As filed with the Securities and Exchange Commission on August 5, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
----------
FIRST ROBINSON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 36-4145294
incorporation or organization) (I.R.S. Employer Identification No.)
501 East Main Street, Robinson, Illinois 62454
(Address of principal executive offices) (Zip Code)
FIRST ROBINSON FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Gary A. Lax, P.C.
Matt A. Mullins, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor, East Tower
1100 New York Avenue, NW
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
---------------- ------------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 103,155 shares(1) $ 17.1875(2) $1,772,976.50(2) $524.00(2)
Interests in First Robinson Financial Corporation
1998 Stock Option and Incentive Plan N/A(3) N/A(3) N/A(3) N/A(3)
====================================================================================================================================
</TABLE>
- ----------
(1) Estimated maximum aggregate number of shares of First Robinson Financial
Corporation common stock purchased and purchasable with employer and
employee contributions under the Plan during the next two years.
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee, at $17.1875 per share, which was the average of the
closing bid and asked prices of the common stock of First Robinson
Financial Corporation on August 4, 1998 as reported on the OTC Electronic
Bulletin Board System.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein. In accordance
with Rule 457(h)(2), no separate fee calculation is made for plan
interests.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the First Robinson Financial
Corporation 1998 Stock Option and Incentive Plan (the "Plan") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by First Robinson
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended March
31, 1998 (File No. 0-29276) filed pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by audited financial statements
contained in the prospectus referred to in Item 3(a) above; and
(c) the description of the common stock, par value $.01 per share, of the
Registrant contained in the Registrant's Registration Statement on Form S-1
(File No. 333-23625) filed with the Commission on March 19, 1997 and all
amendments thereto or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, 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 incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein 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 and the
Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, First Robinson Financial Corporation, 501 East Main Street, Robinson,
Illinois 62454, telephone number (618) 544-8621.
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
II-1
<PAGE>
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding Company shall be indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in connection with his activities as a director or officer or as a
director or officer of another company, if the director or officer held such
position at the request of the Holding Company. Delaware law requires that such
director, officer, employee or agent, in order to be indemnified, must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding Company and, with respect to any criminal action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Holding Company, agreement, vote of stockholders or disinterested
directors or otherwise.
These provisions may have the effect of deterring shareholder derivative
actions, since the Holding Company may ultimately be responsible for expenses
for both parties to the action. A similar effect would not be expected for
third-party claims.
In addition, the Certificate of Incorporation and Delaware law also provide
that the Holding Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Holding Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Holding Company has
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law. The Holding Company intends to obtain such
insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
II-2
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Reference to Prior
Regulation S-K Filing or
Exhibit Exhibit Number
Number Document Attached Hereto
- ------------------ --------------------------------------------------------------------- --------------------
<S> <C> <C>
4 Instruments Defining the Rights of Security
Holders, Including Indentures:
Certificate of Incorporation of First Robinson
Financial Corporation......................................... *
Bylaws of First Robinson Financial Corporation................ *
Form of Stock Certificate of First Robinson
Financial Corporation......................................... *
First Robinson Financial Corporation
1998 Stock Option and Incentive Plan.......................... Attached as Exhibit
4.1
First Robinson Financial Corporation 1998 Stock
Option and Incentive Plan Non-Qualified Stock Option
Agreement and Incentive Stock Option
Agreement.................................................... Attached as Exhibit
4.2
5 Opinion of Silver, Freedman & Taff, L.L.P............................. Attached as Exhibit 5
15 Letter on unaudited interim financial
information........................................................... Not Applicable
23 Consents of Experts and Counsel:
Consent of Larsson, Woodyard & Henson, LLP
certified public accountants.................................. Attached as Exhibit
23.1
Consent of Silver, Freedman & Taff, L.L.P..................... Attached as Exhibit
23.2
24 Power of Attorney..................................................... Contained on
Signature Page
26 Invitations for Competitive Bids...................................... Not Applicable
99 Additional Exhibits................................................... Not Applicable
</TABLE>
- ----------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 333-23625 ) filed with the Commission on March 19, 1997 and all
amendments thereto or reports filed for the purpose of updating such
description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
II-3
<PAGE>
The Company hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
Item 9. Undertakings.
(a) 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 plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act and each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-4
<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 the requirements for filing on Form S-8 and the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Robinson, State of Illinois, on August
5, 1998.
FIRST ROBINSON FINANCIAL CORPORATION
By: /s/ Rick L. Catt
---------------------------------
Rick L. Catt, Director, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rick L. Catt, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming said attorney-in-fact and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date as indicated.
/s/ Rick L. Catt /s/ Scott F. Pulliam
- ------------------------------------------ -----------------------------
Rick L. Catt, Director, President Scott F. Pulliam,
and Chief Executive Officer Chairman of the Board
(Principal Executive and Operating Officer)
Date: August 5, 1998 Date: August 5, 1998
II-5
<PAGE>
/s/ James D. Goodwine /s/ Donald K. Inboden
- --------------------- ---------------------
James D. Goodwine, Director Donald K. Inboden, Director
Date: August 5, 1998 Date: August 5, 1998
/s/ Clell T. Keller /s/ William K. Thomas
- ------------------- ---------------------
Clell T. Keller, Director William K. Thomas, Director
Date: August 5, 1998 Date: August 5, 1998
II-6
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
FIRST ROBINSON FINANCIAL CORPORATION
================================================================================
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Reference to Prior Filing or
Page Number in Sequentially
Exhibit Numbered Registration
Number Statement
- -------------- ------------------------------------------------------------ ---------------------------
<S> <C> <C>
4 Instruments Defining the Rights of Security Holders,
Including Indentures:
Certificate of Incorporation of First Robinson Financial *
Corporation
Bylaws of First Robinson Financial Corporation *
Form of Stock Certificate of First Robinson Financial *
Corporation
First Robinson Financial Corporation Exhibit 4.1
1998 Stock Option and Incentive Plan
First Robinson Financial Corporation 1998 Stock Option Exhibit 4.2
and Incentive Plan Non-Qualified Stock Option
Agreement and Incentive Stock Option Agreement
5 Opinion of Silver, Freedman & Taff, L.L.P. Exhibit 5
23.1 Consent of Larsson, Woodyard & Henson, LLP Exhibit 23.1
23.2 Consent of Silver, Freedman & Taff, L.L.P. Exhibit 23.2
24 Power of Attorney Contained on signature page.
</TABLE>
- ----------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 333-23625) filed with the Commission on March 19, 1997 and all
amendments thereto or reports filed for the purpose of updating such
description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
Exhibit 4.1
<PAGE>
FIRST ROBINSON FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, officers and employees of the Corporation
and its Affiliates. It is intended that designated Options granted pursuant to
the provisions of this Plan to persons employed by the Corporation or its
Affiliates will qualify as Incentive Stock Options. Options granted to persons
who are not employees will be Non-Qualified Stock Options.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section
424(e) and (f), respectively, of the Code.
"Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, a Stock Appreciation Right, a Limited Stock
Appreciation Right, or of Restricted Stock, or any combination thereof, as
provided in the Plan.
"Bank" - means First Robinson Savings Bank, National Association.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3 hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as a director, advisory director, officer or
employee of the Corporation or an Affiliate, except that when used with
respect to persons granted an Incentive Stock Option means the absence of
any interruption or termination of service as an Employee of the
Corporation or an Affiliate. Service 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 its successor. With respect to any advisory director,
Continuous Service shall mean availability to perform such functions as may
be required of the Corporation's or Affiliate's advisory directors.
"Corporation" - means First Robinson Financial Corporation, a Delaware
corporation.
"Employee" - means any person, including an officer or director, who
is employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act of 1974,
as amended.
II-1
<PAGE>
"Exercise Price" - means (i) in the case of an Option, the price per
Share at which the Shares subject to such Option may be purchased upon
exercise of such Option and (ii) in the case of a Right, the price per
Share (other than the Market Value per Share on the date of exercise and
the Offer Price per Share as defined in Section 10 hereof) which, upon
grant, the Committee determines shall be utilized in calculating the
aggregate value which a Participant shall be entitled to receive pursuant
to Sections 9, 10 or 13 hereof upon exercise of such Right.
"Incentive Stock Option" - means an option to purchase Shares granted
by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.
"Limited Stock Appreciation Right" - means a stock appreciation right
with respect to Shares granted by the Committee pursuant to Sections 6 and
10 hereof.
"Market Value" - means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) of a
Share on the Composite Tape for the New York Stock Exchange-Listed Stocks,
or, if on such date the Shares are not quoted on the Composite Tape, on the
New York Stock Exchange, or, if the Shares are not listed or admitted to
trading on such Exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which the
Shares are listed or admitted to trading, or, if the Shares are not listed
or admitted to trading on any such exchange, the mean between the closing
high bid and low asked quotations with respect to a Share on such date on
the Nasdaq Stock Market or any similar system then in use, or, if no such
quotations are available, the fair market value on such date of a Share as
the Committee shall determine.
"Non-Employee Director" - means a director who a) is not currently an
officer or employee of the Corporation; b) is not a former employee of the
Corporation who receives compensation for prior services (other than from a
tax-qualified retirement plan); c) has not been an officer of the
Corporation; d) does not receive remuneration from the Corporation in any
capacity other than as a director; and e) does not possess an interest in
any other transactions or is not engaged in a business relationship for
which disclosure would be required under Item 404(a) or (b) of Regulation
S-K.
"Non-Qualified Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof, which option is not
intended to qualify under Section 422(b) of the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" - means any director, officer or Employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award and any director or advisory director of the Corporation who is
granted an Award pursuant to Section 21 hereof.
"Plan" - means the 1998 Stock Option and Incentive Plan of the
Corporation.
II-2
<PAGE>
"Related" - means (i) in the case of a Right, a Right which is granted
in connection with, and to the extent exercisable, in whole or in part, in
lieu of, an Option or another Right and (ii) in the case of an Option, an
Option with respect to which and to the extent a Right is exercisable, in
whole or in part, in lieu thereof has been granted.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect
under Section 11 hereof with respect to Restricted Stock awarded under the
Plan.
"Restricted Stock" - means Shares which have been contingently awarded
to a Participant by the Committee subject to the restrictions referred to
in Section 11 hereof, so long as such restrictions are in effect.
"Right" - means a Limited Stock Appreciation Right or a Stock
Appreciation Right.
"Shares" - means the common stock, par value $0.01 per share, of the
Corporation.
"Stock Appreciation Right" - means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Sections 6 and 9
hereof.
3. Administration. The Plan shall be administered by a Committee consisting
of two or more members, each of whom shall be a Non-Employee Director. The
members of the Committee shall be appointed by the Board of Directors of the
Corporation. Except as limited by the express provisions of the Plan, the
Committee shall have sole and complete authority and discretion to (i) select
Participants and grant Awards; (ii) determine the number of Shares to be subject
to types of Awards generally, as well as to individual Awards granted under the
Plan; (iii) determine the terms and conditions upon which Awards shall be
granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all determinations
deemed necessary or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a ma jority of the Committee without a meeting,
shall be acts of the Committee.
4. Participation in Committee Awards. The Committee may select from time to
time Participants in the Plan from those directors (including advisory
directors), officers and Employees, of the Corporation or its Affiliates who, in
the opinion of the Committee, have the capacity for contributing to the
successful performance of the Corporation or its Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 12% of the total issued and outstanding Shares of the
Corporation on the date of ratification of the Plan by the Corporation's
stockholders. The Shares with respect to which Awards may be made under the Plan
may be either authorized and unissued shares or issued shares heretofore or
hereafter reacquired and held as treasury shares. Shares which are subject to
Related Rights and Related Options shall be counted only once in determining
whether the maximum number of Shares with
II-3
<PAGE>
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 Right which terminates or with respect to Restricted Stock which
is forfeited, and new Awards may be granted under the Plan with respect to the
number of Shares as to which such termination or forfeiture has occurred.
6. General Terms and Conditions of Options and Rights. The Committee shall
have full and complete authority and discretion, except as expressly limited by
the Plan, to grant Options and/or Rights and to provide the terms and conditions
(which need not be identical among Participants) thereof. In particular, the
Committee shall prescribe the following terms and conditions: (i) the Exercise
Price of any Option or Right, which shall not be less than the Market Value per
Share at the date of grant of such Option or Right, (ii) the number of Shares
subject to, and the expiration date of, any Option or Right, which expiration
date shall not exceed ten years from the date of grant, (iii) the manner, time
and rate (cumulative or otherwise) of exercise of such Option or Right, and (iv)
the restrictions, if any, to be placed upon such Option or Right or upon Shares
which may be issued upon exercise of such Option or Right. The Committee may, as
a condition of granting any Option or Right, require that a Participant agree
not to thereafter exercise one or more Options or Rights previously granted to
such Participant.
