Registration No. 333-_____
As filed with the Securities and Exchange
Commission on December 19, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Waypoint Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 25-1872581
(State of Incorporation) (IRS Employer Identification No.)
235 North Second Street
Harrisburg, Pennsylvania 17101
(Address of Principal Executive Offices)
---------------------------
1984 York Financial Corp. Amended Incentive Stock Option Plan
1992 York Financial Corp. Stock Option and Incentive Plan
1992 York Financial Corp. Non-Incentive Stock Option Plan for Directors
1995 York Financial Corp. Non-Qualified Stock Option Plan for Directors
1997 York Financial Corp. Stock Option and Incentive Plan
Harris Savings Bank 1994 Incentive Stock Option Plan
Harris Savings Bank 1994 Stock Option Plan for Outside Directors
Harris Savings Bank 1996 Incentive Stock Option Plan
Harris Financial, Inc. 1999 Incentive Stock Option Plan
Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
(Full Title of the Plans)
Copies to:
Charles C. Pearson, Jr. Kenneth R. Lehman, Esquire
Co-Chairman and Chief Executive Officer Edward A. Quint, Esquire
Waypoint Financial Corp. Luse Lehman Gorman Pomerenk & Schick
235 North Second Street A Professional Corporation
Harrisburg, Pennsylvania 17101 5335 Wisconsin Ave., N.W., #400
(717) 236-4041 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
---------------------------
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
----------------------- ------------------------ ----------------------- ----------------------- ---------------------
Options to Purchase
Common Stock
Common Stock, par
<S> <C> <C> <C> <C>
value $.01 per share 132,172 shares (2) $3.40(3) $449,385 $ 119
Common Stock, par
value $.01 per share 285,631 shares (4) 6.34(3) 1,810,901 478
Common Stock, par
value $.01 per share 197,789 shares (5) 6.33(3) 1,252,004 331
Common Stock, par
value $.01 per share 697,793 shares (6) 7.55(3) 5,268,337 1,391
Common Stock, par
value $.01 per share 208,779 shares (7) 10.17(3) 2,123,282 561
Common Stock, par
value $.01 per share 20,318 shares (8) 4.36(3) 88,586 23
Common Stock, par
value $.01 per share 15,430 shares (9) 9.02(3) 139,179 37
Common Stock, par
value $.01 per share 51,752 shares (10) 20.11(3) 1,040,733 275
Common Stock, par
value $.01 per share 486,126 shares (11) 12.76(3) 6,209,968 1,639
Common Stock, par
value $.01 per share 58,653 shares (12) 13.83(3) 811,171 214
Common Stock, par
value $.01 per share 1,323,255 shares (13) 9.99(3) 13,192,852 3,483
---------------- ---- ---------- -----
Total: 3,477,698 shares $32,386,398 $ 8,551
================ =========== =======
</TABLE>
--------------
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the 1984 York Financial Corp. Amended Incentive Stock Option Plan (the
"York 1984 Incentive Plan"), the 1992 York Financial Corp. Stock Option and
Incentive Plan (the "York 1992 Incentive Plan"), the 1992 York Financial
Corp. Non-Incentive Stock Option Plan for Directors (the "York 1992
Directors Plan"), the 1995 York Financial Corp. Non-Qualified Stock Option
Plan for Directors (the "York 1995 Directors Plan"), the 1997 York
Financial Corp. Stock Option and Incentive Plan (the "York
2
<PAGE>
1997 Incentive Plan"), the Harris Savings Bank 1994 Incentive Stock Option
Plan (the "Harris 1994 Incentive Plan"), the Harris Savings Bank 1994 Stock
Option Plan for Outside Directors (the "Harris 1994 Directors Plan"), the
Harris Savings Bank 1996 Incentive Stock Option Plan (the "Harris 1996
Incentive Plan"), the Harris Financial, Inc. 1999 Incentive Stock Option
Plan (the "Harris 1999 Incentive Plan") and the Harris Financial, Inc. 1999
Stock Option Plan for Outside Directors (the "Harris 1999 Directors Plan")
as the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of Waypoint Financial Corp. pursuant to 17 C.F.R.
ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the York 1984 Incentive Plan.
(3) Determined by the exercise price of the options pursuant to 17
C.F.R.ss.230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the York 1992 Incentive Plan.
(5) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the York 1992 Directors Plan.
(6) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the York 1995 Directors Plan.
(7) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the York 1997 Incentive Plan.
(8) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Harris 1994 Incentive Plan.
(9) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Harris 1994 Directors Plan.
(10) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Harris 1996 Incentive Plan.
(11) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Harris 1999 Incentive Plan.
(12) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Harris 1999 Directors Plan.
(13) Represents 37,959 shares currently reserved for issuance pursuant to the
York 1992 Incentive Plan, 77,607 shares currently reserved for issuance
pursuant to the York 1995 Directors Plan, 645,659 shares currently reserved
for issuance pursuant to the York 1997 Incentive Plan, 17,251 shares
currently reserved for issuance pursuant to the Harris 1994 Directors Plan,
486,126 shares currently reserved for issuance pursuant to the Harris 1999
Incentive Plan and 58,653 shares currently reserved for issuance pursuant
to the Harris 1999 Directors Plan.
------------------------------------
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
3
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
Documents containing the information required by Part I of the Registration
Statement have been or will be sent or given to participants in the the York
1984 Incentive Plan, the York 1992 Incentive Plan, the York 1992 Directors Plan,
the York 1995 Directors Plan, the York 1997 Incentive Plan, the Harris 1994
Incentive Plan, the Harris 1994 Directors Plan, the Harris 1996 Incentive Plan,
the Harris 1999 Incentive Plan and the Harris 1999 Directors Plan, as
appropriate, as specified by Securities Act Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the "Commission" or
"SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections 13(a) and (c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and be
part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or in
any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the Securities and Exchange Commission (the "SEC") on March
28, 2000, as amended on April 7, 2000.
(b) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above.
(c) The description of the Common Stock contained in the Registration
Statement on Form S-1 (Commission File No. 333-40046), originally filed by the
Company with the SEC under the Securities Act of 1933 on June 23, 2000, as
amended on August 14, 2000 and September 21, 2000.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article VI of the Registrant's Bylaws provide for the following
indemnification for Directors and Officers.
6.1 Third Party Actions. The Corporation shall 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 he
is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a representative of
another domestic or foreign
4
<PAGE>
corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action or proceeding
if he 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, provided that the Corporation shall not be
liable for any amounts which may be due to any such person in
connection with a settlement of any action or proceeding effected
without its prior written consent or any action or proceeding initiated
by any such person (other than an action or proceeding to enforce
rights to indemnification hereunder).
6.2 Derivative and Corporate Actions. The Corporation shall
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 he is or was a director or officer 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 attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of the
action if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation,
provided that the Corporation shall not be liable for any amounts which
may be due to any such person in connection with a settlement of any
action or proceeding affected without its prior written consent.
Indemnification shall not be made under this Section 6.2 in respect of
any claim, issue or matter as to which the 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 the action was brought determines upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled
to indemnity for the expenses that the court of common pleas or other
court deems proper.
6.3 Mandatory Indemnification. To the extent that a
representative of the Corporation has been successful on the merits or
otherwise in defense of any action or proceeding referred to in Section
6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
6.4 Procedure for Effecting Indemnification. Unless ordered by
a court, any indemnification under Section 6.1 or Section 6.2 shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the representative is proper in
the circumstances because he 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 a 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 stockholders.
6.5 Advancing Expenses. Expenses (including attorneys' fees)
incurred in defending any action or proceeding referred to in this
Article VI shall be paid by the Corporation in advance of the final
disposition of the action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VI or otherwise.
6.6 Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
representative of the Corporation or is or was
5
<PAGE>
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 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 that
liability under the provisions of this Article VI.
6.7 Modification. The duties of the Corporation to indemnify
and to advance expenses to a director or officer provided in this
Article VI shall be in the nature of a contract between the Corporation
and each such person, and no amendment or repeal of any provision of
this Article VI shall alter, to the detriment of such person, the right
of such person to the advance of expenses or indemnification related to
a claim based on an act or failure to act which took place prior to
such amendment or repeal.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation as to the legality of the Common Stock registered hereby
10.1 1984 York Financial Corp. Amended Incentive Stock Option Plan.
10.2 1992 York Financial Corp. Stock Option and Incentive Plan.
10.3 1992 York Financial Corp. Non-Incentive Stock Option Plan for
Directors.
10.4 1995 York Financial Corp. Non-Qualified Stock Option Plan for
Directors.
10.5 1997 York Financial Corp. Stock Option and Incentive Plan
(Incorporated by reference to the 1997 Annual Meeting Proxy Statement
of York Financial Corp. with the Commission on September 25, 1997 and
to Registration Statement on Form S-8 of York Financial Corp. filed
with the Commission on November 24, 1997 (File No. 333-40887)).
10.6 Harris Savings Bank 1994 Stock Option Plan for Outside Directors
(Incorporated by Reference to Exhibit 4.1 to the Registration
Statement on Form S-8 of Harris Financial, Inc. filed with the
Commission on September 22, 1997 (File No. 333-36087)).
