<PAGE>
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MAY 30, 1997
Registration No.
------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Access Anytime Bancorp, Inc.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
85-0444597
--------------------------------------------------------------
(I.R.S. Employer Identification Number)
801 Pile Street, Clovis, NM 88101
--------------------------------------------------------------
(Address of registrant's Principal Executive Offices)
ACCESS ANYTIME BANCORP, INC. 1997 STOCK OPTION AND INCENTIVE PLAN
N. R. Corzine
Chairman and Chief Executive Officer
801 Pile Street
Clovis, NM 88101
--------------------------------------------------------------
(Name and address of agent for service)
(505) 762-4417
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
C.L. Moore
KELEHER & McLEOD, P.A.
414 Silver Avenue, S.W.
Albuquerque, New Mexico 87103
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered unit(1) offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 180,000 shares $5.625 $1,012,500 $306.82
$.01 par value
- -------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee, based
on the average of the bid and asked prices of the Company's Common Stock as quoted on the NASDAQ
Small Cap Market on May 23, 1997.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities and
Exchange Commission by the Company (File No. 0-28894) are incorporated by
reference in the Registration Statement:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997 (the "March 10-QSB").
3. The Company's Current Reports on Form 8-K dated February 18, 1997,
March 31, 1997 and May 30, 1997.
4. The description of the Company's Common Stock contained in
a registration statement filed under the Securities Exchange Act of
1934, as amended, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the
filing date of the March 10-QSB and prior to the filing of a post-effective
amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law ("DGCL") contains provisions that
allow indemnification of the directors, officers and employees of the Company
and any of its direct or indirect subsidiaries. To be entitled to
indemnification, it must be determined that, in general terms, the person
acted in good faith and in a manner believed to be in, or not opposed to, the
best interests of Company and, with respect to a criminal action, had no
reasonable cause to believe his or her conduct was unlawful. Further, the
DGCL provides that to the extent a
<PAGE>
director, officer or employee is successful on the merits or otherwise in
defense of an action, the Company shall indemnify such person against
expenses actually and reasonably incurred. Under the Federal Deposit
Insurance Act, as amended, both the Bank and the Company would be
prohibited from paying any indemnification with respect to any liability or
legal expense incurred by a director, officer or employee as result of an
action or proceeding by a federal banking agency resulting in a civil money
penalty or certain other remedies against such person.
Section 102(b)(7) of the DGCL enables corporations to adopt amendments
to their certificates of incorporation eliminating or limiting the liability
of directors to the corporation or its stockholders for monetary damages for
breach of fiduciary duties as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for payment of a
dividend or approval of a stock repurchase in violation of Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. Section 102(b)(7) has no effect on the availability of
equitable remedies, such as an injunction or rescission, for breach of
fiduciary duties. At its meeting on March 28, 1997, the Company's Board of
Directors adopted a resolution proposing an amendment, subject to
stockholders' approval, of the Company's Certificate of Incorporation to add
a new Article Thirteenth thereto which would eliminate directors' liability
to the full extent permitted by Section 102(b)(7). The amendment, which was
approved by the stockholders on May 30, 1997, reads as follows:
"THIRTEENTH: A director shall not be personally liable for
monetary damages to the Corporation or its stockholders for
breach of fiduciary duty as a director except (a) for any
breach of the director's duty of loyalty to the Corporation
or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (c) under section 174 of the General
Corporation Law of the State of Delaware or any successor
provision, or (d) for any transaction from which the
director derived an improper personal benefit."
Section 16 of Article III of the Company's Bylaws contains the
following provisions with respect to indemnification of directors and
officers:
SECTION 16. INDEMNIFICATION. Each person who shall
have served as a director or an officer of the Corporation,
or, at the request of the Corporation, as a director or an
officer of any other corporation, partnership or joint
venture, whether profit or nonprofit, in which the
Corporation (a) owns shares of capital stock, (b) has an
ownership interest, (c) is a member, or (d) is a creditor,
and regardless of whether or not such person is then in
office, and the heirs, executors, administrators and
personal representatives of any such person shall be
indemnified by the
<PAGE>
Corporation to the full extent of the authority of the
Corporation to so indemnify as authorized by the law of
Delaware.
The Board of Directors has approved certain agreements with the
Company's directors and officers relating to indemnification of directors and
officers. Such agreements have been entered into with each director and
officer. The agreements provide for indemnification of directors and officers
to the fullest extent permitted by law, including advancement of litigation
expenses where appropriate.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of the
directors and officers out of their performance in such capacities or arising
on the part of the Company out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
<PAGE>
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Company
(incorporated by reference from the Company's
Registration Statement on Form 8-A, filed October
11, 1996, SEC File No. 001-12309).
4.2 Bylaws of the Company (as amended through March
28, 1997).
4.3 Common Stock Specimen Certificate (incorporated
by reference from the Company's Registration
Statement on Form 8-A, filed October 11, 1996,
SEC File No. 001-12309).
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of attorney (See Signatures page in Part
II).
99.1 Access Anytime Bancorp, Inc. 1997 Stock Option
and Incentive Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in 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;
(2) to file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
<PAGE>
(iii) Include any additional or changed material information
on the plan of distribution.
(3) that, for determining liability under the Securities Act, to
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
(4) to file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer 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 small business issuer in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the small business issuer
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clovis, State of New Mexico, on May 30, 1997.
ACCESS ANYTIME BANCORP, INC.
By /s/ Norman R. Corzine
-----------------------------------------
Norman R. Corzine, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Norman R. Corzine, Ken Huey, Jr., and each of them,
as attorneys-in fact, to sign in his name and behalf, individually and in
each capacity designated below, and to file any amendments, including
post-effective amendments, to this registration statement.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Norman R. Corzine Principal Executive Officer and Director May 30, 1997
- -------------------------
Norman R. Corzine
/s/ Ken Huey, Jr. Principal Financial Officer, Principal May 30, 1997
- ------------------------- Accounting Officer and Director
Ken Huey, Jr.
/s/ James A. Clark Director May 30, 1997
- -------------------------
James A. Clark
/s/ Carl Deaton Director May 30, 1997
- -------------------------
Carl Deaton
/s/ Charles Guthals Director May 30, 1997
- -------------------------
Charles Guthals
Director
- -------------------------
Cornelius Higgins
/s/ Robert Chad Lydick Director May 30, 1997
- -------------------------
Robert Chad Lydick
/s/ Thomas W. Martin, III Director May 30, 1997
- -------------------------
Thomas W. Martin, III
/s/ Allan M. Moorhead Director May 30, 1997
- -------------------------
Allan M. Moorhead
Director
- -------------------------
David Ottensmeyer
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Company (incorporated by
reference from the Company's Registration Statement on Form
8-A, filed October 11, 1996, SEC File No. 001-12309).