7. Exercise of Options or Rights.
(a) Except as provided herein, an Option or Right granted under the Plan
shall be exercisable during the lifetime of the Participant to whom such Option
or Right was granted only by such Participant and, except as provided in
paragraphs (c) and (d) of this Section 7, no such Option or Right may be
exercised unless at the time such Participant exercises such Option or Right,
such Participant has maintained Continuous Service since the date of grant of
such Option or Right.
(b) To exercise an Option or Right under the Plan, the Participant to whom
such Option or Right was granted shall give written notice to the Corporation in
form satisfactory to the Committee (and, if partial exercises have been
permitted by the Committee, by specifying the number of Shares with respect to
which such Participant elects to exercise such Option or Right) together with
full payment of the Exercise Price, if any and to the extent required. The date
of exercise shall be the date on which such notice is received by the
Corporation. Payment, if any is required, shall be made either (i) in cash
(including check, bank draft or money order) or (ii) if permitted by the
Committee, by delivering (A) Shares already owned by the Participant and having
a fair market value equal to the applicable Exercise Price, such fair market
value to be determined in such appropriate manner as may be provided by the
Committee or as may be required in order to comply with or to conform to
requirements of any applicable laws or regulations, or (B) a combination of cash
and such Shares.
(c) If a Participant to whom an Option or Right was granted shall cease to
maintain Continuous Service for any reason, other than termination for cause,
such Participant may, but only within the period of three years immediately
succeeding such cessation of Continuous Service and in no event after the
expiration date of such Option or Right, exercise such Option or Right to the
extent that such Participant was entitled to exercise such Option or Right at
the date of such cessation, provided, however, that such right of exercise after
cessation of Continuous Service shall not be available to a Participant if the
Committee otherwise determines and so provides in the applicable instrument or
instruments evidencing the grant of such Option or Right. If a Participant
II-4
<PAGE>
to whom an Option or Right was granted shall cease to maintain Continuous
Service by reason of death, disability or retirement then, unless the Committee
shall have otherwise provided in the instrument evidencing the grant of an
Option or Right, all Options and Rights granted and not fully exercisable shall
become exercisable in full upon the happening of such event and shall remain so
exercisable (i) in the event of death for the period described in paragraph (d)
of this Section 7 and (ii) in the event of disability or retirement for a period
of three years following such date. If the Con tinuous Service of a Participant
to whom an Option or Right was granted by the Corporation is terminated for
cause, all rights under any Option or Right of such Participant shall expire
immediately upon the giving to the Participant of notice of such termination.
(d) In the event of the death of a Participant while in the Continuous
Service of the Corporation or an Affiliate or within the three year period
referred to in paragraph (c) of this Section 7, the person to whom any Option or
Right held by the Participant at the time of his death is transferred by will or
the laws of descent and distribution, or in the case of an Award other than an
Incentive Stock Option, pursuant to a qualified domestic relations order, as
defined in the Code or Title I of ERISA or the rules thereunder may, but only to
the extent such Participant was entitled to exercise such Option or Right as set
forth in paragraph (c) of this Section 7, exercise such Option or Right at any
time within a period of one year succeeding the date of death of such
Participant, but in no event later than ten years from the date of grant of such
Option or Right. Following the death of any Participant to whom an Option was
granted under the Plan, irrespective of whether any Related Right shall have
theretofore been granted to the Participant or whether the person entitled to
exercise such Related Right desires to do so, the Committee may, as an
alternative means of settlement of such Option, elect to pay to the person to
whom such Option is transferred by will or by the laws of descent and
distribution, or in the case of an Option other than an Incentive Stock Option,
pursuant to a qualified domestic relations order, as defined in the Code or
Title I of ERISA or the rules thereunder, the amount by which the Market Value
per Share on the date of exercise of such Option shall exceed the Exercise Price
of such Option, multiplied by the number of Shares with respect to which such
Option is properly exercised. Any such settlement of an Option shall be
considered an exercise of such Option for all purposes of the Plan.
8. Incentive Stock Options. Incentive Stock Options may be granted only to
Participants who are Employees. Any provision of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the
Corporation, and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value per
Share on the date of grant of such Option, and (iii) any Incentive Stock Option
shall not be transferable by the Participant to whom such In centive Stock
Option is granted other than by will or the laws of descent and distribution,
and shall be exercisable during such Participant's lifetime only by such
Participant.
9. 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 shall determine, the aggregate value of which (i.e.,
the sum of the amount of cash and/or 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
Market Value per Share on the date of such exercise shall exceed the Exercise
Price of such Stock Appreciation Right, multiplied by the number
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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 from time to time in
each case determine. At the time of grant of an Option 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 8 hereof as if such Related Stock Appreciation Right were
an Incentive Stock Option and as if other rights which are Related to In centive
Stock Options were Incentive Stock Options. 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 of the Shares with respect to which the
Related Option was exercised or terminated.
10. Limited Stock Appreciation Rights. At the time of grant of an Option or
Stock Appreciation Right to any Participant, the Committee shall have full and
complete authority and discretion to also grant to such Participant a Limited
Stock Appreciation Right which is Related to such Option or Stock Appreciation
Right; provided, however and notwithstanding any other provision of the Plan,
that if the Related Option is an Incentive Stock Option, the Related Limited
Stock Appreciation Right shall satisfy all the restrictions and limitations of
Section 8 hereof as if such Related Limited Stock Appreciation Right were an
Incentive Stock Option and as if all other Rights which are Related to Incentive
Stock Options were Incentive Stock Options. Notwithstanding any other provision
of the Plan, a Limited Stock Appreciation Right shall be exercisable only during
the period beginning on the first day following the date of expiration of any
"offer" (as such term is hereinafter defined) and ending on the forty-fifth day
following such date.
A Limited Stock Appreciation Right shall, upon its exercise, entitle the
Participant to whom such Limited Stock Appreciation Right was granted to receive
an amount of cash equal to the amount by which the "Offer Price per Share" (as
such term is hereinafter defined) or the Market Value on the date of such
exercise, as shall have been provided by the Committee in its discretion at the
time of grant, shall exceed the Exercise Price of such Limited Stock
Appreciation Right, multiplied by the number of Shares with respect to which
such Limited Stock Appreciation Right shall have been exercised. Upon the
exercise of a Limited Stock Appreciation Right, any Related Option and/or
Related Stock Appreciation Right shall cease to be exercisable to the extent of
the Shares with respect to which such Limited Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option or Related Stock
Appreciation Right, any Related Li mited Stock Appreciation Right shall
terminate to the extent of the Shares with respect to which such Related Option
or Related Stock Appreciation Right was exercised or terminated.