10.7 Harris Savings Bank 1994 Incentive Stock Option Plan (Incorporated by
Reference to Exhibit 4.2 to the Registration Statement on Form S-8 of
Harris Financial, Inc. filed with the Commission on September 22, 1997
(File No. 333-36087)).
10.8 Harris Savings Bank 1996 Incentive Stock Option Plan (Incorporated by
Reference to Exhibit 4.3 to the Registration Statement on Form S-8 of
Harris Financial, Inc. filed with the Commission on September 22, 1997
(File No. 333-36087)).
10.9 Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
(Incorporated by reference to the Proxy Statement of Harris Financial,
Inc. filed with the SEC on March 18, 1998)
10.10 Harris Financial, Inc. 1999 Incentive Stock Option Plan (Incorporated
by reference to the Proxy Statement of Harris Financial, Inc. filed
with the SEC on March 18, 1998)
6
<PAGE>
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation (contained in the opinion included as Exhibit 5)
23.2 Consent of Arthur Andersen LLP
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 to include any material
information with respect to the Registration Statement not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement;
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post- effective amendment shall be deemed to be a new
Registration Statement relating to the securities 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
York 1984 Incentive Plan, the York 1992 Incentive Plan, the York 1992 Directors
Plan, the York 1995 Directors Plan, the York 1997 Incentive Plan, the Harris
1994 Incentive Plan, the Harris 1994 Directors Plan, the Harris 1996 Incentive
Plan, the Harris 1999 Incentive Plan and the Harris 1999 Directors Plan; and
4. 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 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; and
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
7
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
------------- -----------
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation as to the legality of the Common Stock registered hereby
10.1 1984 York Financial Corp. Amended Incentive Stock Option Plan.
10.2 1992 York Financial Corp. Stock Option and Incentive Plan.
10.3 1992 York Financial Corp. Non-Incentive Stock Option Plan for
Directors.
10.4 1995 York Financial Corp. Non-Qualified Stock Option Plan for
Directors.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation (contained in the opinion included as Exhibit 5)
23.2 Consent of Arthur Andersen LLP
8
<PAGE>
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 City of Harrisburg, Commonwealth of Pennsylvania, on
this 14th day of December, 2000.
WAYPOINT FINANCIAL CORP.
By: /s/ Charles C. Pearson, Jr.
-----------------------------------------------
Charles C. Pearson, Jr.
Co-Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned Directors of the Registrant severally constitute and
appoint Charles C. Pearson, Jr. with full power of substitution, our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below which said he may deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with any registration statement or post-effective amendment to the
registration statement on Form S-8 including specifically, but not limited to,
power and authority to sign for us or any of us in our names in the capacities
indicated below any registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and confirm all that
said Charles C. Pearson, Jr. shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed below by
the following persons in the capacities and on the dates indicated.
By: /s/ Charles C. Pearson, Jr.
-----------------------------------------------------
Charles C. Pearson, Jr., Co-Chairman and
Chief Executive Officer
(Principal Executive Officer)
Date: December 14, 2000
By: /s/ James H. Moss
--------------------------------------------
James H. Moss, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: December 14, 2000
By: /s/ Robert W. Pullo
--------------------------------------------
Robert W. Pullo, Co-Chairman
Date: December 14, 2000
<PAGE>
By. /s/ David E. Zuem
--------------------------------------------
David E. Zuern, President,
Chief Operating Officer and Director
Date: December 14, 2000
By: /s/ Ernest P. Davis
--------------------------------------------
Ernest P. Davis, Director
Date: December 14, 2000
By: /s/ Cynthia A. Dotzel
--------------------------------------------
Cynthia A. Dotzel, Director
Date: December 14, 2000
By: /s/ Jimmie C. George
--------------------------------------------
Jimmie C. George, Director
Date: December 14, 2000
By: /s/ Randall A. Gross
--------------------------------------------
Randall A. Gross, Director
Date: December 14, 2000
By: /s/ Robert A. Houck
--------------------------------------------
Robert A. Houck, Director
Date: December 14, 2000
By: /s/ Bruce S. Isaacman
--------------------------------------------
Bruce S. Isaacman, Director
Date: December 14, 2000
By /s/ William E. McClure, Jr.
--------------------------------------------
William E. McClure, Jr., Director
Date: December 14, 2000
<PAGE>
By: /s/ Robert E. Poole
--------------------------------------------
Robert E. Poole, Director
Date: December 14, 2000
By: /s/ Byron M. Ream
--------------------------------------------
Byron M. Ream, Director
Date: December 14, 2000
By: /s/ Robert L. Simpson
--------------------------------------------
Robert L. Simpson, Director
Date: December 14, 2000
By: /s/ William A. Siverling
--------------------------------------------
William A. Siverling, Director
Date: December 14, 2000
By: /s/ Frank R. Sourbeer
--------------------------------------------
Frank R. Sourbeer, Director
Date: December 14, 2000
By: /s/ Donald B. Springer
--------------------------------------------
Donald B. Springer, Director
Date: December 14, 2000
By: /s/ Carolyn E. Steinhauser
-----------------------------------------------------
Carolyn E. Steinhauser, Director
Date: December 14, 2000
By: /s/ Thomas W. Wolf
--------------------------------------------
Thomas W. Wolf, Director
Date: December 14, 2000
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]
December 15, 2000 (202) 274-2000
Board of Directors
Waypoint Financial Corp.
235 North Second Street
Harrisburg, Pennsylvania 17101
Re: Waypoint Financial Corp.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of Waypoint Financial Corp. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), pursuant to the
1984 York Financial Corp. Amended Incentive Stock Option Plan, the1992 York
Financial Corp. Stock Option and Incentive Plan, the 1992 York Financial Corp.
Non-Incentive Stock Option Plan for Directors, the 1995 York Financial Corp.
Non-Qualified Stock Option Plan for Directors, the 1997 York Financial Corp.
Stock Option and Incentive Plan, the Harris Savings Bank 1994 Incentive Stock
Option Plan, the Harris Savings Bank 1994 Stock Option Plan for Outside
Directors, the Harris Savings Bank 1996 Incentive Stock Option Plan, the Harris
Financial, Inc. 1999 Incentive Stock Option Plan and the Harris Financial, Inc.
1999 Stock Option Plan for Outside Directors (the "Plans"). We have reviewed the
Company's Articles of Incorporation, Registration Statement on Form S-8 (the
"Form S-8"), as well as applicable statutes and regulations governing the
Company and the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans,
will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
---------------------------------------------------
LUSE LEHMAN GORMAN POMERENK &
SCHICK
A Professional Corporation
<PAGE>
EXHIBIT 10.1
<PAGE>
YORK FEDERAL SAVINGS AND LOAN ASSOCIATION
1984 INCENTIVE STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the York Federal Savings and
Loan Association 1984 Incentive Stock Option Plan (the "Plan"). The purpose of
the Plan is to attract and retain the best available personnel as officers and
key employees and to provide additional incentive to employees of York Federal
Savings and Loan Association (the "Association") or any present or future parent
or subsidiary of the Association to promote the success of the business. The
Plan is intended to provide for the grant of "Incentive Stock Options", within
the meaning of Section 422A of the Internal Revenue Code of 1954, as amended
(the "Code"). Each and every one of the provisions of the Plan relating to
Incentive Stock Options shall be interpreted to conform to the requirements of
Section 422A of the Code.
2. Definitions. As used herein, the following definitions shall apply.
(a) "Association" shall mean York Federal Savings and Loan Association.
(b) "Award" means the grant by the Committee of an Incentive Stock Option,
or a Stock Appreciation Right, or any combination thereof, as provided in the
Plan.
(c) "Board" shall mean the Board of Directors of the Association.
(d) "Common Stock" shall mean common stock, par value $1.00 per share, of
the Association.
(e) "Code" shall mean the Internal Revenue Code of 1954, as amended.
(f) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with paragraph 4(a) of the Plan.
(g) "Continuous Employment" or "Continuous Status as an Employee" shall
mean the absence of any interruption or termination of employment by the
Association or any present or future Parent or subsidiary of the Association.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Association or in
the case of transfers between payroll locations of the Association or between
the Association, its Parent, its Subsidiaries or a successor.
(h) "Disability" shall mean unable to engage in any substantial gainful
activity by reason of physical or mental impairment which can be expected to
result in death or which his lasted or can be expected to last for a continuous
period of not less than 12 months.
(i) "Effective Date" shall mean the date specified in Section 14 hereof.
(j) "Employee" shall mean any person employed on a full-time basis by the
Association or any present or future Parent or Subsidiary of the Association.
(k) "Incentive Stock Option" means an option to purchase Shares granted by
the Committee pursuant to Section 4 hereof which is subject to the limitations
and restrictions of Section 7 hereof and is intended to qualify under Section
422A of the Code.
(1) "Option" shall mean an incentive or Non-Incentive Stock Option granted
pursuant to this Plan.
<PAGE>
(m) "Optioned Stock" shall mean stock subject to an Option granted pursuant
to the Plan.
(n) "Optionee" shall mean any person who receives an Option.
(o) "Parent" shall mean any present or future corporation which would be a
"parent corporation" as defined in Subsections 425(e) and (g) of the Code.
