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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS BANCORP
(Name of registrant in its charter)
91-1841688
Oregon (I.R.S. Employer
(State of incorporation) Identification No.)
275 Southwest Third Street
P. O. Box 30
Corvallis, Oregon 97339
(Address of principal executive offices)
Issuer's telephone number: (541) 752-5161
Full Title of Plans
CITIZENS BANCORP 1998 INCENTIVE STOCK OPTION PLAN
CITIZENS BANCORP 1998 STOCK BONUS PLAN
Agent for service: Lark E. Wysham, CFO
275 Southwest Third Street
Telephone number: (541) 752-5161
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (2) per Unit (2) Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Citizens Bancorp
Common Stock 206,204 Shares $17.00 $3,505,468.00 $974.52
(no par value)(1)
</TABLE>
(1) This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the Citizens Bancorp 1998 Incentive
Stock Option Plan and the Citizens Bancorp 1998 Stock Bonus Plan by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(2) This Registration Statement covers 206,204 shares of Registrant's
Common Stock, consisting of 5% of Registrant's 4,124,091 shares of Common Stock
issued and outstanding as of the date of filing, and based on the average of the
bid and ask price for the Common Stock as of June 22, 1999, estimated solely for
the purpose of calculating the registration fee for this Registration Statement
pursuant to Rule 457(c) and 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "1933 Act") and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference.
Citizens Bancorp (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report filed with the Commission on Form 10-K,
File No. 000-23277, for the fiscal year ended December 31, 1998 filed on March
29, 1999, as amended by Form 10-K/A filed on May 5, 1999, and the Registrant's
Quarterly Reports on Form 10-Q, File No. 000-23277, filed on May 13, 1998, July
28, 1998 and November 13, 1998, excluding the information contained therein
described in Item 402(a)(8) of the Commission's Regulation S-K;
(b) The Registrant's Current Report filed with the Commission on Form 8-K,
File No. 000-23277, on February 24, 1998, as amended by Form 8-K/A filed on
March 5, 1998;
(c) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A12G, File No. 000-23277, filed with the
Commission on October 28, 1997, and any amendment or report filed for the
purpose of updating such description filed after the date of this Registration
Statement.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement 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 to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document all or a
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portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Registrant and its subsidiary
as of December 31, 1998 included in the Registrant's annual report on Form 10-K
for the year ended December 31, 1998, incorporated by reference herein, have
been incorporated herein in reliance upon the report of Knight, Vale and
Gregory, Inc., P.S., independent certified public accountants, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
The consolidated financial statements of the Registrant and its subsidiary
as of December 31, 1997 and December 31, 1996 included in the Registrant's
annual report on Form 10-K for the year ended December 31, 1998, incorporated by
reference herein, have been incorporated herein in reliance upon the report of
David O. Christensen, C.P.A, independent certified public accountants,
incorporated by reference herein and upon the authority of said firm as experts
in accounting and auditing.
The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Bennett H. Goldstein, outside counsel
of the Registrant. Mr. Goldstein beneficially owns shares of Common Stock. As of
the date of this Registration Statement, the number of shares Mr. Goldstein owns
is, in the aggregate, less than 0.1% of the outstanding shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Oregon Business Corporation Act and the Articles of Incorporation and
Bylaws of the Registrant authorize the Registrant to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933. The Registrant's Articles of
Incorporation and Bylaws require the Registrant to indemnify its directors,
officers and employees to the fullest extent permitted by Oregon law. Such
indemnification extends to liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as such, including
proceedings under the Securities Act of 1933 or the Securities Exchange Act of
1934. These documents further provide that the rights conferred under them shall
not be deemed to be exclusive of any other right such persons may have or
acquire under any
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statute, bylaw, agreement, general or specific action of the Board of Directors
of the Registrant, vote of shareholders or other document or arrangement. The
Articles of Incorporation of the Registrant preclude, with certain exceptions,
the Registrant and its shareholders from recovering monetary damages from
directors for business decisions found by a court to have been negligent,
including decisions relating to a change in control of the Registrant.