For the purposes of this Section 10, the term "Offer" shall mean any tender
offer or exchange offer for Shares other than one made by the Corporation,
provided that the corporation, person or other entity making the offer acquires
pursuant to such offer either (i) 25% of the Shares outstanding immediately
prior to the commencement of such offer or (ii) a number of Shares which,
together with all other Shares acquired in any tender offer or exchange offer
(other than one made by the Corporation) which expired within sixty days of the
expiration date of the offer in question, equals 25% of the Shares outstanding
immediately prior to the commencement of the offer in question. The term "Offer
Price per Share" as used in this Section 10 shall mean the highest price per
Share paid
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<PAGE>
in any Offer which Offer is in effect any time during the period beginning on
the sixtieth day prior to the date on which a Limited Stock Appreciation Right
is exercised and ending on the date on which such Limited Stock Appreciation
Right is exercised. Any securities or property which are part or all of the
consideration paid for Shares in the Offer shall be valued in determining the
Offer Price per Share at the higher of (A) the valuation placed on such
securities or property by the corporation, person or other entity making such
Offer or (B) the valuation placed on such securities or property by the
Committee.
11. Terms and Conditions of Restricted Stock. The Committee shall have full
and complete authority, subject to the limitations of the Plan, to grant awards
of Restricted Stock and, in addition to the terms and conditions contained in
paragraphs (a) through (f) of this Section 11, to provide such other terms and
conditions (which need not be identical among Participants) in respect of such
Awards, and the vesting thereof, as the Committee shall determine and provide in
the agreement referred to in paragraph (d) of this Section 11.
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period, during which or at the
expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 11, the Shares awarded as
Restricted Stock shall vest. Subject to any such other terms and conditions as
the Committee shall provide, Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c), (d) and (e) of this Section 11 and
Section 12 hereof, the Participant as owner of such Shares shall have all the
rights of a stockholder, including but not limited to the right to receive all
dividends paid on such Shares and the right to vote such Shares. The Committee
shall have the authority, in its discretion, to accelerate the time at which any
or all of the restrictions shall lapse with respect to any Shares of Restricted
Stock prior to the expiration of the Restricted Period with respect thereto, or
to remove any or all of such restric tions, whenever it may determine that such
action is appropriate by reason of changes in applicable tax or other laws or
other changes in circumstances occurring after the commencement of such
Restricted Period.
(b) Except as provided in Section 14 hereof, if a Participant ceases to
maintain Continuous Service for any reason (other than death, total or partial
disability or normal or early retirement), unless the Committee shall otherwise
determine, all Shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 11 shall
upon such termination of Continuous Service be forfeited and returned to the
Corporation. Unless the Committee shall have provided in the agreement referred
to in paragraph (d) of this Section 11 for a ratable lapse of restrictions with
respect to an Award of Shares of Restricted Stock during the Restricted Period,
if a Participant ceases to maintain Continuous Service by reason of death,
disability or retirement, such portion of such Shares of Restricted Stock
awarded to such Participant which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this Section
11 as shall be equal to the portion of the Restricted Period with re spect to
such Shares which shall have elapsed at the time of such termination of
Continuous Service shall be free of restrictions and shall not be forfeited.
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<PAGE>
(c) Each certificate in respect of Shares of Restricted Stock awarded under
the Plan shall be registered in the name of the Participant and deposited by the
Participant, together with a stock power endorsed in blank, with the Corporation
and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the First Robinson Financial Corporation 1998
Stock Option and Incentive Plan and an Agreement entered into between the
registered owner and First Robinson Financial Corporation. Copies of such
Plan and Agreement are on file in the offices of the Secretary of First
Robinson Financial Corporation, 501 East Main Street, Robinson, Illinois
62454.
(d) At the time of an Award of Shares of Restricted Stock, the Participant
shall enter into an Agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the Award and such other
matters as the Committee shall in its sole discretion determine.
(e) At the time of an Award of Shares of Restricted Stock, the Committee
may, in its discretion, determine that the payment to the Participant of
dividends declared or paid on such Shares, or specified portion thereof, by the
Corporation shall be deferred until the earlier to occur of (i) the lapse of the
restrictions imposed under paragraph (a) of this Section 11 or (ii) the
forfeiture of such Shares under paragraph (b) of this Section 11, and shall be
held by the Corporation for the account of the Participant until such time. In
the event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the immediately preceding sentence.
(f) At the expiration or lapse of the restrictions imposed by paragraph (a)
of this Section 11, the Corporation shall redeliver to the Participant (or where
the relevant provision of paragraph (b) of this Section 11 applies in the case
of a deceased Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to paragraph (c) of
this Section 11 and the Shares represented by such certificate(s) shall be free
of the restrictions referred to in paragraph (a) of this Section 11.
12. Adjustments Upon Changes in Capitalization. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, re capitalization, stock split, stock dividend,
combination or exchange of Shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number,
class and Exercise Price of Shares as to which Awards may be granted under the
Plan and the number and class of Shares with respect to which Awards theretofore
have been granted under the Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Any shares of stock or other
securities received, as a result of any of the foregoing, by a Participant with
respect to Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Corporation in the manner
provided in Section 11 hereof.
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<PAGE>
13. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which does not
result in the outstanding Shares being converted into or exchanged for different
securities, cash or other property, or any combination thereof) pursuant to a
plan or agreement the terms of which are binding upon all stockholders of the
Corporation (except to the extent that dissenting stockholders may be entitled,
under statutory provisions or provisions contained in the certificate of
incorporation, to receive the appraised or fair value of their holdings), any
Participant to whom an Option or Right has been granted shall have the right
(subject to the pro visions of the Plan and any limitation applicable to such
Option or Right), thereafter and during the term of each such Option or Right,
to receive upon exercise of any such Option or Right an amount equal to the
excess of the fair market value on the date of such exercise of the securities,
cash or other property, or combination thereof, receivable upon such merger,
consolidation or combination in respect of a Share over the Exercise Price of
such Right or Option, multiplied by the number of Shares with respect to which
such Option or Right shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.