(p) "Participant" means any officer or key employee of the Association or
any Parent or Subsidiary of the Association or any other person providing a
service to the Association who is selected by the Committee or the Board, acting
pursuant to Section 5, to receive an Award.
(q) "Plan" shall mean the York Federal Savings and Loan Association 1984
Incentive Stock Option Plan.
(r) "Related" means (i) in the case of a Stock Appreciation Right, a Stock
Appreciation Right which is granted in connection with, and to the extent
exercisable, in whole or in part, in lieu of, an Option and (ii) in the case of
an Option, an Option with respect to which and to the extent a Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.
(s) "Stock Appreciation Right" means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Section 11 hereof.
(t) "Share" shall mean one share of the Common Stock.
(u) "Subsidiary" shall mean any present or future corporation which would
be a "subsidiary corporation" as defined in Subsections 425(f) and (g) of the
Code.
3. Shares Subject to the Plan. Except as otherwise required by the provisions of
Section 12 hereof, the aggregate number of Shares with respect to which Awards
may be made pursuant to this Plan or the York Federal Savings and Loan
Association 1984 Non-Incentive Stock Option Plan shall not exceed 84,800 shares.
Such Shares may either be authorized but unissued or treasury shares.
Shares which are subject to Stock Appreciation Rights and related Options
shall be counted only once in determining whether the maximum number of Shares
with respect to which Awards may be granted under the Plan has been exceeded. An
Award shall not be considered to have been made under the Plan with respect to
any Option or Stock Appreciation Right which terminates and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
4. Administration of the Plan.
(a) (i) Composition of the Committee. Except as indicated in paragraph 4
(a) (ii) below, the Plan shall be administered by the Committee, consisting of
at least three directors of the Association appointed by the Board. Officers,
key employees and other persons who are designated by the Committee shall be
eligible to receive Awards under the Plan, and all persons designated as members
of the Committee shall be "disinterested persons" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934.
(ii) For the sole purpose of granting options to otherwise ineligible
members of the Committee, the Board may designate members of the Committee to
receive Awards under the Plan, with members of the Committee abstaining from
voting on such designations. A majority of the entire Board, excluding members
of the Committee, shall constitute a quorum and the action of a majority of the
members of the
<PAGE>
Board present at any meeting at which a quorum is present, excluding members of
the Committee, shall be deemed the action of the Board. In this capacity, the
Board shall be "disinterested persons" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934.
The Committee shall not interpret the Plan or prescribe, amend or rescind
rules and regulations relating to the Plan, or exercise such other power and
authority as may be delegated to it by the Board from time to time which would
cause the Board, acting in its capacity to grant options to members of the
Committee, to cease to qualify as disinterested persons for purposes of this
paragraph.
(b) Powers of the Committee. The Committee is authorized (but only to the
extent not contrary to the express provisions of the Plan or to resolutions
adopted by the Board) to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Awards to be issued under the Plan and to make other determinations necessary or
advisable for the administration of the Plan, and shall have and may exercise
such other power and authority as may be delegated to it by the Board from time
to time. A majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In no event may the
Committee revoke outstanding Awards without the consent of the Participant.
The President of the Association and such other officers as shall be
designated by the Committee are hereby authorized to execute instruments
evidencing Awards on behalf of the Association and to cause them to be delivered
to the Participants.
(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
5. Eligibility. Awards may be granted to officers, key employees and other
persons. The Committee or the Board, as the case maybe, shall from time to time
determine the officers, key employees and other persons who shall be granted
Options or Awards under the Plan, the number to be granted to each such
officers, directors, key employees and other persons under the Plan. In
selecting Participants and in determining the number of shares of Common Stock
to be granted to each such Participant pursuant to each Award granted under the
Plan, the Committee may consider the nature of the services rendered by each
such Participant, each such Participant's current and potential contribution to
the Company, and such other factors as the Committee may, in its sole
discretion, deem relevant. Officers and key employees or other persons who have
been granted an Award may, if otherwise eligible, be granted additional Options
or Awards.
The aggregate fair market value (determined as of the date the Option is
granted) of the Shares for which any Employee may be granted Options in any
calendar year (under all Incentive Stock Option plans, as defined in Section
422A of the Code, of the Association or any present or future Parent or
Subsidiary of the Association) shall not exceed $100,000, plus any unused limit
carryover to such year, as defined in Section 422A(c) of the Code.
Notwithstanding the prior provisions of this Section 5, the Committee may grant
Options in excess of the foregoing limitations, provided said Options shall be,
clearly and specifically designated as not being Incentive Stock Options, as
defined in Section 422A of the Code.
6. Term of Plan. The Plan shall continue in effect for a term of ten (10) years
from the Effective Date, unless sooner terminated pursuant to Section 17. No
Option shall be granted under the Plan after ten (10) years from the Effective
Date.
<PAGE>
7. Terms and Conditions of Incentive Stock Options. Incentive Stock Options
maybe granted only to Participants who are Employees. Each Incentive Stock
Option granted pursuant to the Plan shall be evidenced by an instrument in such
form as the Committee shall from time to time approve. Each and every Incentive
Stock Option granted pursuant to the Plan shall comply with, and be subject to,
the following terms and conditions:
(a) Option Price.
(i) The price per share at which each Incentive Stock Option granted under
the Plan may be exercised shall not, as to any particular Incentive Stock Option
be less than the fair market value of the Common Stock at the time such
Incentive Stock Option is granted. For such purposes, if the Common Stock is
traded otherwise than on a national securities exchange at the time of the
granting of an Option then the price per share of the Optioned Stock shall be
not less than the mean between the bid and asked price on the date the Incentive
Stock Option is granted or, if there be no bid and asked price on said date,
then on the next prior business day on which there was a bid and asked price. If
no such bid and asked price is available, then the price per share shall be
determined by the Committee. If the Common Stock is listed on a national
securities exchange at the time of the granting an Incentive Stock Option, then
the price per share shall be not less than the average of the highest and lowest
selling price on such exchange on the date such Incentive Stock Option is
granted or, if there were no sales on said date, then the price shall be not
less than the mean between the bid and asked price on such date.
(ii) In the case of an Employee who owns Common Stock representing more
than ten percent (10%) of the outstanding Common Stock at the time the Incentive
Stock Option is granted, the Incentive Stock Option price shall not be less than
one hundred and ten percent (110%) of the fair market value of the Common Stock
at the time the Incentive Stock Option is granted.
(b) Payment.
Full payment for each share of Common Stock purchased upon the exercise of
any Incentive Stock Option granted under the Plan shall be made at the time of
exercise of each such Incentive Stock Option and shall be paid in cash (in
United States Dollars), Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial payment of the exercise price shall be
valued at its fair market value at the date of exercise. The Association shall
accept full .or partial payment in Common Stock only to the extent permitted by
applicable law. No shares of Common Stock shall be issued until full payment
therefore has been received by the Association, and no Optionee shall have any
of the rights of a shareholder of the Association until shares of Common Stock
are issued to him.
(c) Term of Incentive Stock Option.
The term of each Incentive Stock Option granted pursuant to the Plan shall be
not more ten (10) years from the date each such Incentive Stock Option is
granted, provided that in the case of an Employee who owns stock representing
more than 10% of the Common Stock outstanding at, the time the Incentive Stock
Option is granted, the term of the Incentive Stock Option shall not exceed five
(5) yes.
(d) Exercise Generally.
Except as otherwise provided in Section 8 hereof, no Incentive Stock Option
may be exercised unless the optionee shall have been in the employ of the
Association at all times during the period beginning with the date of grant of
any such Incentive Stock Option and ending on the date three (3) months prior to
the date of exercise of any such Incentive Stock Option. The Committee, may
impose additional conditions upon the right of an Optionee to exercise any
Incentive Stock Option granted
<PAGE>
hereunder which are not inconsistent with the terms of the Plan or the
requirements for qualification as an Incentive Stock Option under Section 422A
of the Code.
(e) Serial Exercise.
No Incentive Stock Option granted pursuant to the Plan shall be exercised
by any Optionee while there is outstanding (as such term is defined in Section
422A of the Code) any incentive stock option which was granted prior to the date
of grant of such Incentive Stock Option. to such Optionee, whether pursuant to
the Plan or any other plan of the Association. In the event that any additional
Incentive Stock Option is granted at a later date pursuant to the Plan to any
Optionee, 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 (within the meaning of Section 422A(c)(7) of the Internal
Revenue Code of 1954, as amended) any Incentive Stock Option which was
granted prior to the date of the grant hereof to the holder of this
stock option to purchase shares of common stock of York Federal Savings
and Loan Association or any of its subsidiaries."
(f) Transferability.
Any Incentive Stock Option granted pursuant to the Plan shall be exercised
during any Optionee's lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution.
8. Effect of Termination of Employment, Disability or Death on Incentive Stock
Options.
(a) Termination of Employment.
