conditions as the Committee deems appropriate.
Subject to Section 9 below, if a participant terminates
employment with the Corporation during a Performance Period
for any other reason, then such participant shall not be
entitled to any payment with respect to the Long Term
Performance Awards subject to such Performance Period, unless
the Committee shall otherwise determine, in its sole
discretion.
(d) Form of Payment. The earned portion of a Long Term
Performance Award may be paid currently or on a deferred
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Univest Corporation of Pennsylvania
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basis with such interest or earnings equivalent as may be
determined by the Committee, in its sole discretion. Payment
shall be made in the form of cash or whole shares of Stock,
including Restricted Stock, either in a lump sum payment or in
annual installments commencing as soon as practicable after
the end of the relevant Performance Period, all as the
Committee shall determine at or after grant. If and to the
extent a Long Term Performance Award is payable in Stock and
the full amount of such value is not paid in Stock, then the
shares of Stock representing the portion of the value of the
Long Term Performance Award not paid in Stock shall again
become available for award under the Plan.
SECTION 9. Change in Control Provisions
(a) Impact of Event. In the event of:
(1) a "Change in Control" as defined in Section 9(b),
unless otherwise determined by the Committee or the
Board at or after grant, but prior to the occurrence
of such Change in Control, or
(2) a "Potential Change in Control" as defined in Section
9(c), but only if and to the extent so determined by
the Committee or the Board at or after grant (subject
to any right of approval expressly reserved by the
Committee or the Board at the time of such
determination),
the following acceleration and valuation provisions shall
apply:
(i) Any Stock Appreciation Rights outstanding
for at least six months and any Stock
Options awarded under the Plan not
previously exercisable and vested which have
been held for at least six months from the
date of grant, shall become fully vested and
exercisable.
(ii) The restrictions applicable to any
Restricted Stock awards under the Plan shall
lapse and such shares and awards shall be
deemed fully vested.
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Univest Corporation of Pennsylvania
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(iii) The value of all outstanding Stock Options,
Stock Appreciation Rights and Restricted Stock
awards shall, unless otherwise determined by
the Committee at or after grant, be cashed out
on the basis of the "Change in Control Price"
as defined in Section 9(d) as of the date such
Change in Control or such Potential Change in
Control is determined to have occurred or such
other date as the Committee may determine prior
to the Change in Control.
(iv) Any outstanding Long Term Performance Awards
shall be vested and paid out based on the
prorated target results for the Performance
Periods in question, unless the Committee
provides at or after grant and prior to the
Change in Control event, for a different
payment.
(b) Definition of "Change in Control". For purposes of
Section 9(a), a "Change in Control" means the happening
of any of the following:
(i) When any "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act, (other than
the Corporation or a Subsidiary or any Corporation
employee benefit plan (including any trustee of such
plan acting as trustee) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly of
securities of the Corporation representing 20
percent or more of the combined voting power of the
Corporation's then outstanding securities without
the consent of a majority of the Board;
(ii) The occurrence of any transactions or event relating
to the Corporation required to be described pursuant
to the requirements of Item 5(f) of Schedule 13A of
the Exchange Act;
(iii) When, during any period of two consecutive years
during the existence of the Plan, the individuals
who, at the beginning of such period, constitute the
Board of Directors of the Corporation cease for any
reason other than death to constitute at least a
two-thirds majority thereof, provided, however,
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Univest Corporation of Pennsylvania
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that a director who was not a director at the
beginning of such period shall be deemed to have
satisfied the two-year requirement if such director
was elected by, or on the recommendation of, at least
two-thirds of the directors who were directors at the
beginning of such period (either actually or by prior
operation of this Section 9(b)(iii); or
(iv) The occurrence of a transaction requiring stockholder
approval for the acquisition of the Corporation by an
entity other than the Corporation through purchase of
assets, or by merger, or otherwise.
(c) Definition of Potential Change in Control. For purposes of
Section 9(a), a "Potential Change in Control" means the
happening of any one of the following:
(i) The entering into an agreement by the Corporation,
the consummation of which would result in a Change
in Control of the Corporation as defined in Section
9(b); or
(ii) The acquisition of beneficial ownership, directly
or indirectly, by any entity, person or group other
than the Corporation or any Corporation employee
benefit plan (including any trustee of such plan
acting as such trustee) of securities of the
Corporation representing five percent or more of
the combined voting power of the Corporation's
outstanding securities and the adoption by the Board
of Directors of a resolution to the effect that a
Potential Change in Control of the Corporation has
occurred for the purposes of this Plan.
(d) Change in Control Price. For purposes of this Section 9,
"Change in Control Price" means, as of any given date, the
highest sales price per share paid in any transaction reported
by the New York Stock Exchange (consolidated trading), or paid
or offered in any bona fide transaction related to a potential
or actual change in control of the Corporation at any time
during the preceding sixty day period as determined by the
Committee except that, in the case of Incentive Stock Options
and Stock Appreciation Rights relating to Incentive Stock
Options, such price shall be based only on transactions
reported for the date
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Univest Corporation of Pennsylvania
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on which the Committee decides to cash out such options
or SARs.