4.2 Bylaws of the Company (as amended through March 28, 1997).
4.3 Common Stock Specimen Certificate (incorporated by reference
from the Company's Registration Statement on Form 8-A, filed
October 11, 1996, SEC File No. 001-12309).
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of attorney (See Signatures page in Part II).
99.1 Access Anytime Bancorp, Inc. 1997 Stock Option and Incentive
Plan.
<PAGE>
EXHIBIT 4.2
AS APPROVED BY
THE BOARD OF DIRECTORS
WITH REVISIONS
THROUGH 3/28/97
BYLAWS
ACCESS ANYTIME BANCORP, INC.
ARTICLE I - HOME OFFICE
The home office of Access Anytime Bancorp, Inc. (the "Corporation"), a
Delaware corporation, shall be located at 801 Pile Street, in the City of
Clovis, in Curry County, in the State of New Mexico.
ARTICLE II - SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the home office of the Corporation or at such
other place either within or outside the State of New Mexico as the Board of
Directors may determine.
SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and for the transaction of any
other business of the Corporation shall be held on such date and at such time
as may be fixed from time to time by the Board of Directors of the
Corporation pursuant to a resolution adopted by a majority of the members of
the Board then in office.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders for
any purposes or purposes may be called at any time by the chairman of the
board, the president, or a majority of the Board of Directors, and shall be
called by the chairman of the board, the president, or the secretary upon the
written request of the holders of not less than one-fifth of all of the
outstanding capital stock of the Corporation entitled to vote at the meeting.
Such written request shall state the purpose or purposes of the meeting and
shall be delivered to the home office of the Corporation addressed to the
chairman of the board, the president, or the secretary.
SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with rules and procedure adopted by the Board of
Directors. The Board of Directors shall designate, when present, either the
chairman of the board or president to preside at such meetings.
SECTION 5. NOTICE OF MEETINGS. Written notice stating the place, day,
and hour of the meeting and the purpose(s) for which the meeting is called
shall be delivered not fewer than 10
<PAGE>
nor more than 50 days before the date of the meeting, either personally or by
mail, by or at the direction of the chairman of the board, the president, or
the secretary, or the directors calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the mail, addressed to the
shareholder at the address as it appears on the stock transfer books or
records of the Corporation as of the record date prescribed in Section 6 of
this Article II with postage prepaid. When any shareholders' meeting, either
annual or special, is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. It shall not
be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment
is taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors shall fix in advance a date as the
record date for any such determination of shareholders. Such date in any
case shall be not more than 60 days and, in case of a meeting of
shareholders, not fewer than 10 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment.
SECTION 7. VOTING LISTS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
SECTION 8. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to constitute less than
a quorum.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Proxies
2
<PAGE>
solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority
of the Board of Directors. No proxy shall be valid more than eleven months
from the date of its execution except for a proxy coupled with any interest.
SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. If
shares or other securities having voting power stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two
or more persons have the same fiduciary relationship respecting the same
shares, unless the secretary of the Corporation is given written notice to
the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:
(1) If only one votes, his or her act binds all;
(2) If more than one vote, the act of the majority so voting binds all;
(3) If more than one vote, but the vote is evenly split on any particular
matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if
any, may apply to the Delaware Court of Chancery or such other court
as may have jurisdiction to appoint any additional person to act with
the persons so voting the shares, which shall then be voted as
determined by a majority of such persons and the person appointed by
the Court. If the instrument so filed shows that any such tenancy is
held in unequal interests, a majority or even split for the purpose of
this provision shall be a majority or even split in interest.
SECTION 11. VOTING OF SHARES OF CERTAIN HOLDERS. Shares standing in
the name of another corporation may be voted by an officer, agent, or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian, or conservator may be
voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name. Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a receiver may
be voted by such receiver without the transfer into his or her name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Neither treasury shares of its own stock held by the Corporation nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such
3
<PAGE>
other corporation are held by the Corporation, shall be voted at any meeting
or counted in determining the total number of outstanding shares at any given
time for purposes of any meeting.
SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons other than
nominees for office as inspectors of election to act at such meeting or any
adjournment. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election
are not so appointed, the chairman of the board or the president may, or on
the request of not fewer than 10 percent of the votes represented at the
meeting shall, make such appointment at the meeting. If appointed at the
meeting, the majority of the votes present shall determine whether one or
three inspectors are to be appointed. In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may be
filled by appointment by the Board of Directors in advance of the meeting or
at the meeting by the chairman of the board or the president.
Unless otherwise prescribed by applicable law or by regulations of the
Board, the duties of such inspectors shall include: determining the number
of shares and the voting power of each share, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity and effect
of proxies; receiving votes, ballots, or consents; hearing and determining
all challenges and questions in any way arising in connection with the rights
to vote; counting and tabulating all votes or consents; determining the
result; and such acts as may be proper to conduct the election or vote with
fairness to all shareholders.
SECTION 13. NOMINATING COMMITTEE. The Board of Directors shall act as
a nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the
death or other incapacity of a management nominee, the nominating committee
shall deliver written nominations to the secretary at least 20 days prior to
the date of the annual meeting. Upon delivery, such nominations shall be
posted in a conspicuous place in each office of the Corporation. No
nominations for directors except those made by the nominating committee shall
be voted upon at the annual meeting unless other nominations by shareholders
are made in writing and delivered to the secretary of the Corporation at
least five days prior to the date of the annual meeting. Upon delivery, such
nominations shall be posted in a conspicuous place in each office of the
Corporation. Ballots bearing the names of all persons nominated by the
nominating committee and by shareholders shall be provided for use at the
annual meeting. However, if the nominating committee shall fail or refuse to
act at least 20 days prior to the annual meeting, nominations for directors
may be made at the annual meeting by any shareholder entitled to vote and
shall be voted upon.
SECTION 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of shareholders, may be taken without a meeting if consent
in writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III - BOARD OF DIRECTORS
4
<PAGE>
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be under the direction of its Board of Directors. The Board of
Directors shall annually elect a chairman of the board and a president from
among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.
SECTION 2. NUMBER AND TERM. The initial Board of Directors shall
consist of eight (8) members, which number may be increased or decreased by
the Board of Directors within the range permitted by the Corporation's
Certificate of Incorporation, but no decrease shall shorten an incumbent
director's term of office. The directors, other than those who may be
elected by the holders of any class or series of Preferred Stock, shall be
divided into three classes, as nearly equal in number as reasonably possible,
with the term of office of the first class to expire at the conclusion of the
first annual meeting of stockholders, the term of office of the second class
to expire at the conclusion of the annual meeting of stockholders one year
thereafter and the term of office of the third class to expire at the
conclusion of the annual meeting of stockholders two years thereafter, with
each director to hold office until his or her successor shall have been duly
elected and qualified. At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after their election,
with each director to hold office until his or her successor shall have been
duly elected and qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. QUALIFICATION. Directors need not be the beneficial owners
of shares of capital stock of the Corporation.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the board,
the president, or one-third of the directors. The persons authorized to call
special meetings of the Board of Directors may fix any place as the place for
holding any special meeting of the Board of Directors called by such persons.