In the event that any Optionee's employment by the Company shall terminate
for any reason, other than Permanent and Total Disability (as such term is
defined in Section 105 (d) (4) of the Code) or death, all of any such Optionee's
Incentive Stock Options, and all of any such Optionee's rights to purchase or
receive shares of Common Stock pursuant thereto, as the case may be, shall
automatically terminate on the date of such termination of employment. However,
no termination of an Optionee's Incentive Stock Options shall occur if, and to
the extent that, the Committee authorizes the Optionee to exercise any such
Incentive Stock Options at any time prior to 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 Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment. In the event that a
subsidiary ceases to be a subsidiary of the Association, the employment of all
of its employees who are not immediately thereafter employees of the Association
shall be deemed to terminate upon the date such subsidiary so ceases to be a
subsidiary of the Association.
(b) Disability.
In the event that any Optionee's employment by the Association shall
terminate as the result of the Permanent and Total disability of such Optionee,
such Optionee may exercise any Incentive Stock Options granted to him pursuant
to the Plan at any time prior to the earlier of the respective expiration dates
of any such Incentive Stock Options or (ii) the date which is one year after the
date of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock Options at the date
of such termination of employment.
<PAGE>
(c) Death.
In the event of the death of any Optionee, any Incentive Stock Options
granted to any such Optionee may be exercised by the person or persons to whom
the Optionee's rights under any such Incentive Stock Options pass by will or by
the laws of descent and distribution (including the Optionee's estate during the
period of administration) at any time prior to three (3) months after the date
of death of such Optionee (or such later period not exceeding one (1) year to
which the Committee may, in its discretion, extend such period), but only if,
and to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of death. For purposes of this Section 8(c), any
Incentive Stock Option held by an Optionee shall be considered exercisable at
the date of. his death if the only unsatisfied condition precedent to the
exercisability of such Incentive Stock Option at the date of death is the
passage of a specified period of time.
(d) Incentive Stock Options Deemed Exercisable.
For purposes of Sections 8(a), 8(b) and 8(c) above, any Incentive Stock
Option held by any Optionee shall be considered exercisable at the date of the
termination of his employment if, but for the requirement of serial exercise set
forth in Section 7(e) hereof, any such Incentive Stock Option would have been
exercisable at such date of termination of employment. Any exercise of any
Incentive Stock Option granted pursuant to the Plan which is considered
exercisable pursuant to this Section 8(d) shall nevertheless be subject to the
provisions and restrictions contained in Section 7(e) hereof.
(e) Termination of Incentive Stock Options.
To the extent that any Incentive Stock Option granted under the Plan to any
Optionee whose employment by the Association terminates shall not have been
exercised within the applicable period set forth in this Section 9, any such
Incentive Stock Option, and all rights to purchase or receive shares of Common
Stock pursuant thereto, as the case may be, shall terminate on the last day of
the applicable period.
9. Effect of Termination of Employment, Disability or Death on Non-Incentive
Stock Options. The terms and conditions of Non-Incentive Stock Options relating
to the effect of the termination of an Optionee's employment, disability of an
Optionee or his death shall be such terms and conditions as the Committee shall,
in its sole discretion, determine at the time of termination. The Board shall
make such determination regarding Options granted to members of the Committee
pursuant to Section 4 (a) (ii) hereof within two weeks after the date of
termination.
10. Right of Repurchase and Restrictions on Disposition. The Committee, in its
sole discretion, or the Board, acting pursuant to Section 4 (a) (ii), may
include, as a term of any Incentive Stock Option, the right (the "Repurchase
Right"), but not the obligation, to repurchase all or any amount of the Shares
acquired by an Optionee pursuant to the exercise of any such Options. The intent
of the Repurchase right is to encourage the continued employment of the
Optionee. The Repurchase Right shall provide for; among other things, a
specified duration of the Repurchase Right, a specified price per Share to be
paid upon the exercise of the Repurchase Right and a restriction on the
disposition of the Shares by the Optionee during the period of the Repurchase
Right. The Repurchase Right may permit the Association to transfer or, assign,
such right to another party. The Association may exercise the Repurchase Right
only to the extent permitted by applicable law.
11. Stock Appreciation Rights. A Stock Appreciation Right shall upon its
exercise, entitle the Participant to whom such Stock Appreciation Right was
granted to receive a number of Shares or cash or combination thereof, as the
Committee in its discretion, or the Board, acting pursuant to Section 4 (a)(ii),
<PAGE>
shall determine, the aggregate value of which (i.e., the sum of the amount of
cash and/or the fair market value of such Shares on date of exercise) shall
equal (as nearly as possible it being understood that the Association shall not
issue any fractional shares) the amount by which the fair market value per Share
on the date of such exercise shall exceed the exercise price of such Stock
Appreciation Right, multiplied by the number of Shares with respect of which
such Stock Appreciation Right shall have been exercised. A Stock Appreciation
Right may be related to an Option or may be granted independently of any Option
as the Committee or the Board, as the case may be, shall determine whether and
to what extent a Related Stock Appreciation Right shall be granted with respect
thereto; provided, however and notwithstanding any other provision of the Plan,
that if the Related Option is an Incentive Stock Option the Related Stock
Appreciation Right shall satisfy all the restrictions and limitations of Section
7 hereof as Established Related Stock Appreciation Right were an Incentive Stock
Option. In the case of Related Option, such Related Option shall cease to be
exercisable to the extent of the Shares with respect to which the related Stock
Appreciation Right was exercised. Upon the exercise or termination of a Related
Option any Related Stock Appreciation Right shall terminate to the extent to the
Shares with respect to which the Related Option was exercised or terminated.
12. Recapitalization, Merger, Consolidation, Change in Control and Similar
Transactions.
(a) Adjustment.
Subject to any required action by the shareholders of the
Association, the aggregate number of shares of Common Stock for which
stock options may be granted hereunder the number of shares of Common
Stock covered by each outstanding stock option, and the exercise price
per share of Common Stock of each such stock option, shall all be
proportionately adjusted for any increase or decrease in the number of
issued and outstanding shares of Common Stock resulting from a
subdivision or consolidation of shares or the payment of a stock
dividend (but only on the Common Stock) or any other increase or
decrease in the number of such shares of Common Stock effected without
the receipt of consideration by the Association.
(b) Change in Control.
All outstanding options shall become immediately exercisable in
the event of change in control or imminent change in control of the
Association, as determined by the Committee. For purposes of this
Section, "change in control" shall mean: (i) the execution of an
agreement for the sale of all, or a material portion, of the assets of
the Association; (ii) the execution of an agreement for a merger or
recapitalization of the Association or any merger or recapitalization
whereby the Association is not the surviving entity; (iii) a change of
control of the Association, as otherwise defined or determined by the
Federal Home Loan Bank Board or regulations promulgated by it; or (iv)
the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13 (d) of the
Securities Exchange Act of 1934 and the rules promulgated thereunder)
of ten percent (10%) or more of the outstanding voting securities of
the Association by any person, trust, entity or group.
(c) Extraordinary Corporate Action.
Subject to any required action by the shareholders of the
Association, in the event of any Change in Control, recapitalization,
merger, consolidation, exchange of shares, spin-off, reorganization,
tender offer, liquidation or other extraordinary corporate action or
event, the Committee, in its sole discretion, or the Board, acting
pursuant to Section 4 (a) (ii), shall have the power, prior or
subsequent to such action or event to:
<PAGE>
(i) appropriately adjust the number of shares of Common Stock
subject to each stock option, the exercise price per share of Common
Stock, and the consideration to be given or received by the Association
upon the exercise of any outstanding Option;
(ii) cancel any or all previously granted Options, provided that
appropriate consideration is paid to the Optionee in connection
therewith; and/or
(iii) make such other adjustments in connection with the Plan as
the Committee, in its sole discretion, or the Board, acting pursuant to
Section 4 (a) (ii) deems necessary, desirable, appropriate or
advisable; provided, however, that no action shall be taken by the
Committee which would cause Incentive Stock Options granted pursuant to
the Plan to fail to meet the requirements of Section 422A of the Code.
Except as expressly provided in Section 12(a) and 12(b)
hereof, no Optionee shall have any rights by reason of the occurrence
of any of the events described in this Section 12.
(d) Acceleration.
The Committee shall at all times have the power to accelerate
the exercise date of Options previously granted under the Plan. In no
event, however, will such action permit Participants to exercise
Incentive Stock Options in an order other than provided in Section
7(e). The Board shall have such power when it acts to grant Options to
members of the Committee.
13. Time of Granting Options. The date of grant of an Option under the Plan
shall, for all purposes, be the date on which the Committee or the Board, acting
pursuant to Section 4, makes the determination of granting such Option. Notice
of the determination shall be given to each Employee to whom an Option is so
granted within a reasonable time after the date of such grant.
14. Effective Date. The Plan shall become effective upon the completion of the
Association's conversion from mutual to stock form. Options may be granted prior
to ratification of the Plan by the stockholders if the exercise of such Options
is subject to such stockholder ratification.
15. Approval by Shareholders. The Plan shall be approved by stockholders of the
Association within twelve (12) months before or after the date it becomes
effective.
16. Modification of Options. At any time and from time to time, the Board may
authorize the Committee to direct the execution of an instrument providing for
the modification of any outstanding Option, provided no such modification,
extension or renewal shall confer on the holder of said Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially decrease the Optionee's benefits under the Option
without the consent of the holder of the Option, except as otherwise permitted
under Section 17 hereof. The Board may make such modifications, extensions or
renewals directly regarding Options it may grant to members of the Committee.