(e) Compliance with Section 280G. No payment shall be made
under this Section 9 which, when aggregated with other
payments made to the employee, would, as determined by
such person(s) as the Committee shall irrevocably
designate at or prior to a Change in Control or Potential
Change in Control, result in an excess parachute payment
for which the Corporation would not receive a Federal
income tax deduction by reason of Section 280G of the
Code.
SECTION 10. Amendments and Termination
The Board may amend, alter, or discontinue the Plan at any time and
from time to time, but no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or participant with respect to
a Stock Option, Stock Appreciation Right, Restricted Stock or Long Term
Performance Award which has been granted under the Plan, without the optionee's
or participant's consent, or which, without the approval of the Corporation's
stockholders, would:
(a) except as expressly provided in this Plan, increase the
total number of shares reserved for the purpose of the
Plan;
(b) decrease the option price of (i) any Stock Option to less than
100% of the Fair Market Value on the date of grant, or (ii)
change the pricing terms of Section 9(a); or
(c) change the employees or class of employees eligible to
participate in the Plan, or
(d) extend the maximum option period under Section 5(b) of
the Plan
The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options, including previously granted Stock Options
having higher option prices.
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Univest Corporation of Pennsylvania
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Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable tax laws and
accounting rules, as well as other developments.
SECTION 11. Unfunded Status of Plan
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments in lieu of or with respect
to awards hereunder, provided, however, that, unless the Committee otherwise
determines with the consent of the affected participant, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.
SECTION 12. General Provisions
(a) The Committee may require each person purchasing shares
pursuant to a Stock Option under the Plan to represent to and
agree with the Corporation in writing that the optionee or
participant is acquiring the shares without a view to
distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
All certificates for shares of Stock or other securities
delivered under the Plan shall be subject to such stock-
transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations, and other
requirements of the Exchange Act, any stock exchange upon
which the Stock is then listed, and any applicable Federal or
state securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate
reference to such restrictions.
(b) Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval
is required; and such
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arrangements may be either generally applicable or
applicable only in specific cases.
(c) The adoption of the Plan shall not confer upon any employee of
the Corporation any right to continued employment with the
Corporation, as the case may be, nor shall it interfere in any
way with the right of the Corporation to terminate the
employment of any of its employees at any time.
(d) No later than the date as of which an amount first
becomes includible in the gross income of the participant
for Federal income tax purposes with respect to any award
under the Plan, the participant shall pay to the
Corporation, or make arrangements satisfactory to the
Committee regarding the payment of, any Federal, state,
or local taxes of any kind required by law to be withheld
with respect to such amount. Unless otherwise determined
by the Committee, the minimum required withholding
obligations may be settled with Stock, including Stock
that is part of the award that gives rise to the
withholding requirement. The obligations of the
Corporation under the Plan shall be conditional on such
payment or arrangements and the Corporation shall, to the
extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to
the participant.
(e) At the time of grant, the Committee may provide in
connection with any grant made under this Plan that the
shares of Stock received as a result of such grant shall
be subject to a right of first refusal, pursuant to which
the participant shall be required to offer to the
Corporation any shares that the participant wishes to
sell, with the price being the then Fair Market Value of
the Stock, subject to such other terms and conditions as
the Committee specify at the time of grant.
(f) The reinvestment of dividends in additional Restricted Stock
(or in other types of Plan awards) at the time of any dividend
payment shall only be permissible if sufficient shares of
Stock are available under Section 3 for such reinvestment
(taking into account then outstanding Stock Options and other
Plan awards).
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(g) The Committee shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to
whom any amounts payable in the event of the participant's
death are to be paid.
(h) The Plan and all awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania.
SECTION 13. Effective Date of Plan
The Plan shall be effective on the date it is approved by a vote of the
holders of a majority of the total outstanding Stock.
SECTION 14. Term of Plan
No Stock Option, Stock Appreciation Right, Restricted Stock or Long
Term Performance Award shall be granted pursuant to the Plan on or after the
tenth anniversary of the date of stockholder approval, but awards granted prior
to such tenth anniversary may extend beyond that date.
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AMENDMENT NUMBER ONE TO UNIVEST CORPORATION
OF PENNSYLVANIA 1993 LONG-TERM INCENTIVE PLAN
The Univest Corporation of Pennsylvania 1993 Long-Term Incentive Plan
shall be amended as follows, effective upon approval of the shareholders of
Univest Corporation of Pennsylvania:
1. Section 3(a) is hereby amended by deleting 78,425 and inserting
250,000, and deleting 39,212 and inserting 125,000.
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