Unless the Committee shall have provided otherwise in the agreement referred to
in paragraph (d) of Section 11 hereof, in the event of any such merger,
consolidation or combination, any Restricted Period shall lapse with respect to
Shares of Restricted Stock awarded at least six months prior to such event, all
such Shares shall be fully vested in the Participants to whom such Shares were
awarded, and the holders of such Shares shall be eligible to receive in respect
thereof the full amount receivable per Share in such merger, consolidation or
combination; provided, however, that the acceleration of vesting of Shares of
Restricted Stock under this Section 13 shall not be applicable if it is intended
that the transaction constituting such merger, consolidation or combination be
accounted for as a pooling of interests under Accounting Principles Board
Opinion No. 16 (or any successor thereto), and operation of this Section 13
would otherwise violate Paragraph 47(c) thereof.
14. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 14 shall be deemed a "change
in control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Corporation with respect to which 25% or more of the
total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, exchange offer, merger or other business combination, sale of
assets or contested election, or combination of the foregoing, the persons who
were directors of the Corporation shall cease to constitute a majority of the
Board of Directors of the Corporation or (iii) the shareholders of the
Corporation shall approve an agreement providing either for a transaction in
which the Corporation will cease to be an independent publicly owned entity or
for a sale or other disposition of all or substantially all the assets of the
Corporation. If the Continuous Service of any Participant of the Corporation or
any Affiliate is involuntarily terminated for whatever reason, at any time
within eighteen months after a change in control, unless the Committee shall
have otherwise provided in the agreement referred to in paragraph (d) of Section
11 hereof, any Restricted Period with respect to Restricted Stock theretofore
awarded to such Participant shall lapse upon such termination and all Shares
awarded as Restricted Stock shall be come fully vested in the Participant to
whom such Shares were awarded. If a tender offer or exchange offer for Shares
(other than such an offer by the Corporation) is commenced, or if the event
specified in clause (iii) above shall occur, unless the Committee shall have
otherwise provided in the
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instrument evidencing the grant of an Option or Stock Appreciation Right, all
Options and Stock Appreciation Rights theretofore granted and not fully
exercisable shall become exercisable in full upon the happening of such event
and shall remain so exercisable for a period of sixty days following such date,
after which they shall revert to being exercisable in accordance with their
terms; provided, however, that the acceleration of vesting or exercisability of
an Award under this Section 14 shall not be applicable if it is intended that
the transaction constituting such change in control be accounted for as a
pooling of interests under Accounting Principles Board Opinion No. 16 (or any
successor thereto), and operation of this Section 14 would otherwise violate
Paragraph 47(c) thereof; and provided further, that no Option or Stock
Appreciation Right which has previously been exercised or otherwise terminated
shall become exercisable.
15. Assignments and Transfers. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution or in the case of
Awards other than Incentive Stock Options pursuant to a qualified domestic
relations order, as defined in the Code or Title I of ERISA or the rules
thereunder.
16. Employee Rights Under the Plan. No director, officer or Employee shall
have a right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no director, officer, Employee or other
person shall have any claim or right to be granted an Award under the Plan or
under any other incentive or similar plan of the Corporation or any Affiliate.
Neither the Plan nor any action taken thereunder shall be construed as giving
any Employee any right to be retained in the employ of the Corporation or any
Affiliate.
17. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other Federal, state or local
securities legislation or regulation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other
action eliminating the necessity of such representation under such Securities
Act or other securities legislation. The Corporation shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed, and (ii) the
completion of such regis tration or other qualification of such Shares under any
state or Federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
18. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Partici pant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such Shares in taxable
income), the Corporation may, in its sole discretion, retain a sufficient number
of Shares held by it to cover the amount required to be withheld. The
Corporation may, in its sole discretion, have the right to deduct from all
dividends paid with respect to Shares of Restricted Stock the amount of any
taxes which the Corporation is required to withhold with respect to such
dividend payments.
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The Corporation may, in its sole discretion, have the right to deduct from
all amounts paid in cash with respect to the exercise of a 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 Right pursuant to the Plan, the Corporation shall
have the right, in its sole discretion, 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.
19. Amendment or Termination. The Board of Directors of the Corporation may
amend, suspend or terminate the Plan or any portion thereof at any time, but
(except as provided in Section 12 hereof) no amendment shall be made without
approval of the stockholders of the Corporation which shall (i) materially
increase the aggregate number of Shares with respect to which Awards may be made
under the Plan, (ii) materially increase the aggregate number of Shares which
may be subject to Awards to Participants who are not Employees or (iii) change
the class of persons eligible to participate in the Plan; provided, however,
that no such amendment, suspension or termination shall impair the rights of any
Participant, without his consent, in any Award theretofore made pursuant to the
Plan.
20. Effective Date and Term of Plan. The Plan shall become effective upon
its ratification by the Corporation's stockholders. It shall continue in effect
for a term of ten years unless sooner terminated under Section 19 hereof.
21. Initial Grant. By, and simultaneously with, the adoption of this Plan,
each member of the Board of Directors of the Corporation at the time of the
stockholders ratification of the Plan who is not an Employee, is hereby granted
a ten year, Non-Qualified Stock Option to purchase 6,189 Shares of the
Corporation's common stock at an Exercise Price per Share equal to the Market
Value of the Corporation's common stock on the date of grant of the Option. Each
such Option shall be evidenced by a Non-Qualified Stock Option agreement in a
form approved by the Board of Directors of the Corporation and shall be subject
in all respects to the terms and conditions of this Plan, which are controlling.
All Options granted pursuant to this Section 21 shall be rounded down to the
nearest whole Share to the extent necessary to ensure that no Options to
purchase stock representing fractional Shares are granted.
II-11
Exhibit 4.2
<PAGE>
FIRST ROBINSON FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
NQSO NO.
This option is granted on July 29, 1998 (the "Grant Date") by First
Robinson Financial Corporation (the "Corporation") to ____________ (the
"Optionee"), in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation hereby grants to the
Optionee an Option (the "Option") to purchase pursuant to the 1998 Stock Option
and Incentive Plan, as the same may from time to time be amended (the "Plan"),
and upon the terms and conditions therein and hereinafter set forth, an
aggregate of _____ shares (the "Option Shares") of the Common Stock, par value
$.01 per share ("Common Stock"), of the Corporation at the price (the "Exercise
Price") of $______ per share. A copy of the Plan as currently in effect, is
incorporated herein by reference and is attached hereto.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing on July 29, 1998 and ending at 5:00 p.m., Robinson, Illinois
time, on the date ten years after the Grant Date, such later time and date being
hereinafter referred to as the "Expiration Date," provided the Optionee has
maintained "Continuous Service" (as defined in the Plan) since Grant Date. This
Option shall vest and become exercisable according to the following schedule:
Date of Vesting % of the options vested
--------------- -----------------------
July 29, 1998 20%
July 29, 1999 20%
July 29, 2000 20%
July 29, 2001 20%
July 29, 2002 20%
During the Exercise Period, only the vested portion of this Option shall be
exercisable in whole at any time or in part from time to time subject to the
provisions of this Agreement.