Members of the Board of Directors may participate in special meetings by
means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such
participation shall constitute presence in person.
SECTION 6. NOTICE OF SPECIAL MEETING. Written notice of at least 24
hours regarding any special meeting of the Board of Directors or of any
committee designated thereby shall be given to each director in accordance
with the Bylaws, although such notice may be waived by the director. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened. Neither the
5
<PAGE>
business to be transacted at, nor the purpose of, any meeting need be
specified in the notice of waiver of notice of such meeting.
SECTION 7. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall
be given in the same manner as prescribed in Section 6 of this Article III.
SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors, unless a greater number is prescribed by these Bylaws.
SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
SECTION 10. RESIGNATION. Any director may resign at any time by
sending a written notice of such resignation to the home office of the
Corporation addressed to the chairman of the board or the president. Unless
otherwise specified, such resignation shall take effect upon receipt by the
chairman of the board or the president.
SECTION 11. VACANCIES. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be
filled only by a majority vote of the directors then in office, though less
than a quorum, and directors so chosen shall hold office for a term expiring
at the annual meeting of stockholders at which the term of office of the
class to which they have been elected expires, and until such directors'
successor shall have been duly elected and qualified.
SECTION 12. COMPENSATION. Directors, as such, may receive a stated
salary for their services. By resolution of the Board of Directors, a
reasonable fixed sum, and reasonable expenses of attendance, if any, may be
allowed for actual attendance at each regular or special meeting of the Board
of Directors. Members of either standing or special committees may be allowed
such compensation for actual attendance at committee meetings as the Board of
Directors may determine.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention shall be entered in the minutes
of the meeting or unless he or she shall file a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Corporation within five days after
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the date a copy of the minutes of the meeting is received. Such right to
dissent shall not apply to a director who voted in favor of such action.
SECTION 14. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote
of the holders of a majority of the shares then entitled to vote at an
election of directors. If less than the entire Board is to be removed, no
one of the directors may be removed if the votes cast against the removal
would be sufficient to elect a director if then cumulatively voted at an
election of the class of directors of which such director is a part.
Whenever the holders of the shares of any class are entitled to elect one or
more directors by the provisions of the Certificate of Incorporation or a
Preferred Stock Designation, the provisions of this section shall apply, in
respect to the removal of a director or directors so elected, to the vote of
the holders of the outstanding shares of that class and not to the vote of
the outstanding shares as a whole.
SECTION 15. AGE LIMITATION OF DIRECTORS. No person of an age 70 years
or older will be eligible for election, reelection, appointment, or
reappointment to the Board of Directors of the Corporation. No director
shall serve as such beyond the annual meeting of the Corporation immediately
following the attainment of age 70. The Board of Directors may grant an
exception to this requirement for any initial director of the Corporation who
has not attained the age of 75.
SECTION 16. INDEMNIFICATION. Each person who shall have served as a
director or an officer of the Corporation, or, at the request of the
Corporation, as a director or an officer of any other corporation,
partnership or joint venture, whether profit or nonprofit, in which the
Corporation (a) owns shares of capital stock, (b) has an ownership interest,
(c) is a member, or (d) is a creditor, and regardless of whether or not such
person is then in office, and the heirs, executors, administrators and
personal representatives of any such person shall be indemnified by the
Corporation to the full extent of the authority of the Corporation to so
indemnify as authorized by the law of Delaware.
ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. APPOINTMENT. The Board of Directors, by resolution adopted
by a majority of the full board, may designate three or more of the
directors, which shall include the chief executive officer if he is a
director, to constitute an executive committee. The designation of any
committee pursuant to this Article IV and the delegation of authority shall
not operate to relieve the Board of Directors, or any director, of any
responsibility imposed by law or regulation.
SECTION 2. AUTHORITY. The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority
of the Board of Directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the executive committee; and
except also that the executive committee shall not have the authority of the
Board of Directors with reference to: the declaration of dividends; the
amendment of the charter or bylaws of the Corporation, or recommending to the
stockholders a plan of merger, consolidation, or conversion; the sale, lease,
or other disposition of all or substantially all of the property and assets
of the Corporation otherwise than in the usual and regular course of its
business; a
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voluntary dissolution of the Corporation; a revocation of any of the
foregoing; or the approval of a transaction in which any member of the
executive committee, directly or indirectly, has any material beneficial
interest.
SECTION 3. TENURE. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until
the next regular annual meeting of the Board of Directors following his or
her designation and until a successor is designated as a member of the
executive committee.
SECTION 4. MEETING. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may
fix from time to time by resolution. Special meetings of the executive
committee may be called by any member thereof upon not less than one day's
notice stating the place, date, and hour of the meeting, which notice may be
written or oral. Any member of the executive committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof
who attends in person. The notice of a meeting of the executive committee
need not state the business proposed to be transacted at the meeting.
SECTION 5. QUORUM. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be authorized by
the affirmative vote of a majority of the members present at a meeting at
which a quorum is present.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.
SECTION 7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the president or secretary of the Corporation.
Unless otherwise specified, such resignation shall take effect upon its
receipt; the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 9. PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall
not be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information
at the meeting held next after the proceedings shall have occurred.
SECTION 10. OTHER COMMITTEES. The Board of Directors may by resolution
establish an audit or other committees composed of directors as they may
determine to be necessary or
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appropriate for the conduct of the business of the Corporation and may
prescribe the duties, constitution, and procedures thereof.
ARTICLE V - OFFICERS
SECTION 1. POSITIONS. The officers of the Corporation shall be a
president, one or more vice presidents, a secretary, and a treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors may
also designate the chairman of the board and/or vice chairman of the board as
officers. The Board of Directors may designate one or more vice presidents
as executive vice president or senior vice president. The Board of Directors
may also elect or authorize the appointment of such other officers as the
business of the Corporation may require. The officers shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action by the Board of
Directors, the officers shall have such powers and duties as generally
pertain to their respective offices.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually at the first meeting of the Board of
Directors held after each annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held
as soon thereafter as possible. Each officer shall hold office until a
successor has been duly elected and qualified or until the officer's death,
resignation, or removal in the manner hereinafter provided. Election or
appointment of an officer, employee, or agent shall not of itself create
contractual rights. The Board of Directors may authorize the Corporation to
enter into an employment contract with any officer in accordance with
resolutions of the Board; but no such contract shall impair the right of the
Board of Directors to remove any officer at any time in accordance with
Section 3 of this Article V.