Subject to certain exclusions as to coverage, under policies of insurance
issued to the Registrant each director and each officer of the Registrant and
its subsidiary is insured against liability for losses incurred while acting as
such director or officer. Subject to a deductible and certain exclusions, the
Registrant is entitled to reimbursement under such policies for amounts paid by
it as indemnification to such directors and officers. The cost of such insurance
is borne by the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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; and (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unissued or otherwise unsold at the termination of the Citizens Bancorp
1998 Incentive Stock Option Plan and the 1998 Citizens Bancorp 1998 Stock Bonus
Plan.
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B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corvallis, State of Oregon, on June 15, 1999.
CITIZENS BANCORP, Registrant
By: /s/ William V. Humphreys
--------------------------------------------
William V. Humphreys, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Citizens Bancorp, an
Oregon corporation, do hereby constitute and appoint William V. Humphreys,
President and Chief Executive Officer and Lark E. Wysham, Chief Financial
Officer and each of them, the lawful attorneys and agents, with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any
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one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES AND TITLES DATE
<S> <C>
/s/ WILLIAM V. HUMPHREYS June 15, 1999
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William V. Humphreys
President, Chief Executive Officer and Director
/s/ LARK E. WYSHAM June 15, 1999
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Lark E. Wysham
Chief Financial Officer
/s/ SCOTT A. FEWEL June 15, 1999
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Scott A. Fewel, Director
/s/ JOCK GIBSON June 15, 1999
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Jock Gibson, Director
/s/ JAMES E. RICHARDS June 15, 1999
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James E. Richards, Director
</TABLE>
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<TABLE>
<S> <C>
/s/ DUANE L. SORENSEN June 15, 1999
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Duane L. Sorensen, Director
/s/ GENE N. THOMPSON June 15, 1999
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Gene N. Thompson, Director and
Chairman of the Board
/s/ JOHN TRUAX June 15, 1999
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John Truax, Director
/s/ ROSETTA C. VENELL June 15, 1999
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Rosetta C. Venell, Director
</TABLE>
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Exhibit Index
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<CAPTION>
Exhibit Number Exhibit
<S> <C>
5 Opinion of Bennett H. Goldstein, Esq.
23.1 Consent of Knight, Vale and Gregory, Inc., P.S., Independent Auditors.
23.2 Consent of David O. Christensen, C.P.A., Independent Auditors.
23.3 Consent of Bennett H. Goldstein is contained in Exhibit 5.
24 Power of attorney - included in the signature page of this Registration Statement.
99.1 Citizens Bancorp 1998 Incentive Stock Option Plan.
99.2 Citizens Bancorp 1998 Stock Bonus Plan.
</TABLE>
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Exhibit 5
LEGAL OPINION AND CONSENT
June 15, 1999
Citizens Bancorp
P.O. Box 30
Corvallis, Oregon 97330-0030
RE: CITIZENS BANCORP - FORM S-8 REGISTRATION STATEMENT
To Citizens Bancorp:
I have served as counsel to Citizens Bancorp (the "Company") in
connection with the Registration Statement of the Company on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, for the
registration of 206,204 shares of common stock, no par value, of the Company
(the "Shares"). The Shares are to be issued under and pursuant to the Company's
1998 Incentive Stock Option Plan and the Company's 1998 Stock Bonus Plan (the
"Plans").
In connection with the Registration Statement, I advise you that, in
my opinion, when the Shares have been sold or otherwise issued pursuant to the
provisions of the Plans, and in accordance with the Registration Statement, the
Shares will be duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement.
Very truly yours,
/s/
Bennett H. Goldstein
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
June 15, 1999
Citizens Bancorp
P.O. Box 30
Corvallis, Oregon 97330-0030
RE: CITIZENS BANCORP - FORM S-8 REGISTRATION STATEMENT
To Citizens Bancorp:
We consent to the incorporation by reference in this Registration
Statement of Citizens Bancorp on Form S-8 of our report dated January 15, 1999
appearing in the Annual Report on Form 10-K of Citizens Bancorp for the year
ended December 31, 1998.