17. Amendment and Termination of the Plan.
(a) Action by the Board.
The Board may alter, suspend or discontinue the Plan, except
that no action of the Board may increase (other than as provided in
Section 12) the maximum number of shares permitted to be optioned under
the Plan, materially increase the benefits accruing to participants
under the Plan or materially modify the requirements for eligibility
for participation in the Plan unless such
<PAGE>
action of the Board shall be subject to approval or ratification by
the shareholders of the Association.
(b) Change in Applicable Law.
Notwithstanding any other provision contained in the Plan, in
the event of a change in any federal or state law, rule or regulation
which would make the exercise of all or part of any previously granted
Incentive Stock Option unlawful or subject the Association to any
penalty, the Committee or the Board, acting pursuant to Section 4, may
restrict any such exercise without the consent of the Optionee or other
holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.
18. Conditions Upon Issuance of Shares. Shares shall not be issued with respect
to any Option granted under the Plan unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.
The inability of the Association to obtain from any regulatory body or
authority deemed by the Association's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the Association of any
liability in respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Association may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
19. Reservation of Shares. During the term of the Plan the Association will
reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
20. Unsecured Obligation. No Participant under the Plan shall have any interest
in any fund or special asset of the Association by reason of the Plan or the
grant of any Incentive or Non-Incentive Stock Option to him under the Plan. No
trust fund shall be created in connection with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any participant.
21. Withholding-Tax. The Association shall have the right to deduct from all
amounts paid in cash with respect to the exercise of a Stock Appreciation Right
under the Plan any taxes required by law to be withheld with respect to such
cash payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option of Stock Appreciation Right pursuant to
the Plan, the Association shall have the right to require the Participant or
such other person to pay the Association the amount of any taxes which the
Association is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld.
22. Governing Law. The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.
<PAGE>
EXHIBIT 10.2
<PAGE>
YORK FINANCIAL CORP.
(THE HOLDING COMPANY
FOR
YORK FEDERAL SAVINGS AND LOAN ASSOCIATION
YORK, PENNSYLVANIA)
1992 STOCK OPTION AND INCENTIVE PLAN
1. Purpose of the Plan. The Plan shall be known as the York Financial Corp. 1992
Stock Option and Incentive Plan (the "Plan"). The purpose of the Plan is to
attract and retain the best available personnel as officers and employees and to
provide additional incentive to employees of York Financial Corp. (the
"Corporation") or any present or future parent or subsidiary of the Corporation
and to promote the success of the business. The Plan is intended to provide for
the grant of "Incentive Stock Options", within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Each and every one of
the provisions of the Plan relating to Incentive Stock Options shall be
interpreted to conform to the requirements of Section 422 of the Code.
2. Definitions. As used herein, the following definitions shall apply.
(a) "Association" shall mean York Federal Savings and Loan Association.
(b) "Award" means the grant by the Committee of an Incentive Stock Option,
a Non-Incentive Stock Option or a Stock Appreciation Right, or any combination
thereof, as provided in the Plan.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Common Stock" shall mean common stock, $1.00 par value per share, of
the Corporation.
(f) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with paragraph 4(a) of the Plan.
(g) "Continuous Employment" or "Continuous Status as an Employee" shall
mean the absence of any interruption or termination of employment by the
Corporation or any present or future Parent or Subsidiary of the Corporation.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Corporation or in
the case of transfers between payroll locations of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.
(h) "Corporation" shall mean York Financial Corp. a holding company.
(i) "Effective Date" shall mean the date specified in Section 15 hereof.
(j) "Employee" shall mean any person employed by the Corporation or any
present or future Parent or Subsidiary of the Corporation.
<PAGE>
(k) "Incentive Stock Option" or "ISO" means an option to purchase Shares
granted by the Committee pursuant to Section 7 hereof which is subject to the
limitations and restrictions of Section 7 hereof and is intended to qualify
under Section 422 of the Code.
(1) "Non-Incentive Stock Option" or "Non-ISO" means an option to purchase
Shares granted by the Committee pursuant to Section 8, which option is not
intended to qualify under Section 422 of the Code.
(m) "Option" shall mean an Incentive or Non-Incentive Stock Option granted
pursuant to this Plan.
(n) "Optioned Stock" shall mean stock subject to an Option granted pursuant
to the Plan.
(o) "Optionee" shall mean any person who receives an Option.
(p) "Parent" shall mean any present or future corporation which would be a
"parent corporation" as defined in Subsections 425(e) and (g) of the Code.
(q) "Participant" means any officer or key employee of the Corporation or
any Parent or Subsidiary of the Corporation or any other person providing a
service to the Corporation who is selected by the Committee to receive an Award.
(r) "Plan" shall mean the York Financial Corp. 1992 Stock Option and
Incentive Plan.
(s) "Related" means (i) in the case of a Stock Appreciation Right, a Stock
Appreciation Right which is granted in connection with, and to the extent
excercisable, in whole or in part, in lieu of, an Option and (ii) in the case of
an Option, an Option with respect to which and to the extent a Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.
(t) "Share" shall mean one share of the Common Stock.
(u) "Stock, Appreciation Right" means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Section 11 hereof.
(v) "Subsidiary" shall mean any present or future corporation which would
be a "subsidiary corporation" as defined in Subsections 425(1) and (g) of the
Code.
3. Shares Subject to the Plan. Except as otherwise required by the provisions of
Section 13 hereof, the aggregate number of Shares with respect to which Awards
may be made pursuant to the Plan shall not exceed 128,336 shares. Such Shares
may either be authorized but unissued or treasury shares.
Shares which are subject to Stock Appreciation Rights and other related
Options shall be counted only once in determining whether the maximum number of
Shares with respect to which Awards may be granted under the Plan has been
exceeded. An Award shall not be considered to have been made under the Plan with
respect to any Option which terminates and new Awards may be granted under the
Plan with respect to the number of Shares as to which such termination has
occurred.
4. Administration of the Plan.
(a) Composition of the Committee.
<PAGE>
The Plan shall be administered by the Committee consisting of at least two
directors of the Corporation appointed by the Board Officers, key employees and
other persons who are designated by the Committee shall be eligible to receive
Awards under the Plan, and all persons designated as members of the Committee
shall be "disinterested persons" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 as amended.
A "disinterested person" is an administrator who at the time he
exercises discretion in administering the Plan has not, at any time within one
year prior thereto, received a discretionary grant or award pursuant to any
stock option plan of the Corporation or any of its affiliates.
(b) Powers of the Committee.
The Committee is authorized (but only to the extent not contrary to the
expressed provisions of the Plan or to resolutions adopted by the Board) to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the form and content of Awards to be issued
under the Plan and to make other determinations necessary or advisable for the
administration of the Plan, and shall have and may exercise such other power and
authority as may be delegated to it by the Board firm time to time. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present shall be
deemed the action of the Committee. In no event may the Committee revoke
outstanding Awards without the consent of the Participant.
The Chairman of the Corporation and such other officers as shall be
designated by the Committee are hereby authorized to execute instruments
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants.
(c) Effect of Committee's Decision.
All decisions, determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
5. Eligibility.
(a) Awards may be granted to officers, key employees and other persons. The
Committee shall from time to time determine the officers, key employees and
other persons who shall be granted Options or Awards under the Plan, the number
to be granted to each such officers, key employees and other persons under the
Plan, and whether Options granted to each such Participant under the Plan shall
be Incentive and/or Non-Incentive Stock Options. In selecting Participants and
in determining the number of shares of Common Stock to be granted to each such
Participant pursuant to each Award granted under the Plan, the Committee may
consider the nature of the services rendered by each such Participant, each such
Participant's current and potential contribution to the Corporation, and such
other factors as the Committee may, in its sole discretion, deem relevant.
Officers, key employees or other persons who have been granted an Award may, if
otherwise eligible, be granted additional Options or Awards.
(b) The aggregate fair market value (determined as of the date the Option
is granted) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by each Employee during the calendar year in
which they are first exercisable (under all Incentive Stock Option plans, as
defined in Section 422 of the Code, of the Corporation or any present or future
Parent or Subsidiary of the Corporation) shall not exceed $100,000.
Notwithstanding the prior provisions of this Section 5, the Committee may grant
Options in excess of the foregoing limitations, provided said Options shall be
<PAGE>
clearly and specifically designated as not being Incentive Stock Options, as
defined in Section 422 of the Code.
6. Term of Plan. The Plan shall continue in effect for a term of ten (10) years
from the Effective Date, unless sooner terminated pursuant to Section 18. No
Option shall be granted under the Plan after ten (10) years from the Effective
Date.
7. Terms and Conditions of Incentive Stock Options. Incentive Stock Options may
be granted only to Participants who are Employees. Each Incentive Stock Option
granted pursuant to the Plan shall be evidenced by an instrument in such form as
the Committee shall from time to time approve. Each and every Incentive Stock
Option granted pursuant to the Plan shall comply with, and be subject to, the
following terms and conditions:
(a) Option Plan.
(i) The price per share at which each Incentive Stock Option
granted under the Plan may be exercised shall not, as to any particular
Incentive Stock Option, be less than the fair market value of the
Common Stock at the time such Incentive Stock Option is granted. For
such purposes, the price will be the closing price on such date.