SECTION 3. REMOVAL. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal, other than for cause, shall be without
prejudice to any contractual rights of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 5. REMUNERATION. The remuneration of the officers shall be
fixed from time to time by the Board of Directors by employment contracts or
by resolution.
ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. CONTRACTS. To the extent permitted by resolutions of the
Board, and except as otherwise prescribed by these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation.
Such authority may be general or confined to specific instances.
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SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name
unless authorized by the Board of Directors. Such authority may be general
or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the Corporation shall be signed by one or more officers,
employees, or agents of the Corporation in such manner as shall from time to
time be determined by the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited form time to time to the credit of the
Corporation in any duly authorized depositories as the Board of Directors may
elect.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares
of capital stock of the Corporation shall be in such form as shall be
determined by the Board of Directors and approved by the Board. Such
certificates shall be signed by the chief executive officer or by any other
officer of the Corporation authorized by the Board of Directors, attested by
the secretary or an assistant secretary, and sealed with the corporate seal
or a facsimile thereof. The signatures of such officers upon a certificate
may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar other than the Corporation itself or one of its
employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled
and no new certificate shall be issued until the former certificate for a
like number of shares has been surrendered and canceled, except that in the
case of a lost or destroyed certificate, a new certificate may be issued upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of
the Corporation shall be made only on its stock transfer books. Authority
for such transfer shall be given only by the holder of record or by or her
legal representative, who shall furnish proper evidence of such authority, or
by his or her attorney authorized by a duly executed power of attorney and
filed with the Corporation. Such transfer shall be made only on surrender
for cancellation of the certificate for such shares. The person in whose
name shares of capital stock stand on the books of the Corporation shall be
deemed by the Corporation to be the owner for all purposes.
ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on the 31st day of December
of each year. The Corporation shall be subject to an annual audit as of the
end of its fiscal year by independent public accounts appointed by and
responsible to the Board of Directors. The appointment of such accountants
shall be subject to annual ratification by the shareholders.
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ARTICLE IX - DIVIDENDS
Subject only to applicable law and the terms of the Corporation's
charter and the resolutions of the board, the Board of Directors may, from
time to time, declare, and the Corporation may pay, dividends on its
outstanding classes of capital stock which are eligible for dividends.
ARTICLE X - CORPORATE SEAL
The Board of Directors shall provide a Corporation seal which shall be
two concentric circles between which shall be the name of the Corporation.
The year of incorporation or an emblem may appear in the center.
ARTICLE XI - AMENDMENTS
These Bylaws may be amended in a manner consistent with regulations of
the board at any time by a majority vote of the full Board of Directors or by
a majority vote of the votes cast by the stockholders of the Corporation at
any legal meeting.
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EXHIBIT 5
May 30, 1997
Access Anytime Bancorp, Inc.
PO Drawer 1569
801 Pile Street
Clovis, New Mexico
Re: Registration Statement on Form S-8 - 1997 Stock Option and
Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Access Anytime Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the registration by the
Company under the Securities Act of 1933, as amended, of 180,000 shares of
Common Stock, $.01 par value per share (the "Common Stock"), in connection
with the Company's 1997 Stock Option and Incentive Plan (the "Plan") pursuant
to a Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission").
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials,
certificates of officers and representatives of the Company and other
documents as we have deemed necessary as a reasonable basis for the opinions
hereinafter expressed. In our examination we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted to
us as copies. As to various questions of fact material to such opinions we
have, when relevant facts were not independently established, relied upon
certifications by officers of the Company and other appropriate persons and
statements contained in the Registration Statement.
Based upon the foregoing and having regard to legal considerations which
we deem relevant, we are of the opinion that when (i) the Registration
Statement becomes effective, (ii) the consideration to be received for the
shares to be issued by the Company pursuant to the Plan (which consideration
shall be in excess of the par value of such shares) shall have been received
by the Company, and (iii) the shares of Common Stock have been issued
pursuant to the Plan, the Common Stock so issued will be duly authorized,
legally issued, fully paid and nonassessable.
We do not express any opinion as to matters governed by any laws other
than the laws of the State of New Mexico, the General Corporation Law of the
State of Delaware and the Federal laws of the United States of America. You
should be aware that we are not admitted to the practice of law in the State
of Delaware and the opinion herein is based solely upon unofficial
compilations thereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
<PAGE>
Very truly yours,
KELEHER & McLEOD, P.A.
By /s/ Charles L. Moore
----------------------
Charles L. Moore
CLM/sls
38178
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Access Anytime Bancorp, Inc. on Form S-8 of our report dated February 19,
1997, on our audits of the consolidated financial statements of Access Anytime
Bancorp, Inc. as of December 31, 1996 and 1995, and for the years ended
December 31, 1996, 1995 and 1994, which report is included in Access Anytime
Bancorp, Inc.'s 1996 Annual Report on Form 10-KSB.
Robinson Burdette Martin & Cowan, L.L.P.
Lubbock, Texas
May 30, 1997
<PAGE>
EXHIBIT 99.1
ACCESS ANYTIME BANCORP, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
I. PURPOSE
The purpose of the ACCESS ANYTIME BANCORP, INC. 1997 STOCK OPTION AND
INCENTIVE PLAN (the "PLAN") is to provide a means through which Access Anytime
Bancorp, Inc., a Delaware corporation (the "COMPANY"), and its subsidiaries,
may attract and retain the best available personnel as officers, directors and
employees of the Company and its subsidiaries and to provide a means whereby
those individuals upon whom the responsibilities of the successful
administration and management of the Company and its subsidiaries rest, and
whose present and potential contributions to the welfare of the Company and its
subsidiaries are of importance, can acquire and maintain stock ownership,
thereby strengthening their concern for the welfare of the Company and its
subsidiaries and their desire to remain in the Company's and its subsidiaries'
employ. A further purpose of the Plan is to provide such individuals with
additional incentive and reward opportunities designed to enhance the
profitable growth of the Company. Accordingly, the Plan provides for granting
Incentive Stock Options, options which do not constitute Incentive Stock
Options, Stock Appreciation Rights, or any combination of the foregoing, as is
best suited to the circumstances of the particular individual as provided
herein.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:
(a) "AFFILIATES" means any "parent corporation" of the Company and any
"subsidiary" of the Company within the meaning of Code Sections 424(e) and (f),
respectively.
(b) "AWARD" means, individually or collectively, any Option or Stock
Appreciation Right.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CHANGE OF CONTROL" means the occurrence of any of the following
events: (i) the Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a subsidiary of an
entity other than a previously wholly-owned subsidiary of the Company), (ii)
the Company sells, leases or exchanges all or substantially all of its assets
to any other person or entity (other than a wholly-owned subsidiary of the
Company), (iii) the Company is to be dissolved and liquidated, (iv) any person
or entity, including a "group" as contemplated by Section 13(d)(3) of the 1934
Act, acquires or gains ownership or control (including, without limitation,
power to vote) of more than 50% of the outstanding shares of the Company's
voting
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stock (based upon voting power), or (v) as a result of or in connection
with a contested election of directors, the persons who were directors of the
Company before such election shall cease to constitute a majority of the Board.