/s/
Knight, Vale and Gregory, Inc., P.S.
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
June 21, 1999
Citizens Bancorp
P.O. Box 30
Corvallis, Oregon 97330-0030
RE: CITIZENS BANCORP - FORM S-8 REGISTRATION STATEMENT
To Citizens Bancorp:
We consent to the incorporation by reference in this Registration
Statement of Citizens Bancorp on Form S-8 of the audited financial statements
for the years ended December 31, 1997 and December 31, 1996 incorporated by
reference in the Annual Report on Form 10-K of Citizens Bancorp for the year
ended December 31, 1998.
/s/
David O. Christensen, C.P.A.
<PAGE> 1
Exhibit 99.1
Citizens Bancorp 1998 Incentive Stock Option Plan
1. Purpose. The purpose of this 1998 Incentive Stock Option Plan (the
"Plan") is to enable Citizens Bancorp (the "Company") to attract and retain
experienced and able employees of the Company and to provide an incentive to
these individuals to exert their best efforts for the Company and its
shareholders.
2. Types of Stock Options Available. The Board of Directors of the
Company (the "Board") is authorized to make two kinds of stock option grants of
the common stock ("Stock") of the Company: (i) grants of Incentive Stock Options
and (ii) grants of Non-Statutory Stock Options. Such grants shall be made
subject to the conditions and restrictions set forth in the Plan.
3. Administration.
3.1 Board of Directors. The Board shall administer the Plan, and shall
determine and designate the persons to whom grants shall be made and the
amounts, terms and conditions of such grants. Subject to the provisions of the
Plan, the Board may adopt or amend rules and regulations for the administration
of the Plan. The interpretation and construction of the Plan by the Board shall
be final and conclusive. The Board may delegate to a committee of the Board
authority to administer the Plan; provided, that only the Board, and not a
committee, may amend or terminate the Plan as provided elsewhere herein.
3.2 Stock Valuation. Whenever the operation of the Plan requires that the
fair market value of the Stock be determined, the fair market value shall be
established in accordance with methods chosen by the Board in its discretion and
in accordance with its fiduciary duties. Such methods may include, without
limitation, the valuation method specified in the Company's currently effective
Dividend Reinvestment Plan.
3.3 Employee Participation. No employee of the Company who receives a
stock option under the Plan shall participate in any decisions of the Board with
respect to the grant of the option to that employee.
4. Eligibility. Stock option Grants may be made under the Plan to
officers and key employees of the Company whom the Board believes have made or
will make an essential contribution to the Company; provided, however, that
directors of the Company, except for directors who are also employees of the
Company, are not eligible for grants under the Plan.
5. Shares Subject to the Plan. The total number of shares of Stock that
may be issued upon the exercise of all options granted under the Plan shall at
no time exceed in the aggregate four percent (4%) of the issued and outstanding
Stock of the Company. If any option under the Plan expires or is canceled or
terminated and is unexercised in whole or in part, the shares of Stock allocable
to the unexercised portion shall again become available for awards under the
Plan. Stock issued under the Plan may be subject to such restrictions on
transfer, repurchase rights, or other restrictions as are determined by the
Board. The certificates representing such Stock shall include language stating
such restrictions as determined by the Board.
6. Effective Date and Duration of Plan.
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6.1 Effective Date. The Plan shall become effective (the "Effective Date")
upon the approval of a resolution by a majority of the shareholders of the
Company ratifying the adoption of the Plan by the Board. Grants may be made
under the Plan at any time after the Effective Date and before termination of
the Plan.