2. Method of Exercise of This Option. This Option may be exercised at any
time during the Exercise Period by giving written notice to the Corporation
specifying the number of Option Shares to be purchased. The notice must be in
the form prescribed by the committee or its successor (the "Committee") and
directed to the address set forth in Section 10 below. The date of exercise is
the date on which such notice is received by the Corporation. Such notice must
be accompanied by payment in full for the Option Shares to be purchased upon
such exercise. Payment
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shall be made either (i) in cash, which may be in the form of a check, bank
draft, or money order payable to the Corporation, by the Committee, (ii) if the
Committee shall have approved such form of payment, by delivering shares of
Common Stock already owned by the Optionee having a Market Value (as defined in
the Plan) equal to the Exercise Price for the number of Option Shares to be
purchased, or (iii) if the Committee shall have approved such form of payment, a
combination of cash and such shares. Promptly after such payment, subject to
Section 3 below, the Corporation shall issue and deliver to the Optionee or
other person exercising this Option a certificate or certificates representing
the shares of Common Stock so purchased, registered in the name of the Optionee
(or such other person), or, upon request, in the name of the Optionee (or such
other person) and in the name of another jointly with right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The Corporation's
obligation to deliver shares of Common Stock hereunder shall be conditioned upon
the receipt of a representation as to the investment intention of the Optionee
or any other person to whom such shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities law or regulation. In requesting any such
representation, it may be provided that such representation shall become
inoperative upon a registration of such shares or other action eliminating the
necessity of such representation under such Securities Act or other securities
law or regulation. The Corporation shall not be required to deliver any shares
upon exercise of this Option prior to (i) the admission of such shares to
listing on any stock exchange or system on which the shares of Common Stock may
then be listed, and (ii) the completion of such registration or other
qualification of such shares under any state or Federal law, rule or regulation,
as the Committee shall determine to be necessary or advisable.
4. Non-Transferability of This Option. This Option may not be assigned,
encumbered, or transferred except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order, as described
in the Plan, to the extent provided in Section 5 below. Except as provided
herein, this Option is exercisable during the Optionee's lifetime only by the
Optionee. The provisions of this Option shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto, the successors and assigns
of the Corporation and any person to whom this Option is transferred by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order, as described in the Plan.
5. Termination of Service or Death of the Optionee. Except as provided in
the second or third paragraphs of this Section 5 and notwithstanding any other
provision of this Option to the contrary, this Option shall not be exercisable
unless the Optionee, at the time of exercise of this Option, has maintained
"Continuous Service" (as defined in the Plan) since the Grant Date.
If the Optionee shall cease to maintain Continuous Service for any reason
(excluding termination of employment or removal from service as a director,
advisory director or director emeritus by the Corporation or any Affiliate for
cause), the Optionee may, but only within the period of three years immediately
succeeding such cessation of Continuous Service and in no event after the
Expiration Date, exercise this Option to the extent the Optionee was entitled to
exercise this Option at the date of cessation. If the Continuous Service of the
Optionee is terminated by the Corporation or an Affiliate for cause, all rights
under this Option shall expire immediately upon the giving to the Optionee of
notice of such termination.
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<PAGE>
In the event of the death of the Optionee while in Continuous Service of
the Corporation or during the three-year period referred to in the immediately
preceding paragraph, the person to whom the Option has been transferred by will
or by the laws of descent and distribution, or pursuant to a qualified domestic
relations order, as described in the Plan, may, but only to the extent the
Optionee was entitled to exercise this Option upon his death, exercise this
Option at any time within one year following the death of the Optionee, but in
no event after the Expiration Date. Following the death of the Optionee, the
Committee may, as an alternative means of settlement of this Option, elect to
pay to the person to whom this Option is transferred by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order, as
described in the Plan, the amount by which the Market Value (as defined in the
Plan) per share of Common Stock on the date of exercise of this Option shall
exceed the Exercise Price per Option Share, multiplied by the number of Option
Shares with respect to which this Option is properly exercised. Any such
settlement of this Option shall be considered an exercise of this Option for all
purposes of this Option and of the Plan. If the Optionee shall cease to maintain
Continuous Service due to death or disability, this Option shall become
exercisable in full upon the happening of such event and remain exercisable (i)
in the event of death for the one-year period described above or (ii) in the
event of disability or retirement for the three-year period immediately
following such person's termination of service, but in no event shall this
Option be exercisable after the Expiration Date.
6. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation, or
combination in which the Corporation is the continuing entity and which does not
result in the outstanding shares of Common Stock being converted into or
exchanged for different securities, cash or other property, or any combination
thereof) pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions contained
in the certificate of incorporation, to receive the appraised or fair value of
their holdings), the Optionee shall, provided the Option has been granted at
least six months prior to such event, have the right (subject to the provisions
of the Plan and the limitations contained herein), thereafter and during the
Exercise Period, to receive upon exercise of this Option an amount equal to the
excess of the fair market value on the date of such exercise of the securities,
cash or other property, or combination thereof, receivable upon such merger,
consolidation or combination in respect of a share of Common Stock over the
Exercise Price, multiplied by the number of Option Shares with respect to which
this Option shall have been exercised. Such amount may be payable fully in cash,
fully in one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.
7. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Option and the Exercise Price shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
8. Stockholder Rights Not Granted by This Option. The Optionee is not
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
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9. Withholding Tax. Where the Optionee or another person is entitled to
receive Option Shares pursuant to the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person to pay to the
Corporation the amount of any taxes which the Corporation or any of its
Affiliates is required to withhold with respect to such Option Shares, or, in
lieu thereof, to retain, or sell without notice, a sufficient number of shares
to cover the amount required to be withheld or in lieu of any of the foregoing,
to withhold a sufficient sum from the Optionee's compensation payable by the
Corporation to satisfy the Corporation's tax withholding requirements. The
Corporation's method of satisfying its withholding obligations shall be solely
in the discretion of the Corporation, subject to applicable federal, state and
local law.