(e) "CHANGE OF CONTROL VALUE" shall mean (i) the per share price offered
to stockholders of the Company in any such merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii) the price per
share offered to stockholders of the Company in any tender offer or exchange
offer whereby a Change of Control takes place, or (iii) if such Change of
Control occurs other than pursuant to a tender or exchange offer, the Fair
Market Value per share of the shares into which Awards are exercisable, as
determined by the Committee, whichever is applicable. In the event that the
consideration offered to stockholders of the Company consists of anything other
than cash, the Committee shall determine the fair cash equivalent of the
portion of the consideration offered which is other than cash.
(f) "CODE" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to any section and any regulations under
such section.
(g) "COMMITTEE" means the Stock Committee of the Board. If the Company
is governed by Section 16 of the 1934 Act, no director shall serve as a member
of the Committee unless he or she is a "Non-Employee Director" within the
meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission
(the "Commission") under the 1934 Act.
(h) "COMPANY" means Access Anytime Bancorp, Inc..
(i) "DIRECTOR" means an individual elected to the Board by the
stockholders of the Company or by the Board under applicable corporate law who
is serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.
(j) An "EMPLOYEE" means any person (including an officer or a Director)
employed on a full-time basis by the Employer.
(k) "EMPLOYER" means the Company, an Affiliate or any Subsidiary.
(l) "FAIR MARKET VALUE" means, as of any specified date, the mean of the
high and low sales prices of the Stock (i) reported by any interdealer
quotation system on which the Stock is quoted on that date or (ii) if the Stock
is listed on a national stock exchange, reported on the stock exchange
composite tape on that date; or, in either case, if no prices are reported on
that date, on the last preceding date on which such prices of the Stock are so
reported. If the Stock is traded over the counter at the time a determination
of its fair market value is required to be made hereunder, its fair market
value shall be deemed to be equal to the average between the reported high and
low or closing bid and asked prices of Stock on the most recent date on which
Stock was publicly traded. In the event Stock is not publicly traded at the
time a determination of its value is required to be made hereunder, the
determination of its fair market value shall be made by the Committee in such
manner as it deems appropriate.
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(m) "HOLDER" means an employee who has been granted an Award.
(n) "INCENTIVE STOCK OPTION" means an incentive stock option within the
meaning of section 422(b) of the Code.
(o) "1934 ACT" means the Securities Exchange Act of 1934, as amended.
(p) "NONQUALIFIED STOCK OPTION" means an option granted under Paragraph
VII of the Plan to purchase Stock which does not constitute an Incentive Stock
Option.
(q) "OPTION" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Stock and Nonqualified Stock
Options to purchase Stock.
(r) "OPTION AGREEMENT" means a written agreement between the Company and
a Holder with respect to an Option.
(s) "PLAN" means the Access Anytime Bancorp, Inc. 1997 Stock Option and
Incentive Plan, as amended from time to time.
(t) "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or a similar function.
(u) "SPREAD" means, in the case of a Stock Appreciation Right, an amount
equal to the excess, if any, of the Fair Market Value of a share of Stock on
the date such right is exercised over the exercise price of such Stock
Appreciation Right; provided, however, the Committee may establish, in its sole
discretion, in any Stock Appreciation Rights Agreement, the maximum amount of
Spread attributable to a Stock Appreciation Right.
(v) "STOCK" means the common stock, $0.01 par value, of the Company.
(w) "STOCK APPRECIATION RIGHT" means an Award granted under
Paragraph VIII of the Plan.
(x) "STOCK APPRECIATION RIGHTS AGREEMENT" means a written agreement
between the Company and a Holder with respect to an Award of Stock Appreciation
Rights.
(y) "SUBSIDIARY" means any corporation or entity of which more than 50%
of the outstanding securities or ownership interests having ordinary voting
power to elect a majority of the members of the Board of Directors, or persons
in similar capacity of such corporation or entity, is, directly or indirectly
owned by the Company.
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III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective upon the date of its adoption by the Board,
provided that the Plan is approved by the stockholders of the Company within
twelve months thereafter. No further Awards may be granted under the Plan
after the expiration of ten years from the date of its adoption by the Board.
The Plan shall remain in effect until all Awards granted under the Plan have
been satisfied or expired.
IV. ADMINISTRATION
(a) COMMITTEE. The Plan shall be administered by the Committee.
(b) POWERS. Subject to the provisions of the Plan, the Committee shall
have sole authority, in its discretion, to determine which employees shall
receive an Award, the time or times when such Award shall be made, whether an
Incentive Stock Option, Nonqualified Option or Stock Appreciation Right shall
be granted, and the number of shares of Stock which may be issued under each
Option or Stock Appreciation Right. In making such determinations, the
Committee may take into account the nature of the services rendered by the
respective employees, their present and potential contributions to the
Employer's success and such other factors as the Committee in its discretion
shall deem relevant.
(c) ADDITIONAL POWERS. The Committee shall have such additional powers
as are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, the Committee is authorized to construe the
Plan and the respective agreements executed thereunder, to prescribe such rules
and regulations relating to the Plan as it may deem advisable to carry out the
Plan, and to determine the terms, restrictions and provisions of each Award,
including such terms, restrictions and provisions as shall be requisite in the
judgment of the Committee to cause designated Options to qualify as Incentive
Stock Options, and to make all other determinations necessary or advisable for
administering the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in any agreement relating to an Award
in the manner and to the extent it shall deem expedient to carry it into
effect. The determinations of the Committee on the matters referred to in this
Article IV shall be conclusive.
(d) EXPENSES. All expenses and liabilities incurred by the Committee in
the administration of this Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants or other persons to assist the
Committee in the carrying out of its duties hereunder.
V. STOCK SUBJECT TO THE PLAN
(a) STOCK GRANT AND AWARD LIMITS. The Committee may from time to time
grant Awards to one or more employees determined by it to be eligible for
participation in the Plan in accordance with the provisions of Paragraph VI.
Subject to Paragraph IX, the aggregate number of shares of Stock that may be
issued under the Plan shall not exceed 180,000 shares. Shares of Stock shall
be deemed to have been issued under the Plan only to the extent actually
issued and
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delivered pursuant to an Award. To the extent that an Award lapses or the
rights of its Holder terminate or the Award is to only be paid in cash or is
paid in cash, any shares of Stock subject to such Award shall again be
available for the grant of an Award. To the extent that an Award lapses or the
rights of its Holder terminate, any shares of Stock subject to such Award shall
again be available for the grant of an Award. Separate stock certificates
shall be issued by the Company for those shares acquired pursuant the exercise
of an Incentive Stock Option and for those shares acquired pursuant to the
exercise of a Nonqualified Stock Option.