6.2 Duration of the Plan. The Plan shall continue in effect until, in the
aggregate, options have been awarded and exercised with respect to all Stock
subject to the Plan under paragraph 5 (subject to any adjustments under
paragraph 10). The Board may suspend or terminate the Plan at any time except
with respect to options then outstanding under the Plan. Termination shall not
affect any right of the Company to repurchase shares or the forfeitability of
shares issued under the Plan.
7. Grants.
7.1 Power of Board of Directors. The Board may, from time to time, take
the following actions, separately or in combination, under the Plan: (i) grant
Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); and (ii) grant options other than Incentive
Stock Options (hereinafter "Non-Statutory Stock Options"). The Board shall
specify the action taken with respect to each person granted an option under the
Plan, and shall specifically designate each option granted under the Plan as an
Incentive Stock Option or a Non-Statutory Stock Option. All such grants are
subject to the restrictions described elsewhere in the Plan.
7.2 General Rules Relating to Grants of Stock Options.
7.2.1 Time of Exercise. Except as provided in paragraph 9, stock
options granted under the Plan may be exercised over the period stated in each
option in amounts and at times prescribed by the Board and stated in the option,
provided that options shall not be exercised for fractional shares. If the
optionee does not exercise an option in any period with respect to the full
number of shares to which the optionee is entitled in that period, the
optionee's rights shall be cumulative and the optionee may purchase those shares
in any subsequent period during the term of the option.
7.2.2 Purchase of Shares. Shares may be purchased or acquired
pursuant to an option only on receipt by the Company of notice in writing from
the optionee of the optionee's intention to exercise, specifying the number of
shares the optionee desires to purchase and the date on which the optionee
desires to complete the transaction, which may not be more than 30 days after
receipt of the notice. On or before the date specified for completion of the
purchase, the optionee must have paid the Company the full purchase price in
cash, in shares of Stock previously acquired by the optionee valued at fair
market value, or in any combination of cash and shares of Stock. No shares shall
be issued until full payment has been made. Each optionee who has exercised an
option shall, on notification of the amount due, if any, and prior to or
concurrently with delivery of the certificates representing the shares for which
the option was exercised, pay to the Company amounts necessary to satisfy any
applicable federal, state, and local withholding tax requirements. If additional
withholding becomes required beyond any amount deposited before delivery of the
certificates, the optionee shall pay such amount to the Company on demand. If
the optionee fails to pay the amount demanded, the Company shall have the right
to withhold that amount from other amounts payable by the Company to the
optionee, including salary, subject to applicable law. The optionee exercising
the option shall be solely responsible for payment of federal income taxes and
other taxes for which optionee is liable as a result of the exercise.
7.3 Incentive Stock Options. Incentive Stock Options shall be subject
to the following additional terms and conditions:
7.3.1 Limitation on Amount of Grants. No employee may be
granted Incentive Stock Options under the Plan such that the aggregate fair
market value on the date of grant of the Stock with respect to which Incentive
Stock Options are exercisable for the first time by that employee during any
<PAGE> 3
calendar year, under the Plan and under any other incentive stock option plan
(within the meaning of Section 422 of the Code) of the Company or any parent or
subsidiary of the Company, exceeds $100,000.
7.3.2 Option Price. The option price per share under each
option granted under the Plan shall be determined by the Board, but the option
price with respect to an Incentive Stock Option shall be not less than 100
percent of the fair market value of the shares of Stock covered by the option on
the date the option is granted.
7.3.3 Duration of Options. Subject to paragraphs 7.3.4 and 9,
each option granted under the Plan shall continue in effect for the period fixed
by the Board, except that no Incentive Stock Option shall be exercisable after
the expiration of 10 years from the date it is granted.
7.3.4 Limitations on Grants to 10 Percent Shareholders. An
Incentive Stock Option may be granted under the Plan to an employee of the
Company, or of any parent or subsidiary of the Company, possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company, or of any parent or subsidiary of the Company, only if (i) the option
price is at least 110 percent of the fair market value of the Stock subject to
the option on the date it is granted, and (ii) the option by its terms is not
exercisable after the expiration of five years from the date it is granted.