(ii) In the case of an Employee who owns Common Stock
representing more than ten percent (10%) of the outstanding Common
Stock at the time the Incentive Stock Option is granted, the Incentive
Stock Option price shall not be less than one hundred and ten percent
(110%) of the fair market value of the Common Stock at the time the
Incentive Stock Option is granted.
(b) Payment.
Full payment for each share of Common Stock purchased upon the exercise of
any Incentive Stock Option granted under the Plan shall be made at the time of
exercise of each such Incentive Stock Option and shall be paid in cash (in
United States Dollars), bank check, Common Stock or a combination of cash and
Common Stock. Common Stock utilized in full or partial payment of the exercise
price shall be valued at its fair market value at the date of exercise. The
Corporation shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No shares of Common Stock shall be issued
until full payment therefore has been received by the Corporation, and no
Optionee shall have any of the rights of a shareholder of the Corporation until
shares of Common Stock are issued to him.
(c) Term of Incentive Stock Option.
The term of each Incentive Stock Option granted pursuant to the Plan shall
be tot more than ten (10) years from the date each such Incentive Stock Option
is granted, provided that in the case of an Employee who owns stock representing
more than 10% of the Common Stock outstanding at the time the Incentive Stock
Option is granted, the term of the Incentive Stock Option shall not exceed five
(5) years.
(d) Exercise Generally.
Except as otherwise provided in Section 9 hereof, no Incentive Stock Option
may be exercised unless the Optionee shall have been in the employ of the
Corporation at all times during the period beginning with the date of grant of
any such Incentive Stock Option and ending on the date three (3) months prior to
the date of exercise of any such Incentive Stock Option. The Committee may
impose
<PAGE>
additional conditions upon the right of an Optionee to exercise any Incentive
Stock Option granted hereunder which are not inconsistent with the terms of the
Plan or the requirements for qualification as an Incentive Stock Option under
Section 422 of the Code.
(e) Transferability.
Any Incentive Stock Option granted pursuant to the Plan shall be exercised
during any Optionee's lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution.
8. Terms and Conditions of Non-Incentive Stock Options. Each Non-Incentive Stock
Option granted pursuant to the Plan shall be evidenced by an instrument in such
form as the Committee shall from time to time approve. Each and every
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions:
(a) Option Price.
The exercise price per share of Common Stock for each Non-Incentive Stock
Option granted pursuant to the Plan, other than Options granted under Section
7(a) of the Plan, shall be such price as the Committee may determine in its sole
discretion.
(b) Payment.
Full payment for each share of Common Stock purchased upon the exercise of
any Non-Incentive Stock Option granted under the Plan shall be made at the time
of exercise of each such Non-Incentive Stock Option and shall be paid in cash
(in United States Dollars), bank check, Common Stock or a combination of cash
and Common Stock. Common Stock utilized in full or partial payment of the
exercise price shall be valued at its fair market value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No shares of Common Stock shall be issued
until full payment therefor has been received by the Corporation and no Optionee
shall have any of the rights of a shareholder of the Corporation until the
shares of Common Stock are issued to him.
(c) Term.
The term of each Non-Incentive Stock Option granted pursuant to the Plan
shall be not more than ten (10) years from the date each such Non-Incentive
Stock Option is granted.
(d) Exercise Generally.
The Committee may impose additional conditions upon the right of any
Participant to exercise any Non-Incentive Stock Option granted hereunder which
are not inconsistent with the terms of the Plan.
(e) Transferability.
Any Non-Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.
<PAGE>
9. Effect of Termination of Employment. Disability or Death on Incentive Stock
Options.
(a) Termination of Employment.
In the event that any Optionee's employment by the Corporation shall
terminate for any reason, other than Permanent and Total Disability (as such
term is defined in Section 22(e)(3) of the Code) or death, all of any such
Optionee's Incentive Stock Options, and all of any such Optionee's rights to
purchase or receive shares of Common Stock pursuant thereto, shall automatically
terminate on 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 Optionee was entitled to exercise any such Incentive Stock Options at
the date of such termination of employment. In the event that a subsidiary
ceases to be a subsidiary of the Corporation, the employment of all of its
employees who are not immediately thereafter employees of the Corporation shall
be deemed to terminate upon the date such subsidiary so ceases to be a
subsidiary of the Corporation.
(b) Disability.
In the event that any Optionee's employment by the Corporation shall
terminate as the result of the Permanent and Total Disability of such Optionee,
such Optionee may exercise any Incentive Stock Options granted to him pursuant
to the Plan at any time prior to the earlier of (i) the respective expiration
dates of any such Incentive Stock Options or (ii) the date which is one (1) year
after the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Incentive Stock Options at
the date of such termination of employment.
(c) Death.
In the event of the death of any Optionee, any Incentive Stock Options
granted to any such Optionee may be exercised by the person or persons to whom
the Optionee's rights under any such Incentive Stock Options pass by will or by
the laws of descent and distribution (including the Optionee's estate during the
period of administration) at any time or to the earlier of (i) the respective
expiration dates of any such Incentive Stock Options or (ii) the date which is
one (1) year after the date of death of such Optionee but only if, and to the
extent that, the Optionee was entitled to exercise any such Incentive Stock
Options at the date of death. For purposes of this Section 9(c), any Incentive
Stock Option held by an Optionee shall be considered exercisable at the date of
his death if the only unsatisfied condition precedent to the exercisability of
such Incentive Stock Option at the date of death is the passage of a specified
period of time.
(d) Incentive Stock Options Deemed Exercisable.
For purposes of Sections 9(a), 9(b) and 9(c) above, any Incentive Stock
Option held by any Optionee shall be considered exercisable at the date of the
termination of his employment if any such Incentive Stock Option would have been
exercisable at such date of termination of employment.
(e) Termination of Incentive Stock Options.
To the extent that any Incentive Stock Option granted under the Plan to any
Optionee whose employment by the Corporation terminates shall not have been
exercised within the applicable period set forth in this Section 9, any such
Incentive Stock Option, and all rights to purchase or receive shares of Common
Stock pursuant thereto, as the case may be, shall terminate on the last day of
the applicable period.
<PAGE>
10. Effect of Termination of Employment, Disability or Death on Non-Incentive
Stock Options. The terms and conditions of Non-Incentive Stock Options relating
to the effect of the termination of an Optionee's employment, disability of an
Optionee or his death shall be such terms and conditions as the Committee shall,
in its sole discretion, determine at the time of termination.
11. Right of Repurchase and Restrictions on Disposition. The Committee, in its
sole discretion, may include, as a team of any Incentive Stock Option or
Non-Incentive Stock Option, the right (the "Repurchase Right"), but not the
obligation, to repurchase all or any amount of the Shares acquired by an
Optionee pursuant to the exercise of any such Options. The intent of the
Repurchase Right is to encourage the continued employment of the Optionee. The
Repurchase Right shall provide for, among other things, a specified duration of
the Repurchase Right, a specified price per Share to be paid upon the exercise
of the Repurchase Right and a restriction on the disposition of the Shares by
the Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the Corporation to transfer or assign such right to another party. The
Corporation may exercise the Repurchase Right only to the extent permitted by
applicable law.
12. Stock Appreciation Rights. A Stock Appreciation Right shall, upon its
exercise, entitle the Participant to whom such Stock Appreciation was granted to
receive a number of Shares or cash or combination thereof, as the Committee in
its discretion shall determine, the aggregate value of which (i.e., the sum of
the amount of cash and/or the fair market value of such Shares on date of
exercise) shall equal (as nearly as possible, it being understood that the
Corporation shall not issue any fractional shares) the amount by which the fair
market value per Share on the date of such exercise shall exceed the exercise
price of such Stock Appreciation Right, multiplied by the number of Shares with
respect of which such Stock Appreciation Right shall have been exercised. A
Stock Appreciation Right may be related to an Option or may be granted
independently of any Option as the Committee shall determine whether and to what
extent a Related Stock Appreciation Right shall be granted with respect thereto;
provided however and notwithstanding any other provision of the Plan, that if
the Related Option is an Incentive Stock Option, the Related Stock Appreciation
Right shall satisfy all the restrictions and limitations of Section 7 hereof as
if such Related Stock Appreciation Right were an Incentive Stock Option. In the
case of a Related Option, such Related Option shall cease to be exercisable to
the extent of the Shares with respect to which the Related Stock Appreciation
Right was exercised. Upon the exercise or termination of a Related Option, any
Related Stock Appreciation Right shall terminate to the extent to which the
Shares with respect to which the Related Option was exercised or terminated.
13. Recapitalization, Merger, Consolidation, Change in Control and Similar
Transactions.
(a) Adjustment.
Subject to any required action by the shareholders of the Corporation, the
aggregate number of shares of Common Stock for which stock options may be
granted hereunder, the number of shares of Common Stock covered by each
outstanding stock option, and the exercise price per share of Common Stock of
each such stock option, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend (but only on the Common Stock) or any other increase or decrease
in the number of such shares of Common Stock effected without the receipt of
consideration by the Corporation.
(b) Change in Control.