(b) STOCK OFFERED. The stock to be offered pursuant to the grant of an
Award may be authorized but unissued Stock or Stock previously issued and
outstanding and reacquired by the Company.
VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of grant, are
officers, directors or other key employees. An Award may be granted on more
than one occasion to the same person, and, subject to the limitations set forth
in the Plan, such Award may include an Incentive Stock Option or a Nonqualified
Stock Option, a Stock Appreciation Right or any combination thereof.
VII. STOCK OPTIONS
(a) OPTION PERIOD. The term of each Option shall be as specified by the
Committee at the date of grant.
(b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.
No Incentive Stock Option granted pursuant to this Plan shall be exercised by
any Holder while there is outstanding any other Incentive Stock Option which
was granted prior to the date of grant of such Incentive Stock Option to such
Holder, whether pursuant to this Plan or any other plan of the Company. In the
event that any additional Incentive Stock Option is granted at a later date
pursuant to the Plan to any Holder, the instrument evidencing any such
additional Incentive Stock Option shall include the following provisions:
"This incentive stock option is not exercisable while there is
outstanding any incentive stock option which was granted prior to the
date of the grant hereof to the holder of this incentive stock option
to purchase shares of common stock of Access Anytime BanCorp, Inc. or
any of its subsidiaries."
(c) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. No Incentive Stock
Option may be granted to any Director who is not an employee. To the extent
that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Stock with respect to which Incentive
Stock Options are exercisable for the first time by an individual during any
calendar year under all incentive stock option plans of the Company and its
Affiliates exceeds $100,000, such Incentive Stock Options shall be treated as
Nonqualified Stock Options as determined by the Committee. The Committee shall
determine, in accordance with applicable
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provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of an optionee's Incentive Stock Options will not
constitute Incentive Stock Options because of such limitation and shall
notify the optionee of such determination as soon as practicable after such
determination. No Incentive Stock Option shall be granted to an individual
if, at the time the Option is granted, such individual owns stock possessing
more than 10% of the total combined voting power of all classes of stock of
the Company or of its parent or subsidiary corporation, within the meaning of
section 422(b)(6) of the Code, unless (i) at the time such Option is granted
the option price is at least 110% of the Fair Market Value of the Stock
subject to the Option and (ii) such Option by its terms is not exercisable
after the expiration of five years from the date of grant.
(d) OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. An Option Agreement may provide for the payment
of the option price, in whole or in part, in cash or by the delivery of a
number of shares of Stock (plus cash if necessary) having a Fair Market Value
equal to such option price. Each Option shall specify the effect of
termination of employment (by retirement, disability, death or otherwise) on
the exercisability of the Option. Moreover, an Option Agreement may provide
for a "cashless exercise" of the Option by establishing procedures whereby the
Holder, by a properly-executed written notice, directs (i) an immediate market
sale or margin loan respecting all or a part of the shares of Stock to which he
is entitled upon exercise pursuant to an extension of credit by the Company to
the Holder of the option price, (ii) the delivery of the shares of Stock from
the Company directly to a brokerage firm and (iii) the delivery of the option
price from the sale or margin loan proceeds from the brokerage firm directly to
the Company. Such Option Agreement may also include, without limitation,
provisions relating to (i) vesting of Options, subject to the provisions hereof
accelerating such vesting on a Change of Control, (ii) tax matters (including
provisions (y) permitting the delivery of additional shares of Stock or the
withholding of shares of Stock from those acquired upon exercise to satisfy
federal or state income tax withholding requirements and (z) dealing with any
other applicable employee wage withholding requirements), and (iii) any other
matters not inconsistent with the terms and provisions of this Plan that the
Committee shall in its sole discretion determine. The terms and conditions of
the respective Option Agreements need not be identical.
(e) OPTION PRICE AND PAYMENT. The price at which a share of Stock may be
purchased upon exercise of an Option shall be determined by the Committee, but
(i) such purchase price shall not be less than the Fair Market Value of Stock
subject to an Incentive Stock Option on the date the Incentive Stock Option is
granted and (ii) such purchase price shall be subject to adjustment as provided
in Paragraph IX. The Option or portion thereof may be exercised by delivery of
an irrevocable notice of exercise to the Company. The purchase price of the
Option or portion thereof shall be paid in full in the manner prescribed by the
Committee.
(f) STOCKHOLDER RIGHTS AND PRIVILEGES. The Holder shall be entitled to
all the privileges and rights of a stockholder only with respect to such shares
of Stock as have been
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purchased under the Option and for which certificates of stock have been
registered in the Holder's name.
(g) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS. Options and Stock Appreciation Rights may be granted under the
Plan from time to time in substitution for stock options held by individuals
employed by corporations who become employees as a result of a merger or
consolidation of the employing corporation with the Company, an Affiliate, or
any Subsidiary, or the acquisition by the Company, an Affiliate or a Subsidiary
of the assets of the employing corporation, or the acquisition by the Company,
an Affiliate or a Subsidiary of stock of the employing corporation with the
result that such employing corporation becomes a Subsidiary.
(h) EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH.
1. TERMINATION OF EMPLOYMENT. In the event that a Holder's
employment by the Company shall terminate for any reason, other than
disability or death, all of any such Holder's Incentive Stock Options, and
all of any such Holder's rights to purchase or receive shares of Stock
pursuant thereto, as the case may be, shall automatically terminate on the
date of such termination of employment. However, no termination of a
Holder's Incentive Stock Options shall occur if, and to the extent that,
the Committee authorizes the Holder to exercise any such Incentive Stock
Options at any time prior to the earlier of (i) the respective expiration
dates of any such Incentive Stock Options, or (ii) the expiration of not
more than three (3) months after the date of such termination of
employment, but only if, and to the extent that, the Holder was entitled
to exercise any such Incentive Stock Options at the date of such
termination of employment. In the event that an Affiliate or Subsidiary
ceases to be an Affiliate or Subsidiary, the employment of all of its
employees who are not immediately thereafter employees of the Company
shall be deemed to terminate upon the date such Affiliate or Subsidiary
ceases to be an Affiliate or Subsidiary.
2. DISABILITY. In the event of the determination of disability of
a Holder while the Holder is employed by the Company, the Incentive Stock
Options previously granted to him may be exercised (to the extent he or
she would have been entitled to do so at the date of the determination of
disability) at any time and from time to time, within a one year period
after the date of such determination of disability, by the former
employee, but in no event may the Incentive Stock Option be exercised
after its expiration under the terms of the Option Agreement. An Optionee
shall be deemed to be disabled if, in the opinion of a physician selected
by the Committee, he or she is incapable of performing services for the
Company of the kind he or she was performing at the time the disability
occurred by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to be of long,
continued and indefinite duration. The date of determination of
disability for purposes hereof shall be the date of such determination by
such physician.