7.3.5 Limitation on Time of Grant. No Incentive Stock Option
may be granted on or after the tenth anniversary of the Effective Date.
7.4 Non-Statutory Stock Options. Non-Statutory Stock Options shall be
subject to the following additional terms and conditions:
7.4.1 Option Price. The option price per share under each
option granted under the Plan for a Non-Statutory Stock Option shall be the fair
market value of the Stock at the time of the grant.
7.4.2 Duration of Options. Non-Statutory Stock Options granted
under the Plan shall continue in effect for the period fixed by the Board.
8. Nontransferability. Options granted under the Plan shall be
nonassignable and nontransferable by the holder except by will or by the laws of
descent and distribution applicable to the holder's estate, and shall be
exercisable during the holder's lifetime only by the holder.
9. Vesting of Option Grants; Time of Exercise.
9.1 Vesting. All stock options granted under the Plan shall fully vest
on the date of grant, unless the terms of the grant expressly provide otherwise.
The Board may in its discretion may provide for vesting in accordance with the
schedule provided below.
9.2 Vesting Schedule. The date of grant of a Stock option to an
employee of the Company shall be the "Grant Date." A Stock option grant shall,
if the terms of the grant so provide, vest in accordance with the following
schedule during the optionee's continuous employment by the Company from and
after the Grant Date.
<TABLE>
<CAPTION>
Years of Employment Nonforfeitable %
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<S> <C>
1 year from Grant Date 25%
2 years from Grant Date 50%
3 years from Grant Date 75%
4 years from Grant Date 100%
</TABLE>
<PAGE> 4
9.3 Exercise of Options Granted Under Vesting Schedule. The Board
shall determine in its discretion, at the time the option is granted, the terms
and conditions under which an option granted under the vesting schedule provided
in Section 9.2 may be exercised by the optionee.
9.4. Impact of Termination of Employment on Non-Vested Option Grants.
9.4.1 Retirement or General Termination. Unless otherwise
determined by the Board, (i) if an employee's employment by the Company is
terminated for cause, any portion of a stock option which has not vested shall
be deemed forfeited on the date of the termination; and (ii) if an employee's
employment by the Company is terminated without cause or by reason of the
employee's retirement, any portion of a stock option which has not vested shall
be deemed vested on the termination date. The transfer of an employee by the
Company or any parent or subsidiary of the Company to the Company or any parent
or subsidiary of the Company shall not be considered a termination under this
Section.
9.4.2 Death or Disability. Unless otherwise determined by the
Board, if an employee's employment by the Company is terminated because of death
or physical disability (within the meaning of Section 22(e)(3) of the Code), any
portion of a stock option which has not vested shall be deemed vested on the
date of such termination.
9.5. Impact of Termination of Employment on Vested Option Grants.
9.5.1 Retirement or General Termination. Unless otherwise
determined by the Board, if an employee's employment by the Company is
terminated by retirement or for any reason other than in the circumstances
specified in 9.5.2 below, any vested option held by the employee may be
exercised at any time prior to its expiration date or the expiration of 90 days
after the date of the termination, whichever is the shorter period, but only if
and to the extent the employee was entitled to exercise the option on the date
of termination. The transfer of an employee by the Company or any parent or
subsidiary of the Company to the Company or any parent or subsidiary of the
Company shall not be considered a termination for purposes of the Plan.
9.5.2 Death or Disability. Unless otherwise determined by the
Board, if an employee's employment by the Company is terminated because of death
or physical disability (within the meaning of Section 22(e)(3) of the Code), any
vested option held by the employee may be exercised at any time prior to its
expiration date or the expiration of one year after the date of termination,
whichever is the shorter period, for the greater of (a) the number of remaining
shares for which the employee was entitled to exercise the option on the date of
termination or (b) the number of remaining shares for which the employee would
have been entitled to exercise the option if such option had been 50 percent
exercisable on the date of termination. If an employee's employment is
terminated by death, any option held by the employee shall be exercisable only
by the person or persons to whom the employee's rights under the option pass by
the employee's will or by the laws of descent and distribution applicable to the
employee's estate.