10. Notices. All notices hereunder to the Corporation shall be delivered or
mailed to it addressed to the Secretary of the Corporation at 619-12th Street,
Lawrenceville, Illinois 62439. Any notices hereunder to the Optionee shall be
delivered personally or mailed to the Optionee's address noted below. Such
addresses for the service of notices may be changed at any time provided written
notice of the change is furnished in advance to the Corporation or the Optionee,
as the case may be.
11. Plan and Plan Interpretations as Controlling. This Option and the terms
and conditions herein set forth are subject in all respects to the terms and
conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.
12. Optionee Service. Nothing in this Option shall limit the rights of the
Corporation or any of its Affiliates to terminate the Optionee's service as a
director, advisory director, director emeritus, officer or employee, or
otherwise impose upon the Corporation or any of its Affiliates any obligation to
employ or accept the services of the Optionee.
13. Optionee Acceptance. The Optionee shall signify his acceptance of the
terms and conditions of this Option by signing in the space provided below and
returning a signed copy hereof to the Corporation at the address set forth in
Section 10 above. In signing this Agreement, the Optionee acknowledges that the
Option Shares may not be sold or otherwise transferred by the Optionee for at
least six months from the Grant Date without creating an obligation under
Section 16 of the Securities Act of 1934, as amended, to pay to the Corporation
any profit on any such transaction.
II-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK
OPTION AGREEMENT to be executed as of the date first above written.
FIRST ROBINSON FINANCIAL CORPORATION
By: ____________________________________
Rick L. Catt, Director, President
and Chief Executive Officer
ACCEPTED:
____________________________________
____________________________________
(Street Address)
____________________________________
(City, State and Zip Code)
II-5
<PAGE>
FIRST ROBINSON FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
ISO NO.
This option is granted on July 29, 1998 (the "Grant Date") by First
Robinson Financial Corporation (the "Corporation") to______________ (the
"Optionee"), in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation hereby grants to the
Optionee an Option (the "Option") to purchase, pursuant to the Corporation's
1998 Stock Option and Incentive Plan, as the same may be from time to time
amended (the "Plan"), and upon the terms and conditions therein and hereinafter
set forth, an aggregate of______ shares (the "Option Shares") of the Common
Stock, par value $.01 per share ("Common Stock"), of the Corporation at the
price (the "Exercise Price") of $______ per share. A copy of the Plan as
currently in effect is incorporated herein by reference and is attached hereto.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing on July 29, 1998 and ending at 5:00 p.m., Robinson, Illinois
time, on the date ten years after the Grant Date, such later time and date being
hereinafter referred to as the "Expiration Date," provided the Optionee has
maintained "Continuous Service" (as defined in the Plan) since the Grant Date.
This Option shall vest and become exercisable according to the following
schedule:
% of the
Date of Vesting Options Vested
--------------- --------------
July 29, 1998 20%
July 29, 1999 20%
July 29, 2000 20%
July 29, 2001 20%
July 29, 2002 20%
During the Exercise Period, only the vested portion of this Option shall be
exercisable in whole at any time or in part from time to time subject to the
provisions of this Agreement, and further subject to the condition that the
aggregate Market Value (as defined in the Plan and as determined as of the Grant
Date) of the Option Shares with respect to which Incentive Stock Options (as
defined in the Plan) are exercisable for the first time by the Optionee in any
calendar year shall not exceed One Hundred Thousand Dollars ($100,000.00). The
Market Value of an Option Share on the date of grant of this Option is $_______.
To the extent that this Option does not qualify as an Incentive Stock Option for
any reason, it shall become a Non-Qualified Stock Option under the Plan.
1
<PAGE>
2. Method of Exercise of This Option. This Option may be exercised during
the Exercise Period by giving written notice to the Corporation specifying the
number of Option Shares to be purchased. The notice must be in the form
prescribed by the committee of the Plan or its successor (the "Committee") and
directed to the address set forth in Section 11 below. The date of exercise is
the date on which such notice is received by the Corporation. Such notice must
be accompanied by payment in full of the Exercise Price for the Option Shares to
be purchased upon such exercise. Payment shall be made either (i) in cash, which
may be in the form of a check, bank draft, or money order payable to the
Corporation, or, if permitted by the Committee (ii) if the Committee shall have
approved such form of payment, by delivering shares of Common Stock already
owned by the Optionee having a Market Value (as defined in the Plan) equal to
the Exercise Price for the number of Option Shares to be purchased, or (iii) if
the Committee shall have approved such form of payment, a combination of cash
and such shares. Promptly after such payment, subject to Section 3 below, the
Corporation shall issue and deliver to the Optionee or other person exercising
this Option a certificate or certificates representing the shares of Common
Stock so purchased, registered in the name of the Optionee (or such other
person), or, upon request, in the name of the Optionee (or such other person)
and in the name of another jointly with right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The Corporation's
obligation to deliver shares of Common Stock hereunder shall be conditioned upon
the receipt of a representation as to the investment intention of the Optionee
or any other person to whom such shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities law or regulation. In requesting any such
representation, it may be provided that such representation shall become
inoperative upon a registration of such shares or other action eliminating the
necessity of such representation under such Securities Act or other securities
law or regulation. The Corporation shall not be required to deliver any shares
upon exercise of this Option prior to (i) the admission of such shares to
listing on any stock exchange or system on which the shares of Common Stock may
then be listed, and (ii) the completion of such registration or other
qualification of such shares under any state or federal law, rule or regulation,
as the Committee shall determine to be necessary or advisable.
4. Non-Transferability of This Option. This Option may not be assigned,
encumbered, or transferred except by will or the laws of descent and
distribution to the extent provided in Section 5 below. Except as provided
herein, this Option is exercisable during the Optionee's lifetime only by the
Optionee. The provisions of this Option shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto, the successors and assigns
of the Corporation and any person to whom this Option is transferred by will or
by the laws of descent and distribution.
5. Termination of Service or Death of the Optionee. Except as provided in
the second or third paragraphs of this Section 5 and notwithstanding any other
provision of this Option to the contrary, this Option shall not be exercisable
unless the Optionee, at the time of exercise of this Option, has maintained
"Continuous Service" (as defined in the Plan) since the Grant Date.
If the Optionee shall cease to maintain Continuous Service for any reason
(excluding termination of employment or removal from service as director,
advisory director or director emeritus by the Corporation or any Affiliate for
cause), the Optionee may, but only within the period of three years immediately
succeeding such cessation of Continuous Service and in no event after
2
<PAGE>
the Expiration Date, exercise this Option to the extent the Optionee was
entitled to exercise this Option at the date of cessation. If the Continuous
Service of the Optionee is terminated by the Corporation or an Affiliate for
cause, all rights under this Option shall expire immediately upon the giving to
the Optionee of notice of such termination.