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<PAGE>
3. DEATH. In the event of the death of Holder while the Holder is
employed by the Company, the Incentive Stock Options previously granted to
him may be exercised (to the extent the Holder would have been entitled to
do so at the date of death) at any time and from time to time, within a
six (6) month period after the date of death (or such later period not
exceeding one (1) year to which the Committee may, in its discretion,
extend such period), by the guardian of his estate, the executor or
administrator of his estate or by the person or persons to whom his rights
under the option shall pass by will or the laws of descent and
distribution, but in no event may the Incentive Stock Option be exercised
after its expiration under the terms of the Option Agreement.
4. NONQUALIFIED STOCK OPTIONS. The terms and conditions of
Nonqualified Stock Options relating to the effect of the termination of a
Holder's employment or service on the Board, death or disability shall be
such terms and conditions as the Committee shall, in its sole discretion,
determine at the time of grant or at the time of such termination,
disability or death.
(i) OTHER RESTRICTIONS ON EXERCISE. The Committee may impose
additional conditions upon the right of any Holder to exercise any Option
granted hereunder which are not inconsistent with the terms of the Plan or,
with respect to Incentive Stock Options, are not inconsistent with the
requirements under Code Section 422.
VIII. STOCK APPRECIATION RIGHTS
(a) STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is the right
to receive an amount equal to the Spread with respect to a share of Stock
upon the exercise of such Stock Appreciation Right. Stock Appreciation
Rights may be granted in connection with the grant of an Option, in which
case the Option Agreement will provide that exercise of Stock Appreciation
Rights will result in the surrender of the right to purchase the shares under
the Option as to which the Stock Appreciation Rights were exercised.
Alternatively, Stock Appreciation Rights may be granted independently of
Options in which case each Award of Stock Appreciation Rights shall be
evidenced by a Stock Appreciation Rights Agreement which shall contain such
terms and conditions as may be approved by the Committee. The Spread with
respect to a Stock Appreciation Right may be payable either in cash, shares
of Stock with a Fair Market Value equal to the Spread or in a combination of
cash and shares of Stock. With respect to Stock Appreciation Rights that are
subject to Section 16 of the 1934 Act, however, the Committee shall, except
as provided in Paragraph IX.(c), retain sole discretion (i) to determine the
form in which payment of the Stock Appreciation Right will be made (I.E.,
cash, securities or any combination thereof) or (ii) to approve an election
by a Holder to receive cash in full or partial settlement of Stock
Appreciation Rights. Each Stock Appreciation Rights Agreement shall specify
the effect of termination of employment (by retirement, disability, death or
otherwise) on the exercisability of the Stock Appreciation Rights.
(b) OTHER TERMS AND CONDITIONS. At the time of such Award, the
Committee may, in its sole discretion, prescribe additional terms, conditions
or restrictions relating to Stock Appreciation Rights. Such additional
terms, conditions or restrictions shall be set forth in the
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<PAGE>
Stock Appreciation Rights Agreement made in conjunction with the Award. Such
Stock Appreciation Rights Agreements may also include, without limitation,
provisions relating to (i) vesting of Awards, subject to the provisions
hereof accelerating vesting on a Change of Control, (ii) tax matters
(includinG provisions covering applicable wage withholding requirements), and
(iii) any other matters not inconsistent with the terms and provisions of
this Plan, that the Committee shall in its sole discretion determine. The
terms and conditions of the respective Stock Appreciation Rights Agreements
need not be identical.
(c) EXERCISE PRICE. The exercise price of each Stock Appreciation
Right shall be determined by the Committee, but such exercise price shall be
subject to adjustment as provided in Paragraph IX.
(d) EXERCISE PERIOD. The term of each Stock Appreciation Right shall
be as specified by the Committee at the date of grant.
(e) LIMITATIONS ON EXERCISE OF STOCK APPRECIATION RIGHT. A Stock
Appreciation Right shall be exercisable in whole or in such installments and
at such times as determined by the Committee.
IX. RECAPITALIZATION OR REORGANIZATION
(a) The shares with respect to which Awards may be granted are shares
of Stock as presently constituted, but if, and whenever, prior to the
expiration of an Award theretofore granted, the Company shall effect a
subdivision or consolidation by the Company, the number of shares of Stock
with respect to which such Award may thereafter be exercised or satisfied, as
applicable, (i) in the event of an increase in the number of outstanding
shares shall be proportionately increased, and the purchase price per share
shall be proportionately reduced, and (ii) in the event of a reduction in the
number of outstanding shares shall be proportionately reduced, and the
purchase price per share shall be proportionately increased.
(b) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise or satisfaction, as applicable, of an
Award theretofore granted the Holder shall be entitled to (or entitled to
purchase, if applicable) under such Award, in lieu of the number of shares of
Stock then covered by such Award, the number and class of shares of stock and
securities to which the Holder would have been entitled pursuant to the terms
of the recapitalization if, immediately prior to such recapitalization, the
Holder had been the holder of record of the number of shares of Stock then
covered by such Award.
(c) In the event of a Change of Control, all outstanding Awards shall
immediately vest and become exercisable or satisfiable, as applicable. The
Committee, in its discretion, may determine that upon the occurrence of a
Change of Control, each Award other than an Option outstanding hereunder
shall terminate within a specified number of days after notice to the Holder,
and such Holder shall receive, with respect to each share of Stock subject to
such Award, cash in an amount equal to the excess, if any, of the Change of
Control Value over any exercise price or purchase price paid, if applicable.
Further, in the event of a Change of Control, the Committee, in
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<PAGE>
its discretion, shall act to effect one or more of the following alternatives
with respect to outstanding Options, which may vary among individual Holders
and which may vary among Options held by any individual Holder: (1)
determine a limited period of time on or before a specified date (before or
after such Change of Control) after which specified date all unexercised
Options and all rights of Holders thereunder shall terminate, (2) require the
mandatory surrender to the Company by selected Holders of some or all of the
outstanding Options held by such Holders (irrespective of whether such
Options are then exercisable under the provisions of the Plan) as of a date,
before or after such Change of Control, specified by the Committee, in which
event the Committee shall thereupon cancel such Options and the Company shall
pay to each Holder an amount of cash per share equal to the excess, if any,
of the Change of Control Value of the shares subject to such Option over the
exercise price(s) under such Options for such shares, (3) make such
adjustments to Options then outstanding as the Committee deems appropriate to
reflect such Change of Control (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to Options
then outstanding), or (4) provide that thereafter upon any exercise of an
Option theretofore granted the Holder shall be entitled to purchase under
such Option, in lieu of the number of shares of Stock then covered by such
Option, the number and class of shares of stock or other securities or
property (including, without limitation, cash) to which the Holder would have
been entitled pursuant to the terms of the agreement of merger, consolidation
or sale of assets and dissolution if, immediately prior to such merger,
consolidation or sale of assets and dissolution the Holder has been the
holder of record of the number of shares of Stock then covered by such
Option. The provisions contained in this paragraph shall not terminate any
rights of the Holder to further payments pursuant to any other agreement with
the Company following a Change of Control.