9.6 Termination of Unexercised Rights. To the extent an option held by
any deceased employee or by any employee whose employment is terminated is not
exercised within the limited periods provided above, all further rights to
exercise the option shall terminate at the expiration of such periods.
10. Adjustments. If the Board determines that an adjustment in the
number of shares of Stock subject to outstanding grants of options is required
in order to prevent the dilution or enlargement of the benefits, or potential
benefits, which the Board intended to be made available under the Plan, the
Board may make such adjustments as it deems equitable. Any such adjustments made
by the Board shall be final. Examples of events which may require an adjustment
include, without limitation: (i) the issuance of a stock dividend; (ii) a stock
split or reverse stock split; and (iii) a recapitalization, reorganization,
merger, consolidation, merger, split-up, spin-off, combination, repurchase,
exchange of shares or other corporate transaction or event involving or
affecting the Stock. The adjustments which the Board may make include,
<PAGE> 5
without limitation: (i) adjusting the number or percentage of shares of Stock
with respect to which grants may be made; (ii) adjusting the number of shares of
Stock subject to outstanding awards, including issued but unexercised option
grants; and (iii) adjusting the exercise price of any issued but unexercised
option grants, or where appropriate, providing for a cash payment to the holder
of an outstanding grant. In the event of a stock split or stock dividend, the
adjustment to the number of shares of Stock covered by an existing, unexercised
stock option grant shall be mandatory, not discretionary.
11. Change of Control. Notwithstanding any other provision of the Plan
or of the terms of a specific grant to the contrary, on the effective date of
any Change of Control of the Company any grant of a Stock option under the Plan
which is not vested shall vest immediately and fully. As used herein, "Change of
Control" means (i) the acquisition of twenty-five percent (25%) or more of the
voting securities of the Company by any person, or persons acting as a group
within the meaning of Section 13(d) of the Securities Exchange Act of 1934, or
(ii) any such acquisition of a percentage between ten percent (10%) and
twenty-five percent (25%) of such voting securities if any of the Board, the
Comptroller of the Currency, the Federal Deposit Insurance Corporation or the
Federal Reserve Bank have made a determination that such acquisition constitutes
or will constitute control of the Company. The term "person" means an
individual, corporation, bank, bank holding company, or other entity, but
excludes any employee stock ownership plan established for the benefit of
employees of the Company or any of its subsidiaries or other affiliates.
12. Amendment of Plan. The Board may at any time amend the Plan to
comply with changes in the law or for any other reason. Amendments to the Plan
shall not be submitted to the shareholders of the Company for approval except at
the discretion of the Board, unless applicable law requires shareholder approval
of the amendment or amendments. Except as provided in paragraph 10, however, no
change in an option already granted shall be made without the written consent of
the option holder. The Board may amend the Plan to provide for (a) an increase
the total number of shares that may be issued under the Plan, and (b) a change
in the class of persons eligible to receive grants under the Plan.
13. Approvals. The obligations of the Company under the Plan may be
subject to the approval of state and federal authorities or agencies with
jurisdiction in the matter. The Company will use its best efforts to take steps
required by state or federal law or applicable regulations in connection with
any grants made under the Plan. The Company shall not be obligated to issue or
deliver shares of Stock under the Plan if the Company is advised by legal
counsel that doing so would violate applicable state or federal laws.
14. Employment Rights. Nothing in the Plan or any grant pursuant to
the Plan shall confer on a Company employee any right to be continued in the
employment of the Company, or shall interfere in any way with the right of the
Company to terminate such employee's employment at any time, with or without
cause.
15. Rights as a Shareholder. A holder of an option grant shall have no
rights as a shareholder with respect to any shares covered by the option until
the date of issue of a stock certificate to him or her for such shares. Except
as otherwise provided in the Plan, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date of such stock
certificate.