In the event of the death of the Optionee while in Continuous Service of
the Corporation or during the three-year period referred to in the immediately
preceding paragraph, the person to whom the Option has been transferred by will
or by the laws of descent and distribution may, but only to the extent the
Optionee was entitled to exercise this Option upon his death, exercise this
Option at any time within one year following the death of the Optionee, but in
no event later than the Expiration Date. Following the death of the Optionee,
the Committee may, as an alternative means of settlement of this Option, elect
to pay to the person to whom this Option is transferred by will or by the laws
of descent and distribution the amount by which the Market Value (as defined in
the Plan) per share of Common Stock on the date of exercise of this Option shall
exceed the Exercise Price per Option Share, multiplied by the number of Option
Shares with respect to which this Option is properly exercised. Any such
settlement of this Option shall be considered an exercise of this Option for all
purposes of this Option and of the Plan. If the Optionee shall cease to maintain
Continuous Service due to death or disability, this Option shall become
exercisable in full upon the happening of such event and remain exercisable (i)
in the event of death for the one-year period described above or (ii) in the
event of disability or retirement for the three-year period immediately
following such person's termination of service, but in no event shall this
Option be exercisable later than the Expiration Date.
6. Notice of Sale. The Optionee or any person to whom the Option or the
Option Shares shall have been transferred by will or by the laws of descent and
distribution promptly shall give notice to the Corporation in the event of the
sale or other disposition of Option Shares within the later of (i) two years
from the Grant Date or (ii) one year from the date of exercise of this Option.
Such notice shall specify the number of Option Shares sold or otherwise disposed
of and be directed to the address set forth in Section 11 below.
7. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Option and the Exercise Price shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
8. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation, or
combination in which the Corporation is the continuing entity and which does not
result in the outstanding shares of Common Stock being converted into or
exchanged for different securities, cash or other property, or any combination
thereof) pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions contained
in the certificate of incorporation, to receive the appraised or fair value of
their holdings), the Optionee shall, provided the Option has been granted at
least six months prior to such event, have the right (subject to the provisions
of the Plan and the limitations contained herein), thereafter and during the
Exercise Period, to receive upon exercise of this Option an amount
3
<PAGE>
equal to the excess of the fair market value on the date of such exercise of the
securities, cash or other property, or combination thereof, receivable upon such
merger, consolidation or combination in respect of a share of Common Stock over
the Exercise Price, multiplied by the number of Option Shares with respect to
which this Option shall have been exercised. Such amount may be payable fully in
cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.
9. Stockholder Rights Not Granted by This Option. The Optionee is not
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
10. Withholding Tax. Upon the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person as is entitled
to exercise this Option to pay to the Corporation the amount of any taxes which
the Corporation or any of its Affiliates is required to withhold with respect to
such Option Shares, or, in lieu thereof, to retain, or sell without notice, a
sufficient number of such shares to cover the amount required to be withheld or
in lieu of any of the foregoing, to withhold a sufficient sum from the
Optionee's compensation payable by the Corporation to satisfy the Corporation's
tax withholding requirements. The Corporation's method of satisfying its
withholding obligations shall be solely in the discretion of the Corporation,
subject to applicable federal, state and local law.
11. Notices. All notices hereunder to the Corporation shall be delivered or
mailed to it addressed to the Secretary of the Corporation at 619-12th Street,
Lawrenceville, Illinois 62439. Any notices hereunder to the Optionee shall be
delivered personally or mailed to the Optionee's address noted below. Such
addresses for the service of notices may be changed at any time provided written
notice of the change is furnished in advance to the Corporation or to the
Optionee, as the case may be.
12. Plan and Plan Interpretations as Controlling. This Option and the terms
and conditions herein set forth are subject in all respects to the terms and
conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.
13. Optionee Service. Nothing in this Option shall limit the right of the
Corporation or any of its Affiliates to terminate the Optionee's service as a
director, advisory director, director emeritus, officer or employee, or
otherwise impose upon the Corporation or any of its Affiliates any obligation to
employ or accept the services of the Optionee.
14. Optionee Acceptance. The Optionee shall signify his acceptance of the
terms and conditions of this Option by signing in the space provided below and
returning a signed copy hereof to the Corporation at the address set forth in
Section 11 above. In signing this Agreement, the Optionee acknowledges that the
Option Shares may not be sold or otherwise transferred by the Optionee for at
least six months from the Grant Date without creating an obligation under
Section 16 of the Securities Act of 1934, as amended, to pay to the Corporation
the profit on any such transaction.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK
OPTION AGREEMENT to be executed as of the date first above written.
FIRST ROBINSON FINANCIAL CORPORATION
By:________________________________
ACCEPTED:
____________________________________
____________________________________
(Street Address)
____________________________________
(City, State and Zip Code)
5
Exhibit 5
<PAGE>
August 5, 1998
Board of Directors
First Robinson Financial Corporation
501 East Main Street
Robinson, Illinois 62454
Gentlemen:
We have acted as counsel to First Robinson Financial Corporation (the
"Corporation") in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 103,155 shares
of the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to First Robinson Financial Corporation's 1998
Stock Option and Incentive Plan (the "Plan") and related interests in the Plan.
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Corporation's
Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and
such other documents and corporate records as we deem appropriate for the
purpose of giving this opinion.
Based upon the foregoing, it is our opinion that the Common Stock and
interests in the Plan covered by the Registration Statement will, when issued by
the Plan, be legally issued, fully paid and non-assessable.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
Exhibit 23.1
<PAGE>
Consent of Independent Certified Public Accountants
Board of Directors
First Robinson Financial Corporation
501 East Main Street
Robinson, Illinois 62454
Gentlemen:
We consent to the incorporation by reference in the registration statement
on Form S-8, pertaining to First Robinson Financial Corporation's 1998 Stock
Option and Incentive Plan, of our report dated April 22, 1998, on our audits of
the consolidated financial statements of First Robinson Financial Corporation
for the years ended March 31, 1998, and October 31, 1997 and 1996 which report
is incorporated by reference in the Annual Report on Form 10-KSB.
/s/ Larsson, Woodyard & Henson, LLP
Paris, Illinois
August 5, 1998
Exhibit 23.2
<PAGE>
August 5, 1998
Board of Directors
First Robinson Financial Corporation
501 East Main Street
Robinson, Illinois 62454
Gentlemen:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN, & TAFF, L.L.P.