All outstanding Stock Options shall become immediately exercisable in the
event of a change in control or imminent change in control of the Corporation,
as determined by a Committee. In the event of
<PAGE>
such a change in control or imminent change in control, the Optionee shall, at
the discretion of the Committee, be entitled to receive cash in an amount equal
to the fair market value of the Common Stock subject to any Incentive or
Non-Incentive Stock Option over the Option Price of such shares, in exchange for
the surrender of such Options by the Optionee on that date. For purposes of this
Section, "change in control" shall mean: (i) the execution of an agreement for
the sale of all, or a material portion, of the assets of the Corporation; (ii)
the execution of an agreement for a merger or recapitalization of the
Corporation or any merger or recapitalization whereby the Corporation is not the
surviving entity; (iii) a change in control of the Corporation, as otherwise
defined or determined by the Office of Thrift Supervision or regulations
promulgated by it; or (iv) the acquisition, directly or indirectly, of the
beneficial ownership (within the meaning of that term as it is used in Section
13(d) of the Securities Exchange Act of 1934, as amended and the rules
promulgated thereunder) of ten percent (10%) or more of the outstanding voting
securities of the Corporation by any person, trust, entity or group. The term
"person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. For
purposes of this Section, "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Corporation. The decision of the Committee as to whether
a change in control or imminent change in control has occurred shall be
conclusive and binding.
(c) Extraordinary Corporate Action.
Subject to any required action by the shareholders of the Corporation, in
the event of any Change in Control, recapitalization, merger, consolidation,
exchange of shares, spin-off, reorganization, tender offer, liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of shares of Common Stock subject to
each stock option, the exercise price per share of Common Stock, and the
consideration to be given or received by the Corporation upon the exercise of
any outstanding Option;
(ii) cancel any or all previously granted Options, provided that
appropriate consideration is paid to the Optionee in connection therewith;
and/or
(iii) make such other adjustments in connection with the Plan as the
Committee, in its sole discretion, deems necessary, desirable, appropriate or
advisable; provided, however, that no action shall be taken by the Committee
which would cause Incentive Stock Options granted pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.
Except as expressly provided in Section 13(a) and 13(b) hereof, no Optionee
shall have any rights by reason of the occurrence of any of the events described
in this Section 13.
(d) Acceleration.
The Committee shall at all times have the power to accelerate the exercise
date of Options previously granted under the Plan.
14. Time of Granting Options. The date of grant of an Option under the Plan
shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the determination shall be
given to each Employee to whom an Option is so granted within a reasonable time
after the date of such
<PAGE>
15. Effective Date. The Plan shall become effective on September 18, 1992.
Options may be granted prior to ratification of the Plan by the stockholders if
the exercise of such Options is subject to such stockholder ratification.
16. Approval of Stockholders. The Plan shall be approved by stockholders of the
Corporation within twelve (12) months before or after the date it becomes
effective.
17. Modification of Options. At any time and from time to time, the Board may
authorize the Committee to direct the execution of an instrument providing for
the modification of any outstanding Option, provided no such modification,
extension or renewal shall confer on the holder of said Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially decrease the Optionee's benefits under the Option
without the consent of the holder of the Option, except as otherwise permitted
under Section 18 hereof.
18. Amendment and Termination of the Plan.
(a) Action of the Board.
The Board may alter, suspend or discontinue the Plan, except that no action
of the Board may increase (other than as provided in Section 13) the maximum
number of shares permitted to be optioned under the Plan, materially increase
the benefits accruing to Participants under the Plan or materially modify the
requirements for eligibility for participation in the Plan unless such action of
the Board shall be subject to approval or ratification by the shareholders of
the Corporation.
(b) Change in Applicable Law.
Notwithstanding any other provision contained in the Plan, in the event of
a change in any Federal or state law, rule or regulation which would make the
exercise of all or part of any previously granted Incentive and/or Non-Incentive
Stock Option unlawful or subject the Corporation to any penalty, the Committee
may restrict any such exercise without the consent of the Optionee or other
holder thereof in order to comply with any such law, rule or regulation or to
avoid any such penalty.
19. Conditions Upon Issuance of Shares. Shares shall not be issued with respect
to any Option granted under the Plan unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.
The inability of the Corporation to obtain from any regulatory body or
authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the Corporation of any
liability with respect to the nonissuance of such Shares.
As a condition to the exercise of an Option, the Corporation may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
20. Reservation of Shares. During the term of the Plan, the Corporation will
reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
21. Unsecured Obligation. No Participant under the Plan shall have any interest
in any fund or special asset of the Corporation by reason of the Plan or the
grant of any Incentive or Non-Incentive
<PAGE>
Stock Option to him/her under the Plan. No trust fund shall be created in
connection with the Plan or any grant of any Incentive or Non-Incentive Stock
Option hereunder and there shall be no required funding of amounts which may
become payable to any Participant.
22. Withholding Tax. The Corporation shall have the right to deduct from all
amounts paid in cash with respect to the exercise of a Stock Appreciation Right
under the Plan any taxes required by law to be withheld with respect to such
cash payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Stock Appreciation Right pursuant to
the Plan, the Corporation shall have the right to require the Participant or
such other person to pay the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld.
23. Governing Law. The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, except to the extent that
Federal law shall be deemed to apply.
<PAGE>
EXHIBIT 10.3
<PAGE>
YORK FINANCIAL CORP.
1992 NON-INCENTIVE STOCK OPTION PLAN FOR DIRECTORS
I. Purpose
The purpose of the York Financial Corp. Non-Incentive Stock Option Plan for
Directors (the "Directors' Option Plan" or "Plan") is to promote the growth and
profitability of York Financial Corp. (the "Holding Company") and York Federal
Savings and Loan Association (the "Association"), its wholly-owned subsidiary,
and to provide outside directors of the Holding Company with an incentive to
achieve long-term objectives of the Holding Company, attract and retain
non-employee directors of outstanding competence and to provide such outside
directors with an opportunity to acquire an equity interest in the Holding
Company.
II. Grant of Options
(A) Initial Grant to Current Directors. Each director as of October 1 of
each year (for purposes of this Directors' Option Plan the term "Director" shall
mean a member of the Board of Directors of the Holding Company) is eligible to
be granted non-tax qualified stock options to purchase shares of the Common
Stock ("Common Stock") subject to adjustment as provided in Section IV. Each
Director as of each October 1 subsequent to the date of adoption of the Plan by
the Board of Directors shall receive immediately exercisable, non-tax qualified
stock options to purchase 2500 shares per year, to the extent shares reserved
pursuant to this Plan are available. The purchase price per share of the Common
Stock deliverable upon the exercise of each non-tax qualified stock option shall
be the fair market value of the Common Stock on the date of grant.
(B) Fair Market Value. For purposes of this Directors' Option Plan, when
used in connection with Common Stock on a certain date, Fair Market Value means
the reported closing price of the Common Stock as reported on the National
Market System of the National Association of Securities Dealers Automated
Quotation System ("NASDAQ NMS") or such other national securities exchange on
which the shares are traded on the last business day before the date of grant.
III. Terms and Conditions
(A) Self-Administration. The grant of options under the Plan shall be made
pursuant to Section II(A). Accordingly, the Plan should be deemed to be
self-administered under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
(B) Option Agreement. Each option shall be evidenced by a written option
agreement between the Holding Company and the Director specifying the number of
shares of Common Stock that may be acquired through its exercise and containing
such other terms and conditions which are not inconsistent with the terms of
this grant.
(C) Termination of Option. Each option shall expire (i) one hundred and
twenty (120) months following the date of grant. If the Director dies before
fully exercising any portion of an option then exercisable, such option may be
exercised by such Director's personal representative(s), heir(s) or devisee(s)
at any time within the one (1) year period following his or her death; provided,
however, that in no event shall the option be exercisable more than one hundred
and twenty (120) months after the date grant. If the Director is terminated for
cause all options awarded to him shall expire upon such termination.
<PAGE>
(D) Manner of Exercise. The option may be exercised from time to time, in
whole or in part, by delivering a written notice of exercise to the President of
the Holding Company. Such notice is irrevocable and must be accompanied by full
payment of the purchase price in cash or by such other means as determined by
the Board of Directors.
(E) Transferability. Each option granted hereby may be exercised only by
the Director to whom it is issued or in the event of the Director's death, his
or her personal representative(s), heir(s) or devisee(s) pursuant to the terms
of Section III(C).
(F) Change of Control. In the event of such a change in control or immanent
change in control of the Holding Company, the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value of
the Common Stock subject to any option over a option such shares, in exchange
for the surrender of such options by the optionee on that date. For purposes of
this Section, "change in control" shall mean: (i) the execution of an agreement
for the sale of all, or a material portion, of the assets of the Holding
Company; (ii) the execution of an agreement for a merger or recapitalization of
the Holding Company or any merger or recapitalization whereby the Holding
Company is not the surviving entity; (iii) a change in control of the Holding
Company, as otherwise defined or determined by the Office of Thrift Supervision
or regulations promulgated by it or, if applicable, by any other applicable bank
regulatory agency; or (iv) the acquisition, directly or indirectly, of the
beneficial ownership (within the meaning of that term as it is used in Section
13(d) of the Securities Exchange Act of 1934, as amended and the rules
promulgated thereunder) of ten percent (10%) or more of the outstanding voting
securities of the Holding Company by any person, trust, entity or group. The
term "person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. For
purposes of this Section, "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Holding Company.