16. Definitions. As used herein, (i) "Company" includes any parent
corporation, subsidiaries and other affiliates of the Company, and (ii) "Board"
includes any committee of the Board of Directors of the Company established to
administer the Plan.
Date of Adoption by Board of Directors: November 17, 1998.
Date of Approval by Shareholders: April 20, 1999.
<PAGE> 1
Exhibit 99.2
Citizens Bancorp 1998 Stock Bonus Plan
1. Purpose. The purpose of this 1998 Stock Bonus Plan (the "Plan") is
to enable Citizens Bancorp (the "Company") to attract and retain experienced and
able employees of the Company and to provide an incentive to these individuals
to exert their best efforts for the Company and its shareholders.
2. Grants of Stock Bonuses. The Board of Directors of the Company (the
"Board") is authorized to make of grants of the common stock ("Stock") of the
Company as bonuses. Such grants shall be made subject to the conditions and
restrictions set forth in the Plan.
3. Administration.
3.1 Board of Directors. The Board shall administer the Plan, and shall
determine and designate the persons to whom grants shall be made and the
amounts, terms and conditions of such grants. Subject to the provisions of the
Plan, the Board may adopt or amend rules and regulations for the administration
of the Plan. The interpretation and construction of the Plan by the Board shall
be final and conclusive. The Board may delegate to a committee of the Board
authority to administer the Plan; provided, that only the Board, and not a
committee, may amend or terminate the Plan as provided elsewhere herein.
3.2 Employee Participation. No employee of the Company who receives a
stock bonus under the Plan shall participate in any decisions of the Board with
respect to the grant of the stock bonus to that employee.
4. Eligibility. Grants may be made under the Plan to employees of the
Company whom the Board believes have made or will make an essential contribution
to the Company; provided, however, that directors of the Company, except for
directors who are also employees of the Company, are not eligible for grants of
stock bonuses under the Plan.
5. Shares Subject to the Plan. The total number of shares of Stock that
may be issued as stock bonuses shall at no time exceed in the aggregate one
percent (1%) of the issued and outstanding Stock of the Company. If Stock
awarded as a bonus under the Plan is forfeited to the Company or repurchased by
the Company pursuant to applicable restrictions, the number of shares forfeited
or repurchased shall again be available under the Plan. Stock issued under the
Plan may be subject to such restrictions on transfer, repurchase rights, or
other restrictions as are determined by the Board. The certificates representing
such Stock shall include language stating such restrictions as determined by the
Board.
6. Effective Date and Duration of Plan.
6.1 Effective Date. The Plan shall become effective (the "Effective
Date") upon the approval of a resolution by a majority of the shareholders of
the Company ratifying the adoption of the Plan by the Board. Grants may be made
under the Plan at any time after the Effective Date and before termination of
the Plan.
6.2 Duration of the Plan. The Plan shall continue in effect until
Stock has been awarded as bonuses covering all shares subject to the Plan under
paragraph 5 (subject to any adjustments under paragraph 8. The Board may suspend
or terminate the Plan at any time. Termination shall not affect any right of the
Company to repurchase shares or the forfeitability of shares issued under the
Plan.
<PAGE> 2
7. Stock Bonus Provisions.
7.1 Power of Board of Directors. The Board may, from time to time,
make grants of Stock as bonuses under the Plan in its sole discretion. The Board
shall specify the action taken with respect to each person granted a Stock bonus
under the Plan. All such grants are subject to the restrictions described
elsewhere in the Plan.
7.2 Stock Bonuses. Stock bonuses shall be subject to the terms,
conditions and restrictions determined by the Board at the time of the award.
The Board may require the recipient to sign an agreement as a condition of the
award containing such terms, conditions, representations and warranties as the
Board may require. The Board may not require the recipient to pay any money
consideration for the bonus; provided, that the Company may require the
recipient to pay to the Company amounts necessary to satisfy applicable federal,
state, or local tax withholding requirements prior to the issuance of Stock
through the delivery of certificates or otherwise. The recipient of a stock
bonus shall be solely responsible for payment of federal income taxes and other
taxes for which the recipient is liable as a result of the stock bonus.