(d) In the event of changes in the outstanding Stock by reason of
recapitalization, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the
date of the grant of any Award and not otherwise provided for by this
Paragraph IX, any outstanding Awards and any agreements evidencing such
Awards shall be subject to adjustment by the Committee at its discretion as
to the number and price of shares of Stock or other consideration subject to
such Awards. In the event of any such change in the outstanding Stock, the
aggregate number of shares available under the Plan may be appropriately
adjusted by the Committee, whose determination shall be conclusive.
(e) The existence of the Plan and the Awards granted hereunder shall
not affect in any way the right or power of the Board or the stockholders of
the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of debt or
equity securities ahead of or affecting Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale, lease, exchange or
other disposition of all or any part of its assets or business or any other
corporate act or proceeding.
(f) Any adjustment provided for in Subparagraphs (a), (b), (c) or (d)
above shall be subject to any required stockholder action.
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<PAGE>
(g) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct
sale, upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of obligations of the Company convertible into such
shares or other securities, and in any case whether or not for fair value,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Stock subject to Awards theretofore
granted or the purchase price per share, if applicable.
X. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Awards have not theretofore been granted.
The Board shall have the right to alter or amend the Plan or any part thereof
from time to time; provided that no change in any Award theretofore granted
may be made which would impair the rights of the Holder without the consent
of the Holder (unless such change is required in order to cause the benefits
under the Plan to qualify as performance-based compensation within the
meaning of section 162(m) of the Code and applicable interpretive authority
thereunder), and provided, further, that the Board may not, without approval
of the stockholders, amend the Plan:
(a) to increase the maximum number of shares which may be issued on
exercise or surrender of an Award, except as provided in Paragraph IX;
(b) to change the class of employees eligible to receive Awards or
materially increase the benefits accruing to employees under the Plan;
(c) to extend the maximum period during which Awards may be granted
under the Plan;
(d) to modify materially the requirements as to eligibility for
participation in the Plan; or
(e) to decrease any authority granted to the Committee hereunder in
contravention of Rule 16b-3.
XI. MISCELLANEOUS
(a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the
Company nor any action of the Board or the Committee shall be deemed to give
an employee any right to be granted an Option, a right to a Stock
Appreciation Right, or any of the rights hereunder except as may be evidenced
by an Award or by an Option Agreement or Stock Appreciation Rights Agreement
on behalf of the Company, and then only to the extent and on the terms and
conditions expressly set forth therein. The Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to
make any other segregation of funds or assets to assure the payment of any
Award.
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<PAGE>
(b) EMPLOYEES' RIGHTS UNSECURED. The right of an employee to receive
Stock, cash or any other payment under this Plan shall be an unsecured claim
against the general assets of the Company. The Company may, but shall not be
obligated to, acquire shares of Stock from time to time in anticipation of
its obligations under this Plan, but a Participant shall have no right in or
against any shares of Stock so acquired. All Stock shall constitute the
general assets of the Company and may be disposed of by the Company at such
time and for such purposes as it deems appropriate.
(c) NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan
shall (i) confer upon any employee any right with respect to continuation of
employment with any Employer or (ii) interfere in any way with the right of
any Employer to terminate an employee's employment at any time.
(d) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to
issue any Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the
Securities Act of 1933 and such other state and federal laws, rules or
regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for
the issuance and sale of such shares. Unless the Awards and Stock covered by
this Plan have been registered under the Securities Act of 1993, or the
Company has determined that such registration is unnecessary, each Holder
exercising an Award under this Plan may be required by the Company to give
representation in writing that such Holder is acquiring such shares for his
or her own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof. No fractional shares
of Stock shall be delivered, nor shall any cash in lieu of fractional shares
be paid. The Company shall have the right to deduct in connection with all
Awards any taxes required by law to be withheld and to require any payments
required to enable it to satisfy its withholding obligations.
(e) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company, an Affiliate or any Subsidiary
from taking any corporate action which is deemed by the Company, an Affiliate
or any Subsidiary to be appropriate or in its best interest, whether or not
such action would have an adverse effect on the Plan or any Award made under
the Plan. No employee, beneficiary or other person shall have any claim
against the Company, an Affiliate or any Subsidiary as a result of any such
action.
(f) RESTRICTIONS ON TRANSFER. An Award shall not be transferable
otherwise than by will or the laws of descent and distribution and shall be
exercisable during the Holder's lifetime only by such Holder or the Holder's
guardian or legal representative.
(g) BENEFICIARY DESIGNATION. Each Holder may name, from time to time,
any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of his
or her death before he or she receives any or all of such benefit. Each
designation will revoke all prior designations by the same Holder, shall be
in a form prescribed by the Committee, and will be effective only when filed
by the Holder in writing with
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the Committee during his lifetime. In the absence of any such designation,
benefits remaining unpaid at the Holder's death shall be paid to his estate.
(h) RULE 16B-3. It is intended that the Plan and any grant of an Award
made to a person subject to Section 16 of the 1934 Act meet all of the
requirements of Rule 16b-3. If any provision of the Plan or any such Award
would disqualify the Plan or such Award under, or would otherwise not comply
with, Rule 16b-3, such provision or Award shall be construed or deemed
amended to conform to Rule 16b-3.
(i) SECTION 162(M). If the Plan is subject to Section 162(m) of the
Code, it is intended that the Plan comply fully with and meet all the
requirements of Section 162(m) of the Code so that Options and Stock
Appreciation Rights granted hereunder shall constitute "performance-based"
compensation within the meaning of such section. If any provision of the
Plan would disqualify the Plan or would not otherwise permit the Plan to
comply with Section 162(m) as so intended, such provision shall be construed
or deemed amended to conform to the requirements or provisions of Section
162(m); provided that no such construction or amendment shall have an adverse
effect on the economic value to a Holder of any Award previously granted
hereunder.
(j) INDEMNIFICATION. Each person who is or shall have been a member of
the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be a party or in
which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in
satisfaction of any judgment in any such action, suit, or proceeding against
him, provided he shall give the Company an opportunity, at its own expense,
to handle and defend the same before he undertakes to handle and defend it on
his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter
of law, under separate indemnification agreements, or otherwise, or any power
that the Company may have to indemnify them or hold them harmless.
(k) GOVERNING LAW. This Plan shall be construed in accordance with the
laws of the State of Delaware.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by the Board, Access Anytime Bancorp, Inc. has caused this
document to be duly executed in its name and behalf by its proper officer
thereunto duly authorized as of this ____ day of _________, 1997.
By:
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Name:
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Title:
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