IV. Common Stock Subject to the Directors' Option Plan
The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Holding Company as treasury stock. The number of shares of Common Stock
reserved for issuance under this Directors' Option Plan shall not exceed 60,000
shares of the Common Stock of the Holding. Company, par value $1.00 per share,
subject to adjustments pursuant to this Section IV. Any shares of Common Stock
subject to an option which for any reason either terminates unexercised or
expires, shall again be available for issuance under this Directors' Option
Plan.
In the event of any change or changes in the outstanding Common Stock by
reason of a stock dividend or split, recapitalization, reorganization, merger,
consolidation, split-off, combination or any similar corporate change, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock which
may be issued under this Directors' Option Plan, the number of shares of Common
Stock subject to options granted or to be granted under this Directors' Option
Plan, and the option price of such options, shall be automatically adjusted to
prevent dilution or enlargement of the rights granted to a Director under this
Directors' Option Plan.
<PAGE>
V. Effective Date of the Plan; Shareholder Ratification
The Directors' Option Plan was adopted by the Board of Directors on
September 18,1992 and shall become effective upon ratification by stockholders
of the Holding Company at the first annual or special meeting of stockholders
held after adoption of the Plan by the Board of Directors. Following the
adoption by the Board of Directors, this Directors' Option Plan shall be
presented to shareholders of the Company for ratification for purposes of (i)
obtaining favorable treatment under Section 16(b) of the Securities Exchange Act
of 1934; and (ii) maintaining listing on the NASDAQ NMS or such other national
securities exchange on which the Common Stock is traded; provided, however, that
the failure to obtain shareholder ratification will not effect the validity of
the Plan and the options granted thereunder.
VI. Termination of the Plan
The right to grant options under this Directors' Option Plan will terminate
upon the earlier of ten years after the Effective Date of the Plan, the issuance
of the Common Stock or exercise of options equal to the maximum number of shares
of Common Stock reserved for under this Plan. A majority of the outstanding
shares of the Common Stock entitled to vote is required to terminate this Plan;
provided, however, no such termination shall, without the consent of the
affected individual, affect such individual's rights under a previously granted
option.
VII. Applicable Law
The Plan will be administered in accordance with the laws of the
Commonwealth of Pennsylvania to the extent not superseded by Federal law.
<PAGE>
EXHIBIT 10.4
<PAGE>
YORK FINANCIAL CORP.
1995 NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
I. Purpose
The purpose of the York Financial Corp. 1995 Non-Qualified Stock Option
Plan for Directors (the "Directors' Option Plan" or "Plan") is to promote the
growth and profitability of York Financial Corp. (the "Holding Company") and
York Federal Savings and Loan Association (the "Association"), its wholly-owned
subsidiary, and to provide directors of the Holding Company with an incentive to
achieve long-term objectives of the Holding Company, attract and retain
directors of outstanding competence and to provide such directors with an
opportunity to acquire an equity interest in the Holding Company.
II. Grant of Options
(A) Initial Grants. Upon the effective date of the Plan (as set forth in
Section V hereof), each Director shall receive a grant of an immediately
exercisable non-tax qualified stock option covering 15,000 shares of the Common
Stock of the Holding Company (the "Common Stock") at an exercise price equal to
100% of the Fair Market Value of the Common Stock. For purposes of the Plan,
"Director" shall mean a member of the Board of Directors of the Holding Company,
including any director who is an employee of the Holding Company.
(B) Grants Current Directors. Each Director as of each October 1 subsequent
to the date of adoption of the Plan by the Board of Directors shall receive an
immediately exercisable, nontax qualified stock option to purchase 2,500 shares
per year to the extent shares reserved pursuant to this Plan are available at an
exercise price equal to 100% of the Fair Market Value of the Common Stock.
(C) Fair Market Value. For purposes of this Directors' Option Plan, when
used in connection with Common Stock on a certain date, "Fair Market Value"
means the reported closing price of the Common Stock on the Nasdaq Stock Market
or such other national securities exchange on which the shares are traded on the
last business day before the date of grant.
III. Terms and Conditions
(A) Self-Administration. The grant of options under the Plan shall be made
pursuant to Section 11. Accordingly, the Plan should be deemed to be
self-administered under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
(B) Option Agreement. Each option shall be evidenced by a written option
agreement between the Holding Company and the Director specifying the number of
shares of Common Stock that may be acquired through its exercise and containing
such other terms and conditions which are not inconsistent with the terms of
this grant.
(C) Termination of Option. Each option shall expire one hundred and twenty
(120) months following the date of grant. If the Director dies before fully
exercising any portion of as option then exercisable, such option may be
exercised by such Director's personal representative(s), heir(s) or devisee(s)
at any time within the one (1) year period following his or her death; provided,
however, that in no event shall the option be exercisable more than one hundred
and twenty (120) months after the date grant. If the Director is terminated for
cause, all options awarded to him shall expire upon such termination.
<PAGE>
(D) Manner of Exercise. The option may be exercised from time to time, in
whole or in part, by delivering a written notice of exercise to the President of
the Holding Company. Such notice is irrevocable and must be accompanied by full
payment of the purchase price in cash or by such other means as determined by
the Board of Directors.
(E) Transferability. Each option granted hereby may be exercised only by
the Director to whom it is issued or in the event of the Director's death, his
or her personal representative(s), heir(s) or devisee(s) pursuant to the terms
of Section III(C).
(F) Change of Control. In the event of a change in control or imminent
change in control of the Holding Company, the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value of
the Common Stock subject to any option over the option price of such shares, in
exchange for the surrender of such options by the optionee on that date. For
purposes of this Section, "change in control" shall mean: (i) the execution of
an agreement for the sale of all, or a material portion, of the assets of the
Holding Company; (ii) the execution of an agreement for a merger or
capitalization of the Holding Company or any merger or recapitalization whereby
the Holding Company is not the surviving entity; (iii) a change in control of
the Holding Company, as otherwise defined or determined by the Office of Thrift
Supervision or regulations promulgated by it or, if applicable, by any other
applicable bank regulatory agency; or (iv) the acquisition, directly or
indirectly, of the beneficial ownership (within the meaning of that term as it
is used in Section13(d) of the Securities Exchange Act of 1934, as amended and
the rules promulgated thereunder) of ten percent (10%) or more of the
outstanding voting securities of the Holding Company by any person, trust,
entity or group. The term "person' refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of. entity not
specifically listed herein. For purposes of this Section, "imminent change in
control" shall refer to any offer or announcement, oral or written, by any
person or persons acting as a group, to acquire control of the Holding Company.
IV. Common Stock Subject to the Directors' Option Plan
The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Holding Company as treasury stock. The number of shares of Common Stock
reserved for issuance under this Directors' Option Plan shall not exceed 300,000
shares of the Common Stock of the Holding Company, par value $1.00 per share,
subject to adjustments pursuant to this Section IV. Any shares of Common Stock
subject to an option which for any reason either terminates unexercised or
expires, shall again be available for issuance under this Directors' Option
Plan.
In the event of any change or changes in the outstanding Common Stock by
reason of a stock dividend or split, recapitalization, reorganization, merger,
consolidation, split-off, combination or any similar corporate change, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock which
may be issued under this Directors' Option Plan, the number of shares of Common
Stock subject to options granted or to be granted under this Directors' Option
Plan, and the option price of such options, shall be automatically adjusted to
prevent dilution or enlargement of the rights granted to a Director under this
Directors' Option Plan.
V. Effective Date of the Plan; Shareholder Ratification
The Directors' Option Plan was effective upon adoption by the Board of
Directors on January 6, 1995, subject to shareholder approval. This Directors'
Option Plan shall be presented to shareholders of the Holding Company at the
first annual meeting of shareholders following the effective date for
<PAGE>
ratification for purposes of (i) obtaining favorable treatment under Section
16(b) of the Securities Exchange Act of 1934; and (ii) maintaining listing on
the Nasdaq Stock Market or such other national securities exchange on which the
Common Stock is traded.
VI. Amendment; Termination of the Plan
The Board of Directors of the Holding Company may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply. The right to grant options under this
Directors' Option Plan will terminate upon the earlier of ten years after the
Effective Date of the Plan, or upon the issuance of the Common Stock or exercise
of options equal to the maximum number of shares of Common Stock reserved for
issuance under this Plan. A majority of the outstanding shares of the Common
Stock entitled to vote is required to terminate this Plan; provided, however, no
such termination shall, without the consent of the affected individual, affect
such individual's rights under a previously granted option.
VII. Applicable Law
The Plan will be administered in accordance with the laws of the
Commonwealth of Pennsylvania, to the extent not superseded by Federal law.
<PAGE>
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE>
[Letterhead of Arthur Anserson]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation in
this registration statement of our report dated January 19, 2000 included in
Harris Financial, Inc.'s Form 10-K for the year ended December 31, 1999.
/s/ Arthur Anderson LLP
Lancaster, PA
December 13, 2000