8. Adjustments. If the Board determines that an adjustment in the
number of shares of Stock subject to outstanding non-vested grants of bonuses is
required in order to prevent the dilution or enlargement of the benefits, or
potential benefits, which the Board intended to be made available under the
Plan, the Board may make such adjustments as it deems equitable. Any such
adjustments made by the Board shall be final. Examples of events which may
require an adjustment include, without limitation,: (i) the issuance of a stock
dividend; (ii) a stock split or reverse stock split; and (iii) a
recapitalization, reorganization, merger, consolidation, merger, split-up,
spin-off, combination, repurchase, exchange of shares or other corporate
transaction or event involving or affecting the Stock. The adjustments which the
Board may make include, without limitation: (i) adjusting the number or
percentage of shares of Stock with respect to which grants may be made; (ii)
adjusting the number of shares of Stock subject to outstanding awards; and (iii)
where appropriate, providing for a cash payment to the holder of an outstanding
grant.
9. Change of Control. Notwithstanding any other provision of the Plan
or of the terms of a specific grant to the contrary, on the effective date of
any Change of Control of the Company: (i) any grant of a Stock bonus under the
Plan which is not vested shall vest immediately and fully, and (ii) a Stock
bonus granted through an unsecured promise to issue Stock in installments shall
be deemed accelerated and the grantee shall be entitled immediately to the
unissued portion of the grant. As used herein, "Change of Control" means (i) the
acquisition of twenty-five percent (25%) or more of the voting securities of the
Company by any person, or persons acting as a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, or (ii) any such
acquisition of a percentage between ten percent (10%) and twenty-five percent
(25%) of such voting securities if any of the Board, the Comptroller of the
Currency, the Federal Deposit Insurance Corporation or the Federal Reserve Bank
have made a determination that such acquisition constitutes or will constitute
control of the Company. The term "person" means an individual, corporation,
bank, bank holding company, or other entity, but excludes any employee stock
ownership plan established for the benefit of employees of the Company or any of
its subsidiaries or other affiliates.
10. Amendment of Plan. The Board may at any time amend the Plan to
comply with changes in the law or for any other reason. Amendments to the Plan
shall not be submitted to the shareholders of the Company for approval except at
the discretion of the Board, unless applicable law requires shareholder approval
of the amendment or amendments. The Board may amend the Plan to provide for (a)
an increase the total number of shares that may be issued under the Plan, and
(b) a change in the class of persons eligible to receive grants under the Plan.
11. Approvals. The obligations of the Company under the Plan may be
subject to the approval of state and federal authorities or agencies with
jurisdiction in the matter. The Company will use its best efforts to take steps
required by state or federal law or applicable regulations in connection with
any
<PAGE> 3
grants made under the Plan. The Company shall not be obligated to issue or
deliver shares of Stock under the Plan if the Company is advised by legal
counsel that doing so would violate applicable state or federal laws.
12. Employment Rights. Nothing in the Plan or any grant pursuant to
the Plan shall confer on a Company employee any right to be continued in the
employment of the Company, or shall interfere in any way with the right of the
Company to terminate such employee's employment at any time, with or without
cause.
13. Rights as a Shareholder. A recipient of Stock awarded as a bonus
shall have no rights as a shareholder with respect to any shares covered by any
bonus award until the date of issue of a stock certificate to him or her for
such shares. Except as otherwise provided in the Plan, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
date of such stock certificate.
14. Definitions. As used herein, (i) "Company" includes any parent
corporation, subsidiaries and other affiliates of the Company, and (ii) "Board"
includes any committee of the Board of Directors of the Company established to
administer the Plan.
Date of Adoption by Board of Directors: November 17, 1998.
Date of Approval by Shareholders: April 20, 1999.
